Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
Shenzhen Tellus Holding Co., Ltd.
2023 Annual Report
March 2024
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Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
2023 Annual Report
Section I Important Notice, Contents, and Interpretations
The Board of Directors and Board of Supervisors, as well as directors,
supervisors, and senior executives of the Company guarantee that the present
annual report is true, accurate, and complete without false records, misleading
statements, or major omissions, and undertake the joint and several legal
liabilities arising therefrom.
Fu Chunlong, head of the Company, Huang Tianyang, the person in
charge of accounting, and Yu Taiping, the person in charge of the accounting
firm (accountant in charge) declare to guarantee the truthfulness, accuracy,
and completeness of the financial report in this annual report.
All directors of the Company have attended the board meeting to review
this report.
The Company shall abide by the disclosure requirements of the Business
Guidelines of Shenzhen Stock Exchange for Self-discipline Regulation of Listed
Companies No. 3 — Industrial Information Disclosure for jewelry-related
business.
The forward-looking statements such as plans for the future and
development strategies involved in this annual report do not constitute a
substantial commitment of the Company to investors. Investors and
stakeholders shall be aware of the risks therein and understand the differences
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among plans, forecasts, and commitments. Investors shall pay attention to
investment risks.
The Company's profit distribution plan passed by the Board of Directors
is as follows: Based on a total of 431,058,320 shares, a cash dividend of RMB
0.31 (including taxes) per 10 shares will be distributed to all shareholders, with
no bonus shares issued (including taxes) and no capitalization of reserves for
an increase in capital stock.
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Contents
Section I Important Notice, Contents, and Interpretations ...................................................................................2
Section II Company Profile and Major Financial Indicators ................................................................................7
Section III Management Discussion and Analysis ................................................................................................ 12
Section IV Corporate Governance ......................................................................................................................... 40
Section V Environmental and Social Responsibility ............................................................................................ 62
Section VI Important Matters .................................................................................................................................64
Section VII Changes in Shares and Shareholders ................................................................................................ 77
Section VIII Preferred Shares .................................................................................................................................85
Section IX Bonds ...................................................................................................................................................... 86
Section X Financial Report ......................................................................................................................................87
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List of Documents for Future Reference
(I) Financial statements signed and sealed by the head of the Company, the person in charge of accounting, and the person in
charge of the finance department (accountant in charge).
(II) The original copy of the auditor’s report sealed by an accounting firm and sealed and signed by certified public
accountants.
(III) Originals of all company documents and announcements that have been publicly disclosed during the reporting period.
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Interpretations
Term Refers to Interpretation
CSRC Refers to China Securities Regulatory Commission
SZSE Refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation
CSDC Shenzhen Branch Refers to
Limited Shenzhen Branch
Company, the Company, and Tellus Holding Refers to Shenzhen Tellus Holding Co., Ltd.
Reporting period, the reporting period, and the
Refers to The year 2023
year
State-owned Assets Supervision and Management
Shenzhen SASAC Refers to
Commission of Shenzhen Municipal People's Government
Shenzhen Special Economic Zone Development Group Co.,
SDG, SDG Group, and controlling shareholder Refers to
Ltd.
SIHC Refers to Shenzhen Investment Holdings Co., Ltd.
Shenzhen Jewelry Refers to Shenzhen Jewelry Industry Service Co., Ltd.
Guorun and Guorun Gold Refers to Guorun Gold Shenzhen Co., Ltd.
Treasury Supply Chain Company and Tellus
Refers to Shenzhen Tellus Treasury Supply Chain Tech Co., Ltd.
Treasury
Shanghai Fanyue and Fanyue Refers to Shanghai Fanyue Diamond Co., Ltd.
Zhongtian Company Refers to Shenzhen Zhongtian Industry Co., Ltd.
Automobile Industry and Trade Company Refers to Shenzhen Automobile Industry and Trade Co., Ltd.
SDG Huari Refers to Shenzhen SDG Huari Automobile Enterprise Co., Ltd.
Huari Toyota Refers to Shenzhen Huari Toyota Sales & Service Co., Ltd.
Renfu Tellus Refers to Shenzhen Renfu Tellus Automobiles Service Co., Ltd.
GAC Refers to Gems ＆ Jewelry Trade Association of China
Tellus Jewelry Building, Jewelry Building Refers to Tellus Shuibei Jewelry Building
Tellus Gold and Diamond Building, Gold and
Refers to Tellus Gold and Diamond Trading Building
Diamond Building
Shenzhen International Jewelry and Jade Comprehensive
Comprehensive trade platform Refers to
Trade Platform
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Section II Company Profile and Major Financial Indicators
I. Company Information
Stock abbreviation Tellus A and Tellus B Stock code 000025 and 200025
Stock abbreviation before
N/A
change (if any)
Stock exchange on which the
Shenzhen Stock Exchange
shares are listed
Chinese name of the
Shenzhen Tellus Holding Co., Ltd.
Company
Chinese abbreviation Tellus A
English name of the Company
ShenZhen Tellus Holding Co.,Ltd.
(if any)
English abbreviation (if any) N/A
Legal representative of the
Fu Chunlong
Company
Registered address 3F, Tellus Building, No. 56, 2nd Shuibei Road, Luohu District, Shenzhen
Postal code of the registered
518020
address
Office address 3F and 4F, Tellus Building, No. 56, 2nd Shuibei Road, Luohu District, Shenzhen
Postal code of the office
518020
address
Website of the Company www.tellus.cn
E-mail ir@tellus.cn
II. Contact Person and Contact Information
Secretary of the Board of Directors Securities representative
Name Qi Peng Liu Menglei
3F, Tellus Building, No. 56, 2nd Shuibei Road, 3F, Tellus Building, No. 56, 2nd Shuibei Road, Luohu
Address
Luohu District, Shenzhen District, Shenzhen
Phone Number (0755) 83989390 (0755) 88394183
Fax (0755) 83989386 (0755) 83989386
E-mail ir@tellus.cn liuml@tellus.cn
III. Information Disclosure and Designated Location
Website designated by the Stock Exchange for publishing
Shenzhen Stock Exchange (www.szse.cn)
the annual report
Newspapers selected by the Company for information
Securities Times and CNINFO (www.cninfo.com.cn)
disclosure
Secretariat of the Board of Directors of Shenzhen Tellus Holding
Place for inspection of annual reports of the Company
Co., Ltd.
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IV. Changes of Registration
Unified social credit code 91440300192192210U
With the strategic transformation and upgrading of the Company and the dissolution of
Huari Toyota, automobile sales, testing, maintenance, and spare parts sales are no longer
Change of main business after listing the main business of the Company. The main business of the Company during the
reporting period includes jewelry third-party services, commercial complex operation,
and property leasing business.
1. On March 31, 1997, the Company held a total of 220.2816 million shares in capital
stock, and the former Shenzhen Investment Management Co., Ltd., the sole non-tradable
shareholder of the Company, transferred 159.588 million state shares held by it to
Shenzhen Special Economic Zone Development Group Co., Ltd. Then, 159.588 million
shares were held by SDG Group, accounting for 72.45% of the total capital stock, and
these shares were state shares.
2. SDG Group, as the controlling shareholder of the Company, following an equity
division reform, the Company's non-public offering of A-shares, and the reduction in
holding some of the Company's freely tradable shares, held a total of 211,591,621 shares
of the Company by the end of the reporting period, accounting for 49.09% of the
Previous changes of controlling
Company's total capital stock; Among the shares held by SDG Group, 210,391,621
shareholder
shares were voting shares, accounting for 48.81% of the Company's total capital stock,
and 1,200,000 shares were lent out under the refinancing arrangement, accounting for
0.28% of the Company's total capital stock.
3. On December 28, 2022, by signing the Voting Rights Entrustment Agreement with its
wholly-owned subsidiary SIHC, Shenzhen SASAC entrusted its 38.97% voting rights in
SDG Group to its wholly-owned subsidiary SIHC, thereby enabling SIHC to indirectly
hold equity in the Company through SDG Group. The implementation of the Voting
Rights Entrustment Agreement did not result in the change of the direct controlling
shareholder of the Company, while the indirect controlling shareholder was changed
from Shenzhen SASAC to its wholly-owned subsidiary SIHC.
V. Other Related Information
Accounting firm engaged by the Company
Name of accounting firm Grant Thornton China (Special General Partnership)
5F of Scitech Plaza, No. 22, Jianguomenwai Street, Chaoyang
Office address of the accounting firm
District, Beijing
Names of signing accountants Wu Liang, Xie Mingming
Sponsor institution engaged by the Company for continuous supervision during the reporting period
□ Applicable Not applicable
Financial consultant engaged by the Company for continuous supervision during the reporting period
□ Applicable Not applicable
VI. Major Accounting Data and Financial Indicators
Does the Company need to retrospectively adjust or restate the accounting data for the previous years？
□Yes No
Change over the
Year 2023 Year 2022 Year 2021
previous year
Operating revenue
1,846,738,841.89 837,656,274.51 120.46% 508,520,026.18
(RMB)
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Net profit attributable
to shareholders of the 118,255,140.84 83,496,135.61 41.63% 131,020,764.38
listed company (RMB)
Net profit attributable
to shareholders of the
listed company after
90,386,717.21 63,268,802.52 42.86% 71,731,038.87
deducting non-
recurring gains and
losses (RMB)
Net cash flows from
operating activities -60,140,006.46 -51,967,764.29 -15.73% 126,611,734.90
(RMB)
Basic earnings per
0.2743 0.1937 41.61% 0.3040
share (RMB/share)
Diluted earnings per
0.2743 0.1937 41.61% 0.3040
share (RMB/share)
Weighted average
7.59% 5.69% 1.90% 9.56%
return on net assets
Change over the
End of 2023 End of 2022 End of 2021
previous year-end
Total assets (RMB) 2,403,851,684.45 2,232,028,554.57 7.70% 1,859,645,205.43
Net assets attributable
to shareholders of the 1,603,905,054.93 1,505,638,863.31 6.53% 1,432,924,273.45
listed company (RMB)
Whichever is lower between the Company's net profits before and after deducting non-recurring gains and losses in the last three
accounting years is negative, and the auditor’s report of the last year indicates uncertainty regarding the company's ability to
continue operating.
□Yes No
Whichever is lower between net profits before and after deducting non-recurring gains and losses is negative.
□Yes No
VII. Discrepancy in Accounting Data under Domestic and Foreign Accounting Standards
1. Discrepancy in net profit and net assets in the financial report disclosed simultaneously according to
International Accounting Standards and Chinese Accounting Standards
□ Applicable Not applicable
There is no discrepancy in net profit and net assets in the financial reports disclosed by the Company following International
Accounting Standards and Chinese Accounting Standards in the reporting period.
2. Discrepancy in net profit and net assets in the financial report disclosed simultaneously according to
foreign accounting standards and Chinese Accounting Standards
□ Applicable Not applicable
There is no discrepancy in net profit and net assets in the financial reports disclosed by the Company following foreign accounting
standards and Chinese Accounting Standards in the reporting period.
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VIII. Quarterly Major Financial Indicators
Unit: RMB
Q1 Q2 Q3 Q4
Operating revenue 339,838,493.18 364,997,917.76 515,753,123.42 626,149,307.53
Net profit attributable
to shareholders of the 25,274,084.85 18,865,878.08 29,564,804.35 44,550,373.56
listed company
Net profit attributable
to shareholders of the
listed company after
20,388,932.14 17,261,748.79 26,008,890.62 26,727,145.66
deducting non-
recurring gains and
losses
Net cash flow from
-43,397,996.76 33,156,054.86 -62,199,192.47 12,301,127.91
operating activities
Is there any great discrepancy between the above indicators or their sum and relevant indicators disclosed in the quarterly or semi-
annual report？
□Yes No
IX. Non-recurring Profit or Loss Items and Amounts
Applicable □ Not applicable
Unit: RMB
Item Amount for 2023 Amount for 2022 Amount for 2021 Description
Gains and losses on the Gains from the
disposal of non-current remeasurement at fair
assets (including the value of the remaining
69,475,478.10 8,826,176.39 66,654,129.65
write-off part of the equity following the
provision for loss of control over a
impairment of assets) subsidiary
Government grants
recognized in the
current gains and
losses (excluding
government grants
related to the
Subsidies under the
Company's normal
government's
operating activities, 6,476,027.99 6,575,043.88 2,923,779.58
preferential policies for
compliant with national
enterprises
policies, enjoyed based
on established
standards, and having a
continuous impact on
the Company's gains
and losses)
Gains or losses on the After the loss of
fair value changes of control of the
financial assets and -9,882,368.06 10,762,831.81 10,073,533.17 subsidiary, the fair
financial liabilities held value change loss of
by non-financial the remaining equity is
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enterprises, as well as reassessed at the end of
gains or losses on the the year, as well as
disposal of financial investment income
assets and financial
liabilities, excluding
effective hedging
related to the
Company's normal
operating activities.
Fees charged to non-
financial enterprises for
fund usage and
629,671.75
recognized in the
current gains and
losses
Reversal of impairment
Recovery of provisions
provisions for accounts
150,000.00 for accrued
receivable tested for
impairments
impairment separately
Other non-operating
Liquidated damages,
revenues and expenses 2,089,529.20 3,718,192.18 730,552.50
forfeited deposits, etc.
other than the above
Other gains or losses
conforming to the
Staff resettlement
definition of non- -36,363,757.77 49,829.40 46,275.77
expenses, etc.
recurring gains or
losses
Less: Effect on income
13,674,541.65 6,628,391.02 19,790,228.25
tax
Effect on minority
-9,598,055.82 3,076,349.55 1,977,988.66
equity (after-tax)
Total 27,868,423.63 20,227,333.09 59,289,725.51 --
Other gains or losses conforming to the definition of non-recurring gains or losses:
□ Applicable Not applicable
The Company has no other gains or losses conforming to the definition of non-recurring gains or losses.
Explanation on defining the non-recurring gains or losses set out in the Explanatory Announcement No. 1 on Information
Disclosure for Companies Offering Securities to the Public — Non-Recurring Gains or Losses as recurring gains or losses
□ Applicable Not applicable
The Company does not define any non-recurring gains or losses set out in the Explanatory Announcement No. 1 on Information
Disclosure for Companies Offering Securities to the Public — Non-Recurring Gains or Losses as recurring gains or losses.
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Section III Management Discussion and Analysis
I. Industry Development during the Reporting Period
The Company shall abide by the disclosure requirements of the Business Guidelines of Shenzhen Stock Exchange for Self-
discipline Regulation of Listed Companies No. 3 — Industrial Information Disclosure for jewelry-related business.
(I) Gold and Jewelry Industry
1. Macro-environment
The development of the gold and jewelry industry is closely related to the global geopolitical pattern and
economic development trend. In 2023, the complex international situation, escalating global geopolitical
tensions, continuous regional conflicts, and constant frictions caused by multi-country trade protectionism
posed challenges to global political stability and economic development. Under the impact of complex factors at
home and abroad and the action of national macro-control, the domestic economic development has gradually
stabilized and the domestic jewelry consumer market has gradually recovered. At the same time, to regulate the
development order of the jewelry market, China has issued a series of policies and measures to protect the
domestic market and promote legal trade.
2. Overview of the Gold and Jewelry Industry
According to the National Bureau of Statistics, China's total retail sales of consumer goods increased by
7.2% year-on-year to RMB 47.1495 trillion in 2023, and the total retail sales of gold, silver, and jewelry from
enterprises above the designated size increased by 13.3% year-on-year to RMB 331 billion, making this
category the fastest-growing category among all commodity retail categories. China's consumer demand for
jewelry is strong, and the market is expected to continue expanding. The structural differentiation within the
jewelry industry is intensifying. The demand for natural diamond-set jewelry, which is an optional type of
consumer product, is insufficient and recovers slowly. Lab-grown diamonds also have a great impact on the
natural diamond market. However, gold, with its unique consumption and hedge attributes, holds a dominant
market position, with market demand significantly increasing. Competition among companies within the
industry is becoming increasingly fierce. Leading companies are accelerating industry consolidation by actively
expanding channels, upgrading brands, and developing new products. By selling popular products such as gold
and jewelry, they are striving to achieve stable revenue growth and attract new-generation consumer groups. It
is expected that the industry concentration will further increase in the future.
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From the perspective of consumption scenarios, China's marriage rate is declining, leading to reduced
consumer demand in wedding-related scenarios. The market for inlaid products is shrinking, while consumer
demand for gold has increased significantly. With the upgrading of consumption and the rise of a self-
indulgence trend in China, the consumer demand for gold and jewelry products is shifting towards
personalization and diversification. The continuous advancement in the craftsmanship of gold jewelry products
is driving rapid product iterations, prompting a change in consumption scenarios from weddings to self-wearing
or gifting scenarios.
3. Development Trend
The gold and jewelry industry has vast opportunities for future development, especially with the
development of new gold product categories leading to further price reductions and the gradual penetration of
lower-tier markets. With a wider age range among consumer groups and increased consumption frequency,
brands have been intensifying and accelerating their deployment in online channels. Online channels have
become an important source of sales growth for categories such as gold and jewelry. Additionally, with the
continuous advancement of digitalization and technology, online platforms for gold and jewelry will be
continuously optimized and improved to provide consumers with more convenient and personalized shopping
experiences. Digital applications not only enhance the customer experience but also increase operational
efficiency and reduce costs for businesses, enabling more efficient supply chain management. With data
transparency, traceability, data analysis for optimized management, and demand forecasting, the promotion of
digital applications is crucial for further development.
Relying on its advantages, the Company makes full use of industry resources to promote standardization,
informatization, and compliance in the jewelry industry, build differentiated competitive advantages while
serving the jewelry industry, build a third-party service platform for the jewelry industry, and actively explore
and open up blue ocean markets.
(II) Commercial Real Estate Leasing Industry
According to the data of the China Real Estate Index System, office building rents in major business
districts continued to decline in the first half of the year, and demand recovered moderately in the third quarter.
However, affected by new supply into the market, the vacancy rate of Grade A office buildings increased in
some cities. According to statistics, in the first three quarters of 2023, the average rent of office buildings in
major business districts in 15 key cities across China fell by 0.52% cumulatively and 0.28% quarter-on-quarter
in the third quarter. The rent of office buildings continued its downward trend.
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Some commercial real estate companies are actively strategizing to upgrade and transform, enhancing their
market competitiveness through improved service quality, optimized leasing environments, and innovative
business models. The government has also introduced a series of policy measures to support the high-quality
development of the housing rental industry, such as increasing financial support for the rental market and
promoting legislation related to leasing. With the steady recovery of the macroeconomic environment in the
future, there is a possibility of a gradual recovery in demand for commercial real estate leasing.
In the face of a challenging competitive environment, the Company is enhancing its operational efficiency,
service quality, and supporting measures. It is also promoting green and low-carbon practices to continuously
improve the operational capabilities of commercial complexes. It is focusing on fostering a service-oriented
mindset, empowering merchants, and enhancing brand image and competitiveness.
II. Main Business during the Reporting Period
The Company shall abide by the disclosure requirements of the Business Guidelines of Shenzhen Stock
Exchange for Self-discipline Regulation of Listed Companies No. 3 — Industrial Information Disclosure for
jewelry-related business.
(I) The main business of the Company during the reporting period includes jewelry third-party services,
commercial complex operation, and property leasing business.
1. Jewelry third-party services: With the development vision of "being committed to providing high-
quality service supply and growing with the jewelry industry",
the Company relies on its advantages, gathers domestic and foreign high-quality industry resources, and
cooperates with outstanding leading enterprises in the industry to build a third-party service platform that meets
the needs of the vast industry. The company has set up subsidiaries such as Shenzhen Jewelry, Guorun Gold,
Tellus Treasury, and Shanghai Fanyue. Through the construction and operation of a comprehensive jewelry and
jade trade platform, gold circulation business, and third-party depository business for high-end jewelry, it works
with multiple parties and sectors to create a wide range of service products to fully meet various needs from
customers at different levels, and gradually builds and enriches the service ecosystem of the jewelry industry
through a sound service industrial chain. It strives to fill the market gap, solve customers' pain points, play a
benchmarking role in the industry, and promote the compliance process of the industry.
2. Commercial complex operation and property leasing business: The Company is the largest owner of Tellus-
Gmond Gold Jewelry Industrial Park in the Shuibei area. The Tellus Jewelry Building and Tellus Gold and
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Diamond Trading Building invested by the Company have been put into operation successively, maintaining a
high occupancy rate. In addition, the Company holds a significant amount of property resources in areas such as
Luohu and Futian in Shenzhen. While maintaining the stability of its existing leasing business, the Company
actively promotes the improvement of property quality. It is transitioning its old properties from traditional
simple leasing to commercial property operation, with a focus on enhancing and exploring the added value of its
property brands. This initiative aims to establish innovative industrial projects that align with the overall
strategic layout of the city, the district, and the Company.
(II) Description of the main business models of the jewelry business
1. Sales model
At present, the Company adopts wholesale as the main sales model for gold and jewelry. Additionally, it
provides supporting services such as customs declaration, gold purification/exchange, and safe deposit box
leasing. The sales revenue composition of the jewelry business in 2023 is as follows:
Amount of operating revenue Amount of operating cost
Sales model Gross profit margin
(RMB 10,000) (RMB 10,000)
Wholesale 152,304.14 150,436.40 1.23%
Other services 1,903.03 1,051.08 44.77%
Total 154,207.17 151,487.48 1.76%
2. Production model
At present, the Company's gold and related products mainly use a commissioned processing model, while
diamonds, colored gemstones, and other products do not involve processing. The production model in 2023 is
as follows:
Production Model Amount (RMB 10,000) Proportion
Finished products under the
commissioned processing 165,964.80 100.00%
model
Total 165,964.80 100.00%
3. Purchase model
Gold and related products: The Company purchases gold raw materials from Shanghai Gold Exchange or
other qualified organizations or leases them from banks;
Diamonds: The Company purchases finished diamonds from overseas diamond suppliers and imports them
through Shanghai Diamond Exchange;
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Other jewelry and jade: The Company purchases such products from overseas jewelry and jade suppliers
and handles tax-paying import procedures through Shenzhen Jewelry.
The purchase models in 2023 are as follows:
Purchase quantity Purchase amount
Purchase model Raw material
(kg, ct) (RMB 10,000)
Spot trading Gold 3649.54KG 152,722.63
Spot trading Diamonds 1260.66CT 2,267.00
Gold leasing business Gold 118.00 KG 4,742.38
Total 159,732.01
4. Operation of physical stores during the reporting period
In September 2023, the Guorun Direct-sales Store (Tellus) opened on the first floor at the atrium of Tellus
Jewelry Building, Shuibei 2nd Road, Luohu District, Shenzhen City, Guangdong Province. From September to
December 2023, it achieved a sales volume of 55.89 kg and an operating revenue of RMB 23.1971 million, with
an operating cost of RMB 23.1573 million and a gross profit margin of 0.17%.
5. Online sales during the reporting period
In November 2023, Tmall's "Tellus Shuibei Jewelry Flagship Store" opened. From November to December
2023, it achieved an operating income of RMB 5.3689 million, with an operating cost of RMB 5.2811 million
and a gross profit margin of 1.64%.
In November 2023, JD.com's "Tellus Shuibei Jewelry Flagship Store" opened. From November to
December 2023, it achieved an operating income of RMB 7.8716 million, with an operating cost of RMB
7.7941 million and a gross profit margin of 0.98%.
6. Inventory of jewelry business during the reporting period
As of December 31, 2023, the inventory balance of the Company's jewelry business was RMB 178.4258
million, of which the amount measured at fair value was RMB 178.419, corresponding to hedged items with
commodity futures contracts and T+D contracts as hedging instruments and the value of gold leased from China
Everbright Bank.
III. Core Competitiveness Analysis
(I) Location advantage
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The company is located in Shuibei, the core cluster of the jewelry industry in Shenzhen. Shuibei is an
influential professional trading market in China's jewelry industry and a gold and jewelry cluster with the
largest scale, the highest level of development, and the most complete industrial chain in China. Shuibei
accounts for more than 70% of China's gold and jewelry market share. In the core area of one square kilometer
of Shuibei Market, there are tens of thousands of gold and jewelry enterprises. According to the data from the
Shenzhen Gold & Jewelry Association, the annual physical pick-up volume of gold and platinum in Shenzhen
accounts for about 70% of the physical sales volume at Shanghai Diamond Exchange, and the physical
consumption of diamonds accounts for about 80% of the import value at Shanghai Diamond Exchange. In terms
of brand clustering, Luohu District encompasses over 40 leading jewelry enterprises and 29 "China Famous
Trademarks" in the jewelry sector, accounting for 30% of the national total. It has successfully nurtured the
stock exchange listings of Jewelry companies such as Chow Tai Seng and DR Group. Shuibei has formed a
complete industrial chain covering design and R&D, production and manufacturing, exhibition and trading,
brand operation, headquarters office operation, inspection and testing, talent training, etc.
Relying on the significant geographical advantages of the Shuibei area, the Company has gathered a large
number of jewelry suppliers and powerful merchants, which makes it convenient for the Company to carry out
comprehensive third-party services in the jewelry sector. The market influence of Shuibei and the centralized
provision of commercial and trade information offer a favorable business environment and development
platform. This allows the Company to promptly capture market feedback information and respond quickly to
market changes.
(II) Resource advantage
By leveraging the endorsement of state-owned assets and harnessing industrial synergies, the Company
deeply integrates resources from both the supply and demand sides of the jewelry industry. This positions the
Company with a certain advantage in coordinating upstream resources. The Company has established direct
cooperation with domestic and foreign gold jewelry suppliers and processors and held a number of domestic
commodity inspection meetings and bonded exhibitions to reduce the cost of commodity inspection and raw
material procurement and improve its operation efficiency.
In terms of customer expansion, the Company has accumulated certain industry resources and influence. It
closely cooperates with authoritative industry associations such as the Gems & Jewelry Trade Association of
China and Shenzhen Gold & Jewelry Association, actively participates in and organizes various industry
activities, participates in the formulation of industry standards, and continuously expands the popularity and
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influence of the industry. At the same time, it has grasped the trend of digitalization and developed an online
platform through digital transformation. The platform has preliminarily established a certain level of business
support and digital service capabilities.
In addition, the Company has also brought stable business income and cash flow through commercial
complex operation and property value improvement, which lays a solid foundation for its long-term
development. At present, the Company is the largest owner of Tellus-Gmond Gold Jewelry Industrial Park in
the Shuibei area. The Tellus Jewelry Building and Tellus Gold and Diamond Trading Building invested by the
Company have been put into operation successively, maintaining a high occupancy rate. Additionally, the
Company plans to build innovative industrial projects that conform to the overall strategic layout of the city, the
district, and the Company through quality improvement and renovation.
(III) Management advantage
The Company continues to improve its management level, strengthen strategic decomposition and
implementation, optimize and adjust the organizational structure, and enhance its functional guarantee
capability. From the perspective of management promotion and operation, the Company has established a "4S"
management mainline system based on the management orientation and the actual situation of the Company.
From strategic planning and business plans to management statements and assessment and evaluation, scientific
and closed-loop management concepts have been established and various management actions have been linked,
which serve the Company's strategic implementation in a unified way.
In terms of risk control, the Company has formulated strict internal business control processes such as
supplier access standards, a customer evaluation system, and a procurement price comparison system to realize
multi-level risk control over capital, information, and logistics. At the same time, it has strengthened internal
self-inspection and risk control system construction, continuously optimized business processes and internal
control systems in the process of business development, and carried out research and innovation on new
categories and new business models under the premise of controllable risks. With the help of information
system construction, system data analysis, and foresight, the risk early warning capability of business and risk
control departments has been improved.
In terms of human resources, the Company has optimized the employee employment mechanism and
interview process to unleash organizational vitality through two-way communication. It has optimized and
improved the training system, preliminarily established a middle-level management training mechanism
centered around management ability assessment and feedback, and increased efforts in talent development.
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IV. Analysis of Main Business
1. Overview
In 2023, under the correct leadership of the Group's Party Committee and Board of Directors, all Tellus
staff worked together to move forward courageously. The overall operation throughout the year was stable and
the performance continued to improve.
In 2023, the Company's operating income reached RMB 1,846.74 million, with a year-on-year increase of
120.46%. The main reason for the revenue change was the expansion of the gold and jewelry business scale. In
2023, the Company realized a total profit of RMB 153.52 million, representing an increase of RMB 50.68
million over 2022. The net profit attributable to the parent company was RMB 118.26 million, representing an
increase of RMB 34.76 million over 2022. The main reasons for the changes included changes in measurement
methods and payment of severance compensation to employees after the loss of control over a subsidiary, as
well as the commencement of operation of Tellus Gold and Diamond Building. Main business and operation of
the Company in 2023:
(1) Steadily promoting the construction of a comprehensive trade platform: The comprehensive trade
platform was upgraded to one of Shenzhen's five major trade platforms in 2023 and introduced nationwide with
precise business promotion to regions such as East China; It has been included in several three-year action plans
of Shenzhen, which further enhances its industry influence; The Tellus Jewelry Culture Industrial Park, centered
around the platform, made the list of China's Top 100 Comprehensive Commodity Markets and the list of
Fashionable Markets in 2023 sponsored by the State Administration for Market Regulation, with improved
service functions throughout the jewelry industry chain; Positive progress has been made in the introduction of
upstream resources and cooperation with jewelry brands.
(2) Optimizing and improving products and services in jewelry trading: The category advantages have
been continuously strengthened, with the business scale expanding throughout the year; A total of 14 category-
specific viewing meetings were held, resulting in a stable year-over-year growth in import and export volume in
2023; Direct engagement with upstream resources has reduced the procurement viewing costs of customers;
The Company cooperated with the Pearl Department of the Ministry of Natural Resources and Environmental
Conservation of Myanmar, organized the 2023 First Myanmar Pearl Auction Shenzhen, China, and collaborated
with the Thai Gem and Jewelry Traders Association and the Sri Lanka Gem Traders Association, providing a
channel for platform members to access stable and high-quality sources of pearls and colored gemstones.
(3) Promoting the market expansion and digitization of the gold sector concurrently: The Company has
innovated business models, vigorously expanded market channels, involved small and micro jewelry enterprises
in co-building the Tellus Shuibei Designer Cultural Creative Museum, strengthened supply chain integration
and service capabilities, and opened offline stores and online flagship stores to carry out investment gold
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product sales business; It also carries out digital business operation to bring better services and more value to
customers.
(4) Improving the operation level of the physical platform business: The investment attraction and
operation of the Gold and Diamond Building have achieved excellent results, with an overall occupancy rate of
over 95% by the end of 2023; With the settlement of well-known jewelry enterprises in the building, a cluster of
jewelry company headquarters has been established to gather industry traffic; The Jewelry Building has
vigorously tapped its potential to increase income, and new achievements have been made in investment
attraction and operation; the revenue of Tellus Life Experience Hall has risen steadily; the rental income of
many traditional property projects has increased significantly.
(5) Improving the quality and efficiency of internal management: The strategic management is
standardized and orderly, with a stronger leadership role, implementing the "4S management system" driven
mainly by strategy; Organizational structure optimization around strategic goals has been accomplished, with
full promotion of the OKR management system; Efforts have been made to intensify talent development and
reinforce team building; The corporate culture is deepening and becoming more substantial through various
initiatives, such as organizing discussions on "striver's convention," further solidifying the foundation of the
culture of striving.
(6) Adhering to the leadership of Party building: The Company has strengthened learning for Party
building, carried out in-depth research at the grassroots level around 12 topics, conducted 18 field visits and
symposiums, and promoted the solution to a number of difficult problems. The Party Committee of the
Company pays attention to strengthening the construction of grass-roots organizations of the Party, gives full
play to the vanguard and exemplary role of party members, actively explores and innovates the working
methods of Party building, and promotes the high-quality development of various work of the Company.
2. Revenues and costs
(1) Operating revenue composition
Unit: RMB
Year 2023 Year 2022
Proportion in Year-on-year
Proportion in movement
Amount operating Amount
operating revenue
revenue
Total operating
1,846,738,841.89 100% 837,656,274.51 100% 120.46%
revenue
By industry
Jewelry sales and
1,542,107,225.96 83.50% 421,483,320.58 50.32% 265.88%
services
Leasing and
250,517,470.48 13.57% 174,756,009.80 20.86% 43.35%
services
Automobile sales 42,638,840.47 2.31% 196,357,649.27 23.44% -78.29%
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Automobile
maintenance and 11,475,304.98 0.62% 45,059,294.86 5.38% -74.53%
testing
By product
Jewelry sales and
1,542,107,225.96 83.50% 421,483,320.58 50.32% 265.88%
services
Leasing and
250,517,470.48 13.57% 174,756,009.80 20.86% 43.35%
services
Automobile sales 42,638,840.47 2.31% 196,357,649.27 23.44% -78.29%
Automobile
maintenance and 11,475,304.98 0.62% 45,059,294.86 5.38% -74.53%
testing
By region
South China 1,417,912,052.46 76.78% 626,167,138.85 74.75% 126.44%
East China 335,179,719.17 18.15% 54,966,535.20 6.56% 509.79%
North China 85,710,840.18 4.64% 153,009,382.75 18.27% -43.98%
Central China 6,925,197.35 0.37% 3,513,217.71 0.42% 97.12%
Other regions 1,011,032.73 0.05%
By sales model
Direct sales 1,846,738,841.89 100.00% 837,656,274.51 100.00% 120.46%
(2) Industries, products, regions, and sales models with an operating revenue or operating profit accounting for more than
10% of the Company's total
Applicable □ Not applicable
Unit: RMB
Year-on-
Year-on-
year
Gross Year-on-year year
movement
Operating revenue Operating cost profit movement in movement
in
margin operating cost in gross
operating
margin
revenue
By industry
Jewelry sales and
1,542,107,225.96 1,514,822,240.15 1.77% 265.88% 266.98% -0.29%
services
Leasing and
250,517,470.48 85,282,344.36 65.96% 43.35% 36.11% 1.81%
services
Automobile sales 42,638,840.47 38,385,230.69 9.98% -78.29% -79.70% 6.26%
Automobile
maintenance and 11,475,304.98 9,847,384.40 14.19% -74.53% -72.49% -6.38%
testing
By product
Jewelry sales and
1,542,107,225.96 1,514,822,240.15 1.77% 265.88% 266.98% -0.29%
services
Leasing and
250,517,470.48 85,282,344.36 65.96% 43.35% 36.11% 1.81%
services
Automobile sales 42,638,840.47 38,385,230.69 9.98% -78.29% -79.70% 6.26%
Automobile
maintenance and 11,475,304.98 9,847,384.40 14.19% -74.53% -72.49% -6.38%
testing
By region
South China 1,417,912,052.46 1,227,470,886.16 13.43% 126.44% 150.00% -8.16%
East China 335,179,719.17 328,741,786.92 1.92% 509.79% 504.35% 0.88%
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North China 85,710,840.18 84,311,790.11 1.63% -43.98% -44.32% 0.59%
Central China 6,925,197.35 6,817,436.10 1.56% 97.12% 96.09% 0.52%
Other regions 1,011,032.73 995,300.31 1.56%
By sales model
Direct sales 1,846,738,841.89 1,648,337,199.60 10.74% 120.46% 135.38% -5.66%
In case of adjustments to the statistical criteria of the Company's main business in the reporting period, the Company will provide
the main business data adjusted according to the criteria at the end of the reporting period for the most recent year.
□ Applicable Not applicable
(3) Is the Company's physical product sales revenue greater than the service revenue?
Yes □ No
Year-on-year
Industry Item Unit Year 2023 Year 2022
movement
Sales volume KG 3,563.59 1,128.44 215.80%
Production KG 3,781.54 1,345.47 181.06%
Wholesale and
retail of gold Inventory KG 434.98 217.03 100.42%
Explanation of the causes of over 30% changes in the related data
Applicable □ Not applicable
(2) The gold circulation platform took on a new look of development. Guorun Gold was registered on June 28,
2022, and has gradually developed its business.
(4) Performance for major sales contracts and major procurement contracts signed by the Company as of the reporting
period
□ Applicable Not applicable
(5) Composition of operating cost
Industry and product classification
Industry and product classification
Unit: RMB
Year 2023 Year 2022
Proportion Proportio Year-on-year
Industry Item in n in
Amount Amount movement
operating operating
cost cost
Retail and
Jewelry sales and
wholesale of 1,514,822,240.15 91.90% 412,785,619.63 58.95% 266.98%
services
jewelry
Leasing, property
Leasing and
management, and 85,282,344.36 5.17% 62,659,156.85 8.95% 36.11%
services
others
Automobile sales Automobile sales 38,385,230.69 2.33% 189,054,253.07 27.00% -79.70%
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Automobile Automobile
maintenance and maintenance and 9,847,384.40 0.60% 35,790,213.87 5.11% -72.49%
testing testing
Unit: RMB
Year 2023 Year 2022
Proportion Proportio Year-on-
Product Item in n in year
Amount Amount movement
operating operating
cost cost
Jewelry sales Retail and wholesale
1,514,822,240.15 91.90% 412,785,619.63 58.95% 266.98%
and services of jewelry
Leasing, property
Leasing and
management, and 85,282,344.36 5.17% 62,659,156.85 8.95% 36.11%
services
others
Automobile
Automobile sales 38,385,230.69 2.33% 189,054,253.07 27.00% -79.70%
sales
Automobile Automobile
maintenance maintenance and 9,847,384.40 0.60% 35,790,213.87 5.11% -72.49%
and testing testing
Description
N/A
(6) Has the consolidation scope changed during the reporting period?
Yes □ No
The Company had multiple communications with the Japanese shareholder before and after the expiration
of the business term of its subsidiary, SDG Huari, regarding SDG Huari's business term extension, equity
transactions, dissolution, and liquidation, but consensus was not reached on any of these issues. Under the
circumstance that the business term of SDG Huari has expired, and the Company and the Japanese shareholder
could not set up a liquidation team to carry out liquidation within fifteen days from the date of expiration of the
business term of SDG Huari, as the shareholder holding 60% equity of SDG Huari, the Company applied in
October 2022 for the appointment of a liquidation team designated by the People's Court to carry out
compulsory liquidation of SDG Huari according to Articles 180 and 183 of the Company Law of the People's
Republic of China and Article 7 of the Provisions (II) of the Supreme People's Court on Several Issues
Concerning the Application of the Company Law of the People's Republic of China.
On December 21, 2022, the Shenzhen Qianhai Cooperation Zone People's Court in Guangdong Province
issued [2023] Y0391 QS No.9 Civil Ruling, deciding to accept the Company's application for liquidation
against SDG Huari.
On March 21, 2023, the Company received the Decision on Appointing a Liquidation Team ([2023]
Y0391 QQ No. 4) served by the Shenzhen Qianhai Cooperation Zone People's Court, which designated King &
Wood Mallesons Shenzhen Office as the SDG Huari Liquidation Team. The liquidation team reported its work
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to the court, accepted the supervision of the court and creditors and shareholders of the Company, and exercised
various functions and powers in accordance with legal procedures during liquidation.
According to the relevant provisions of the Company Law, the liquidation team designated by the court
shall be responsible for safeguarding, sorting, and disposing of the liquidated company's assets during the
liquidation period, settling debts, and handling outstanding business until the final deregistration of the
company. During the liquidation period, the Company as a shareholder could no longer control the business
decisions of SDG Huari and could not unilaterally apply to the court to revoke the liquidation of SDG Huari.
Therefore, after the court appointed a liquidation group, the Company lost control over SDG Huari and should
not include SDG Huari in its consolidation scope unless there was significant influence.
(7) Major changes or adjustments in the Company's business, products, or services during the reporting period
□ Applicable Not applicable
(8) Key customers and key suppliers
Key customers of the Company
Total sales revenue from the top 5 customers (RMB) 979,817,424.60
Proportion of the total sales revenue from the top 5 customers
53.06%
in total annual sales revenue
Proportion of the sales revenue from the related parties among
5.70%
the top 5 customers in total annual sales revenue
Top 5 customers of the Company
Proportion in total annual
S/N Customer name Sales revenue (RMB)
sales revenue
1 Customer 1 474,217,141.00 25.68%
2 Customer 2 160,694,752.22 8.70%
3 Customer 3 122,782,927.42 6.65%
4 Customer 4 116,873,152.53 6.33%
5 Customer 5 105,249,451.43 5.70%
Total -- 979,817,424.60 53.06%
Explanation on other conditions of key customers
□ Applicable Not applicable
Key suppliers of the Company
Total purchase amount paid to the top 5 suppliers (RMB) 1,440,695,874.42
Proportion of the total purchase amount paid to the top 5
81.70%
suppliers in the total annual purchase amount
Proportion of the purchase amount of the related parties among
0.00%
the top 5 suppliers in the total annual purchase amount
Top 5 suppliers of the Company
Proportion in the total annual
S/N Supplier name Purchase amount (RMB)
purchase amount
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1 Supplier 1 1,007,734,822.92 57.15%
2 Supplier 2 248,756,140.00 14.11%
3 Supplier 3 96,871,592.92 5.49%
4 Supplier 4 47,105,000.00 2.67%
5 Supplier 5 40,228,318.58 2.28%
Total -- 1,440,695,874.42 81.70%
Explanation on other conditions of key suppliers
Applicable Not Applicable
The supplier accounting for more than 50% of the Company's total annual purchase amount during the reporting period was
Shanghai Gold Exchange.
3. Expenses
Unit: RMB
Year-on-year Explanation on major
Year 2023 Year 2022
movement changes
Selling expenses 19,128,514.75 22,034,712.48 -13.19%
First, the increase in
compensation for the
closure of the automobile
business; Second, the year-
on-year increase in
Administrative
85,621,795.09 47,077,679.99 81.87% consulting service fees of
expenses
the Gold and Diamond
Building, such as tax
consultation fees and
special audit evaluation
fees.
First, increased interest
expenses on financing for
the gold business; Second,
after the transfer of the
Financial expenses 5,537,879.92 -4,036,653.35 237.19% Gold and Diamond
Building to fixed assets,
loan interests were
converted to financial
expenses.
Increased number of R&D
R&D expenses 1,965,795.78 802,753.80 144.88%
projects
4. Investment in R&D
Applicable □ Not applicable
Expected impact on the
Name of major R&D Objectives to be
Project purpose Project progress future development of
project achieved
the Company
Construct a data The project has Improve the
Data Model Index Provide high-quality
management system completed the configurability and
System Based on the digital products and
based on the HEART development process expansibility of the
HEART Analysis data services for the
analysis model to by the end of April system, and improve
Model jewelry industry.
obtain and process 2023 and is in the intelligent
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customs declaration, continuous operation. capability of the
contract, and goods system.
information in real-
time.
Develop a cloud-based
trade import and export The project has Realize the real-time
Cloud-based Trade Provide system support
management system completed the update and sharing of
Import and Export for the platform to
based on the SaaS development process import and export data
Management System develop overseas
model to improve the by the end of August of jewelry enterprises
Based on the SaaS business and enhance
import and export 2023 and is under trial and improve data
Model competitiveness.
management of the operation. security.
jewelry industry.
Provide more accurate
and timely data support Enable the Company to
The project has Establish the capacity
Research and through core cope with large-scale
completed the to process data
Development of technologies such as data processing
development process collected offline in
Methods for Offline offline cache, data pressure caused by the
by the end of July 2023 large quantities to
Processing of Business preprocessing, sudden growth of
and is in continuous reduce the cost of
Data distributed processing, business volume at
operation. manual data migration.
and fault-tolerant special time points.
processing.
Build an efficient,
reliable, and scalable The project has Be able to analyze and
Improves the efficiency
Research and real-time data completed the process the stream data
of business data
Development of Real- processing platform to development process that needs real-time
processing and analysis
time Data Calculation provide millisecond- by the end of October processing, and control
in complex business or
Platform level data analysis and 2023 and is in market changes in real-
complex scenarios.
decision support for continuous operation. time.
enterprises.
Develop a member
management system to Serve platform
Research and The project has Achieve all-in-one
strengthen the member members better,
Development of an completed the membership
management ability improve member
All-in-One development process management to
and realize the stickiness, and enable
Comprehensive by the end of effectively improve the
standardization of business units to carry
Intelligent Member December 2023 and is work efficiency of
membership and the out platform business
Management System under trial operation. salespeople.
unified control of more conveniently.
member data.
Develop a systematic Achieve real-time data
Research and platform for The project has collection and
Improve the platform's
Development of an commodity inspection completed the processing to improve
efficiency in
Online Collaborative meetings to improve development process work efficiency; Adopt
organizing commodity
Management System the efficiency and by the end of January advanced security
inspection meetings to
for Jewelry Inspection management of 2024 and is under trial technology to ensure
reduce labor costs.
Meetings commodity inspection operation. system and data
in exhibition activities. security.
Develop an
Meet the regulatory Further improve the
information
Information requirements for functions of data
supervision system for In the development
Supervision System for bonded goods and collection, display and
the jewelry industry to process.
the Jewelry Industry enhance trust in analysis, and data
strengthen business
enterprises. traceability inspection.
data supervision.
R&D personnel of the Company
Year 2023 Year 2022 Percentage change
Number of R&D personnel
6 2 200.00%
(headcount)
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Proportion of R&D personnel 3.97% 0.63% 3.34%
Educational background structure of R&D personnel
Bachelor's degree 3
Master's degree 1
Junior college diploma 2 2
Age composition of R&D personnel
Under 30 1 1 0.00%
30-40 5 0
Over 40 1
R&D investment of the Company
Year 2023 Year 2022 Percentage change
R&D investment amount
1,965,795.78 802,753.80 144.88%
(RMB)
Proportion of investment in
0.11% 0.10% 0.01%
R&D in operating revenue
Capitalized R&D investment
0.00 0.00
amount (RMB)
Proportion of capitalized
R&D investment in R&D 0.00% 0.00%
investment
Causes and impact of major changes in the composition of the Company's R&D personnel
□ Applicable Not applicable
Causes for significant year-on-year changes in the proportion of the total R&D investment in operating revenue
□ Applicable Not applicable
Explanation of the reason for significant changes in the capitalization rate of R&D investment and its justification
□ Applicable Not applicable
5. Cash flow
Unit: RMB
Item Year 2023 Year 2022 Year-on-year movement
Subtotal of the cash inflows
2,019,506,191.37 1,004,298,180.83 101.09%
of operating activities
Subtotal of the cash outflows
2,079,646,197.83 1,056,265,945.12 96.89%
of operating activities
Net cash flow from operating
-60,140,006.46 -51,967,764.29 -15.73%
activities
Subtotal of the cash inflows
677,411,633.15 1,388,465,680.40 -51.21%
of investment activities
Subtotal of the cash outflows
810,619,126.84 1,338,619,900.38 -39.44%
of investment activities
Net cash flow of investment
-133,207,493.69 49,845,780.02 -367.24%
activities
Subtotal of the cash inflows
359,922,892.83 206,424,339.14 74.36%
of financing activities
Subtotal of the cash outflows 397,758,935.44 23,708,532.63 1,577.70%
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of financing activities
Net cash flow of financing
-37,836,042.61 182,715,806.51 -120.71%
activities
Net increase in cash and cash
-231,183,441.67 179,751,243.50 -228.61%
equivalents
Explanation of main influence factors for year-on-year major changes in related data
Applicable □ Not applicable
Year-on-year
Item Year 2023 Year 2022 Description
movement
Subtotal of the cash inflows of The business volume of gold and jewelry
2,019,506,191.37 1,004,298,180.83 101.09%
operating activities increased during the reporting period
Subtotal of the cash outflows of The business volume of gold and jewelry
2,079,646,197.83 1,056,265,945.12 96.89%
operating activities increased during the reporting period
Net cash flow from operating Gold credit sales and stocking business in the
-60,140,006.46 -51,967,764.29 -15.73%
activities year
Subtotal of the cash inflows of Year-on-year decrease in the redemption of
677,411,633.15 1,388,465,680.40 -51.21%
investment activities financial products in the year
Subtotal of the cash outflows of Year-on-year decrease in financial products
810,619,126.84 1,338,619,900.38 -39.44%
investment activities purchased in the year
Net cash flow of investment Year-on-year decrease in the redemption of
-133,207,493.69 49,845,780.02 -367.24%
activities financial products at maturity
Subtotal of the cash inflows of Loans for the gold and jewelry business
359,922,892.83 206,424,339.14 74.36%
financing activities increased during the reporting period
Repayment of long-term borrowings and gold
Subtotal of the cash outflows of
397,758,935.44 23,708,532.63 1,577.70% and jewelry business loans during the reporting
financing activities
period
Net cash flow of financing Repayment of long-term borrowings during the
-37,836,042.61 182,715,806.51 -120.71%
activities reporting period
First, gold credit sales and stocking business;
Net increase in cash and cash
-231,183,441.67 179,751,243.50 -228.61% Second, long-term loan repayment during the
equivalents
reporting period
Explanation of the significant difference between the net cash flow of operating activities during the reporting period and the net
profit of the Company in the year
□ Applicable Not applicable
V. Analysis of Non-main Business
Applicable □ Not applicable
Unit: RMB
Proportion in
Amount Reason Sustainable or not
total profit
Gains from financial investments,
gains from using the equity method
to recognize investments in
Investment income 93,873,513.18 61.15% associate companies, and gains No
from the remeasurement at fair
value of remaining equity after
losing control of a subsidiary
Losses from changes in fair value
of held-to-maturity financial assets,
Gains or losses
and after the loss of control of the
from changes in -12,008,283.18 -7.82% No
subsidiary, the fair value change
fair value
loss of the remaining equity is
reassessed at the end of the year
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Impairment of Provision for the impairment losses
-1,046,935.57 -0.68% No
assets of inventories and fixed assets
Confiscation of security deposits
Non-operating
2,390,834.30 1.56% due to early surrender of lease by No
revenue
merchants
Liquidated damages paid to tenants
Non-operating for the early termination of tenancy
319,297.02 0.21% No
expenditures for renovation and quality
improvement work
VI. Analysis of Assets and Liabilities
1. Major changes in asset composition
Unit: RMB
End of 2023 Beginning of 2023 Proportion Explanation
Proportion in Proportion in increase/de on major
Amount Amount crease changes
total assets total assets
Cash at bank
220,340,961.64 9.17% 413,028,327.36 18.50% -9.33%
and on hand
Accounts
99,635,751.52 4.14% 41,752,179.56 1.87% 2.27%
receivable
Inventory 178,425,833.88 7.42% 116,069,675.39 5.20% 2.22%
Investment
1,008,137,341.80 41.94% 516,360,139.45 23.13% 18.81%
properties
Long-term
equity 76,511,487.57 3.18% 81,024,365.94 3.63% -0.45%
investment
Fixed assets 78,935,843.49 3.28% 102,689,546.42 4.60% -1.32%
Construction in
7,279,570.05 0.30% 409,933,559.27 18.37% -18.07%
progress
Right-of-use
71,904,716.50 2.99% 4,181,242.86 0.19% 2.80%
assets
Short-term
145,131,694.44 6.04% 20,000,000.00 0.90% 5.14%
borrowings
Contract
7,079,975.38 0.29% 9,259,658.43 0.41% -0.12%
liabilities
Long-term
144,820,511.42 6.49% -6.49%
loans
Lease liabilities 69,524,214.23 2.89% 2,926,184.93 0.13% 2.76%
High proportion of overseas assets
□ Applicable Not applicable
2. Assets and liabilities at fair value
Applicable □ Not applicable
Unit: RMB
Item Initial amount Current gains Cumulative Imp Purchase Sales amount in Other Ending
29
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
or losses from change in fair airm amount in the the period changes amount
changes in fair value ent period
value included in accr
equity ued
in
the
peri
od
Financial assets
1. Trading
financial
assets
(excluding 176,133,569.95 -16,611,392.45 550,000,000.00 590,000,000.00 86,772,754.44 206,294,931.94
derivative
financial
assets)
2.
Derivative
298,320.00 298,320.00
financial
assets
3. Other
debt 589,566.66 67,038,381.94 67,627,948.60
investments
4. Other
equity
10,176,617.20 -9,793,299.53 383,317.67
instrument
investments
Subtotal of
financial 186,310,187.15 -15,723,505.79 -9,793,299.53 617,038,381.94 590,000,000.00 86,772,754.44 274,604,518.21
assets
Hedged
79,191,876.11 -101,030.68 0.00 1,452,078,640.07 1,445,367,090.43 0.00 85,802,395.07
items
Total of the
265,502,063.26 -15,824,536.47 -9,793,299.53 0.00 2,069,117,022.01 2,035,367,090.43 86,772,754.44 360,406,913.28
above
Financial
19,062,044.91 2,216,990.00 53,588,960.00 18,174,360.00 189,699.85 56,883,334.76
liabilities
Other changes
After the Company lost control of the subsidiary, the remaining equity was remeasured at fair value and classified as trading
financial assets.
Did major changes occur to the measurement attributes of the main assets of the Company within the reporting period?
□Yes No
3. Restriction on asset rights as at the end of the reporting period
Item Ending balance
Deposit and interest of gold lease 51,328,583.35
Futures and options account margin 8,188,990.60
Amount of judicial control 600,000.00
30
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Total 60,117,573.95
VII. Analysis of Investment
1. Overview
Applicable □ Not applicable
Investment in the reporting period Amount of investment in the same period
Percentage change
(RMB) of the previous year (RMB)
81,106,905.72 281,736,012.60 -71.21%
2. Significant equity investment acquired in the reporting period
□ Applicable Not applicable
3. Significant non-equity investment ongoing in the reporting period
□ Applicable Not applicable
4. Financial assets investment
(1) Security investment
□ Applicable Not applicable
The Company has no securities investment during the reporting period.
(2) Investment in derivatives
Applicable □ Not applicable
1) Investment in derivatives for hedging purposes during the reporting period
Applicable □ Not applicable
Unit: RMB 10,000
Proportion
Current
Cumulat of the
gains
ive Buying Selling ending
or
Initial change amount amount investment
Type of investment in Opening losses Ending
investment in fair during the during the amount in
derivatives amount from amount
amount value reporting reporting the ending
change
included period period net assets
s in fair
in equity of the
value
Company
Futures (via account at
38.20 546.42 0 0 6,563.17 7,132.21 0 0.00%
Everbright Futures)
Futures (via account at
77.60 349.17 0 0 198.98 548.78 358.15 0.22%
Ping An Futures)
Futures (via account at
1,050.00 0 29.83 0 6,456.46 5,643.22 667.45 0.42%
Huatai Futures)
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Futures (via account at
57.20 0 -0.14 0 1,301.26 3,125.83 146.61 0.09%
CITIC Futures)
Revenue swap (via
50.00 0 0 0 56.48 56.48 0 0.00%
CITIC account)
Total 1,273.00 895.59 29.69 0 14,576.35 16,506.52 1,172.21 0.73%
Accounting policies and
specific principles of
accounting for hedging
transactions during the
reporting period and No
whether there is any
significant change in
them compared to the
previous reporting period
Actual gains and losses
Due to the rise in gold price and other reasons, the actual hedging loss of futures account during the
during the reporting
reporting period was RMB 6,254,700
period
Measurement method of hedge effectiveness: hedge effectiveness = change in the price of hedging
futures position /change in the price of hedged spot position. A value closer to 100% indicates a higher
level of hedge effectiveness. According to the Accounting Standards for Business Enterprises of China, a
Hedge effectiveness
hedge is considered highly effective when its effectiveness ranges from 80% to 125%. The Company
sustained a loss of RMB 6,254,700 due to futures price fluctuations. The hedge effectiveness was above
99%, which demonstrates that the Company's hedge was highly effective.
Source of funds for
Own funds
investment in derivatives
The Company's hedging transactions follow the following basic principles: The value change and
contract quantity of the futures products are approximately equivalent to the spot positions; the futures
positions are taken in the opposite direction of the spot positions; and the holding period of the futures
positions matches the risk exposure period in the spot market. The main risks of positions in gold futures
Risk analysis and control include basis risk, forced liquidation risk, and operational error risk.
measures for positions in 1. For the basis risk, when the basis risk shrinks, prioritize using gold leases as inventory and minimize
derivatives during the or keep no proprietary stock;
reporting period 2. For the risk of forced liquidation, establish a risk alert system that triggers a set capital plan when
(including but not there are significant fluctuations in gold price to maintain adequate funds in margin accounts; If there is
limited to market risk, an emergency triggering forced liquidation, report it to the Company's management promptly and
liquidity risk, credit risk, replenish the hedging position that has been forced liquidated;
operational risk, and 3. For the risk of operational errors, implement a trader training mechanism, strictly adhere to system
legal risk) and workflow requirements to perform operations and reviews accordingly, and provide daily reports
consistently.
The Company has established a scientific and effective hedging management system, which is
implemented through four key aspects: organizational structure design, planning systems, management
and evaluation procedures, and dynamic risk monitoring.
Changes in market price
or product fair value
during the reporting
period of invested
derivatives (the analysis During the reporting period, the fair value change of the futures contracts held for hedging purposes was
of the fair value of RMB 296,900. The Company determined the fair value using the closing price on the last trading day in
derivatives should December 2023 (December 29) of the futures contracts held on the Shanghai Gold Exchange, with the
disclose the specific floating gain and loss representing the change in fair value.
valuation methodologies
utilized and the related
assumptions and
parameter inputs)
Involvement in litigation N/A
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(if applicable)
Disclosure date of the
announcement of the
Board of Directors for January 13, 2023
derivatives investment
approval (if any)
1. The Company uses its own funds to establish a gold inventory and uses tools such as gold futures to
hedge the Company's own gold inventory. 1. The Company utilizes its own funds to engage in hedging
transactions. This hedging strategy allows the Company to lock in expected profits on products, control
Special opinions of
operational risks, and improve resilience against market fluctuations, without damaging the interests of
independent directors on
the Company and all shareholders.
investment in derivatives
2. The Company has established a sound organizational structure, business operation procedures,
and risk control of the
approval processes, and Hedging Transaction Management Guidelines for its hedging transactions
Company
conducted during the reporting period.
3. The approval procedures followed by the Company to utilize its own funds for hedging transactions
comply with relevant national laws, regulations, and the Company's Articles of Association.
2) Investment in derivatives for speculative purposes during the reporting period
□ Applicable Not applicable
During the reporting period, the Company had no investment in derivatives for speculative purposes.
5. Usage of raised funds
□ Applicable Not applicable
No raised funds are used within the reporting period of the Company.
VIII. Sales of Major Assets and Equity
1. Sales of major assets
□ Applicable Not applicable
No major asset is sold during the reporting period of the Company.
2. Sales of major equity
□ Applicable Not applicable
IX. Analysis of Main Companies Controlled or Invested in by the Company
Applicable □ Not applicable
Main subsidiaries and equity investments in associated companies that have an impact on the Company's net profit of 10% or more
Unit: RMB
Company Main Registered Total Operating Operating
Type Net assets Net profit
name business capital assets revenue profit
Shenzhen
Automobile
Property 240,716,2 207,597,3 32,686,46 27,244,76 21,284,45
Industry and Subsidiary 58,960,000
lease 15.15 46.00 3.27 9.88 1.94
Trade Co.,
Ltd.
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Shenzhen
Zhongtian Property 630,534,4 482,459,8 126,894,2 73,608,93 55,906,49
Subsidiary 366,221,900
Industry Co., lease 22.14 25.34 90.94 7.18 7.74
Ltd.
Shenzhen
Huari Toyota - - -
Automobile 5,008,846 53,354,43
Sales & Subsidiary 2,000,000 11,323,38 22,299,45 22,275,21
sales .45 3.99
Service Co., 6.27 6.47 5.18
Ltd.
Shenzhen
Xinyongtong
Motor
Property 11,882,66 5,218,067 7,244,015 2,883,640 2,740,738
Vehicle Subsidiary 9,607,800
lease 1.61 .98 .35 .63 .29
Inspection
Equipment
Co., Ltd.
Shenzhen
Tellus
Xinyongtong Property 98,426,26 79,340,74 12,172,95 6,733,708 5,056,050
Subsidiary 32,900,000
Automobile lease 1.53 4.75 4.64 .21 .73
Development
Co., Ltd.
Purchase,
sales, and
leasing of
gold
Shenzhen
ornaments
Tellus
and precious
Treasury 92,141,42 46,425,38 16,505,46 328,517.6 329,343.3
Subsidiary metal 50,000,000
Supply Chain 9.66 7.23 8.41 4 3
products,
Tech Co.,
leasing of
Ltd.
safe deposit
boxes, and
warehousing
services
Jewelry fair
planning,
jewelry
Shenzhen
consignment
Jewelry
, exhibition 55,179,92 35,955,52 12,199,86 4,854,978 4,854,978
Industry Subsidiary 100,000,000
planning, 5.12 8.61 7.27 .01 .20
Service Co.,
conference
Ltd.
services, and
marketing
planning
Sales of
gold bars for
investment,
Guorun Gold gold - -
408,845,6 197,912,5 1,492,021
Shenzhen Subsidiary recycling, 200,000,000 1,555,852 1,528,616
73.40 26.79 ,725.24
Co., Ltd. and gold .20 .54
purification/
exchange
services
Shenzhen Investment
Joint stock 386,977,6 98,501,69 114,967,5 45,918,90 34,214,24
Tellus- in industrial 53,704,960
company 41.70 0.09 24.80 6.43 9.85
Gmond development
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Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
Investment , property
Co., Ltd. management
, and leasing
Acquisition and disposal of subsidiaries during the reporting period
□ Applicable Not applicable
Description of main companies controlled or invested in by the Company
X. Structured Entities Controlled by the Company
□ Applicable Not applicable
XI. Outlook of Future Development
(I) Development strategy
Since the Company formulated the strategy for the transformation to a third-party comprehensive service
provider in the jewelry industry in 2014, it has been unswervingly and steadily promoting the strategic
transformation and project implementation in accordance with the established plan. After years of exploration
and attempts, substantial results have been achieved. During the "14th Five-Year Plan" period, the Company,
based on the new development stage, has been focusing on the strategic approach of "adhering to the
comprehensive value to cross the economic cycle, improving the value chain with services, seeking capital
assignment, and deeply developing third-party jewelry services," dedicated to the development of a jewelry
third-party service platform, deepening the expansion of third-party jewelry services, promoting industrial
upgrading, enhancing productivity and efficiency, and striving to become the most influential comprehensive
third-party service provider in the domestic jewelry and jade industry. In 2024, the Company will make every
effort to promote the high-quality development of jewelry third-party comprehensive services in terms of
business, management, talents, technology, and information, continuously build core competitive advantages,
and promote breakthrough progress in various work.
(II) Business plan for 2024
1. Promote the convergence of Party building and operation in the same direction to improve the overall
quality of the Company's Party-building work. In the process of operation and management, give full play to the
leadership role of the Company's Party Committee in setting direction, overseeing the overall situation, and
ensuring implementation, as well as the exemplary role of Party members. The Company's Party Committee
shall actively explore and innovate ways and methods of Party-building work, focus on strengthening the
grassroots organization of the Party, and facilitate the smooth implementation of strategic planning.
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Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
2. Continuously advance and enhance the capabilities of the comprehensive third-party jewelry service
business with deepening efforts. Comprehensively strengthen market development, continuously broaden
business channels, deepen customer stickiness and diversified services, and promote the construction of a
comprehensive trade platform; Improve the service system and implement new service categories and business
models; Accelerate digital construction in line with business expansion requirements to empower healthy
business development.
3. Continue to innovate and enhance the commercial value of properties. Complete the layout and
adjustment of the Company's physical platform business, expand physical platform connectivity channels,
leverage physical platform advantages, and continuously explore value-added services; Continuously enhance
management level, leverage the support role of information systems, establish customer analysis systems, and
improve service quality; Continuously innovate in operations to create an efficient business management
operations team.
4. Optimize the organizational structure and continuously improve the strategic control capability. Promote
performance with hard work and do a good job in team management; Dynamically adjust the organizational
structure and staffing according to business needs; Continuously improve the incentive mechanism and
strengthen the construction of talent teams; Optimize 4S management system and OKR management tools,
improve management efficiency, and promote strategy implementation.
5. Improve work safety and build a solid foundation for safe development. Increase internal and external
training and retraining and establish a common growth mechanism; Pay close attention to safety management
such as reinforcement and reconstruction of old properties; Complete the evaluation system and the three-year
improvement plan for the work safety management system.
(III) Possible risks and countermeasures
In the process of strategy implementation and project operation, we will objectively and clearly recognize
the possible risks and take active and effective measures to prevent them.
1. Risk of market price fluctuation
The main raw materials of the Company are gold and diamonds. In recent years, affected by changes in
international and domestic economic situations and consumer demand, the prices of raw materials such as gold
fluctuated to a certain extent, causing uncertainty in the Company's operation.
To address this risk, the Company will actively implement various preventive measures: First,
continuously strengthen risk management by establishing a compliance management department, innovating
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Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
risk prevention and control methods, and enhancing risk management capabilities; Second, firmly advance the
Company's strategic transformation, promote the implementation of transformation projects through innovative
business models, explore incremental markets, expand business scale, and seek new profit growth points to
continuously improve the Company's competitiveness and provide a solid foundation for the Company's long-
term stable development.
2. Risk of insufficient reserve of professional talent
Talent is the foundation of enterprise development. After continuous optimization and adjustment, the
talent issue has been alleviated to a certain extent. However, with the continuous deepening and expansion of
transformation business, the shortage of talent is still serious.
In response to this risk, the Company will take the following measures: First, intensify internal training and
external recruitment of professionals; Second, accelerate the training and selection of young managerial
personnel; Third, adopt a business-oriented approach to optimize organizational structure and personnel
allocation and enhance organizational efficiency.
XII. Reception of Investigation, Communication, Interview, and Other Activities during the
Reporting Period
Applicable □ Not applicable
Main points Index of
Way of talked about general
Reception date Reception place Types of visitor Visitor
reception and information investigation
provided information
Whether the
Company
Telephone
January 4, 2023 at the Company Individual Investor discloses its N/A
communication
performance
forecast
Whether the
Company
January 17, Telephone
at the Company Individual Investor discloses its N/A
2023 communication
performance
forecast
Operational
February 14, Telephone
at the Company Individual Investor status of the N/A
2023 communication
Company
Insurance for
directors,
Telephone supervisors,
March 3, 2023 at the Company Individual Investor N/A
communication and senior
executives of
the Company
Telephone Disclosure time
March 22, 2023 at the Company Individual Investor N/A
communication point of the
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annual report of
the Company
Share capital
Telephone
April 7, 2023 at the Company Individual Investor reduction of the N/A
communication
Company
Business
Telephone
April 19, 2023 at the Company Individual Investor situation of the N/A
communication
Company
Number of
Telephone
May 12, 2023 at the Company Individual Investor shareholders of N/A
communication
the Company
Telephone Main business
May 31, 2023 at the Company Individual Investor N/A
communication of the Company
Operational
Telephone
June 21, 2023 at the Company Individual Investor status of the N/A
communication
Company
Stock price
Telephone
June 29, 2023 at the Company Individual Investor issues of the N/A
communication
Company
Dividend
Telephone
June 30, 2023 at the Company Individual Investor matters of the N/A
communication
Company
Semi-annual
Telephone
July 3, 2023 at the Company Individual Investor performance of N/A
communication
the Company
Share capital
Telephone
July 7, 2023 at the Company Individual Investor reduction of the N/A
communication
Company
Semi-annual
Telephone
August 2, 2023 at the Company Individual Investor performance of N/A
communication
the Company
Business
Telephone
August 3, 2023 at the Company Individual Investor situation of the N/A
communication
Company
August 30, Telephone ESG situation
at the Company Individual Investor N/A
2023 communication of the Company
Business
September 15, Telephone
at the Company Individual Investor situation of the N/A
2023 communication
Company
Operational
October 10, Telephone
at the Company Individual Investor situation of the N/A
2023 communication
Company in Q3
Operational
November 9, Telephone
at the Company Individual Investor status of the N/A
2023 communication
Company
Number of
December 4, Telephone
at the Company Individual Investor shareholders of N/A
2023 communication
the Company
Plan for the
General
December 28, Telephone
at the Company Individual Investor Meeting of N/A
2023 communication
Shareholders of
the Company
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XIII. Implementation of the Action Plan for "Improvement in Quality and Return"
Has the Company disclosed the action plan for "improvement in quality and return"?
□Yes No
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Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
Section IV Corporate Governance
I. Basic Information on Corporate Governance
During the reporting period, the Company continuously improved the corporate governance structure and
the internal control system in strict accordance with the Company Law, the Securities Law, the Stock Listing
Rules of the Shenzhen Stock Exchange, the Business Guidelines of Shenzhen Stock Exchange for Self-discipline
Regulation of Listed Companies No. 1 — Standard Operation of Listed Companies on the Main Board, and
other relevant laws and regulations. During the reporting period, the company operated in a standardized
manner with strong independence and proper information disclosure. The corporate governance situation
complies with the regulatory requirements for listed companies. The main aspects of corporate governance are
as follows:
1. Shareholders and the General Meeting of Shareholders
The convening and holding procedures, proposal review procedures, and decision-making procedures of
the General Meeting of Shareholders of the Company comply with the relevant provisions and requirements of
the Company Law, the Articles of Association, and the Rules of Procedure for General Meetings of
Shareholders. The General Meetings of Shareholders were convened and held, and all shareholders, especially
small and medium-sized shareholders, were treated fairly, enjoying equal rights based on their shares. The
Company strictly implemented the Detailed Rules for the Implementation of Online Voting at the General
Meeting of Shareholders to ensure all shareholders' rights to participate in and vote on the Company's decision-
making matters, allowing them to fully exercise their rights. All previous General Meetings of Shareholders
were witnessed by lawyers to effectively maintain the legitimate rights and interests of the listed company and
all the shareholders. The Company also communicated with small and medium-sized shareholders through the
investor relations column on the official website and telephone, ensuring a smooth and fair information
exchange with small and medium-sized shareholders, and fully listened to the demands and suggestions of small
and medium-sized shareholders. During the reporting period, the Board of Directors of the Company convened
and held the 2022 Annual General Meeting of Shareholders and two Extraordinary General Meetings of
Shareholders, and exercised its functions and powers in accordance with laws and regulations, the Articles of
Association, and the Rules of Procedure for General Meetings of Shareholders to form effective resolutions.
2. Directors and the Board of Directors
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During the reporting period, the Company had nine members on the Board of Directors, including 3
independent directors. The number of members on the Board of Directors and the board composition complied
with the requirements of relevant laws and regulations and the Articles of Association. The Board of Directors
has three special committees, namely, the Strategy Committee, the Audit Committee, and the Remuneration and
Appraisal Committee. Each special committee strictly abides by the relevant systems and regulations and
performs its own duties, which effectively strengthens the standardized operation of the work of the Board of
Directors of the Company and provides professional opinions and references for the decision-making of the
Board of Directors. During the reporting period, the Company held 10 meetings of the Board of Directors and
11 meetings of special committees of the Board of Directors in accordance with laws and regulations, the
Articles of Association, the Rules of Procedure for the Board of Directors and the rules of procedure for special
committees. The convening procedures, proposal review procedures, and decision-making procedures of the
meeting all complied with relevant regulations. The directors attended the board meetings with a serious and
responsible attitude and actively participated in relevant training, with familiarity with relevant laws and
regulations and an adequate understanding of their rights, obligations, and responsibilities. The members of the
Board of Directors kept a diligent and responsible attitude with a reasonable structure of expertise in the
performance of their duties and safeguarded the overall interests of the Company. The independent directors
expressed prior approval opinions and independent opinions on relevant matters with a fair and diligent attitude,
which has improved the scientific and fair decision-making of the Board of Directors.
3. Supervisors and the Board of Supervisors
During the reporting period, the Board of Supervisors of the Company consisted of five supervisors,
including two employee representative supervisors. The number of supervisors on the Board of Supervisors and
the board composition meet the requirements of laws, regulations, and the Articles of Association. During the
reporting period, the Company held three meetings of the Board of Supervisors in accordance with relevant
laws and regulations, the Articles of Association, and the Rules of Procedure for the Board of Supervisors. The
supervisors supervised the Company's operation and financial status and the legality and compliance of the
Company's directors and senior executives in performing their duties and safeguarded the legitimate rights and
interests of the Company and shareholders.
4. About senior executives
The senior executives of the Company assumed clear responsibilities and performed their duties in strict
accordance with various management systems such as the Articles of Association and the Working Rules for
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Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
General Manager, held a diligent and responsible attitude, and earnestly implemented and executed the
resolutions of the Board of Directors.
5. Information disclosure and investor relation management
The Company, in strict accordance with the requirements of the Information Disclosure System, designated
the Secretary of the Board of Directors of the Company to be responsible for information disclosure, reception
of shareholders' visits and consultation, and disclosure of relevant information in a true, accurate, complete and
timely manner in strict accordance with relevant regulations. During the reporting period, the Company
designated Securities Times and CNINFO as the newspaper and website for information disclosure, ensuring
that all shareholders have equal opportunities to access information.
6. Relationship between the controlling shareholder and the listed company
The controlling shareholder legally exercised the rights of investors through the General Meeting of
Shareholders without directly or indirectly intervening in the company's decision-making and operations
through any other means. There were no occurrences of misappropriating the funds of the listed company. The
Company and the controlling shareholder maintained a clear separation in terms of assets, finances, personnel,
organization, and business operations. The Company's Board of Directors, Board of Supervisors, and internal
management organizations operated independently to ensure significant decisions of the Company were made
following standardized procedures.
7. Performance evaluation and incentive and restraint mechanisms
The Company gradually established and improved the open and transparent performance evaluation
standards and incentive and restraint mechanisms for directors, supervisors, and senior executives. The
appointment of senior executives of the Company was open and transparent, complying with the provisions of
laws and regulations.
8. About stakeholders
While pursuing economic benefits and protecting the interests of shareholders, the Company fully
respected and safeguarded the legitimate rights and interests of stakeholders, and effectively communicated and
cooperated with stakeholders. The Company paid attention to the protection of employees' rights and interests
and supported the Congress of Employees and trade union organizations to exercise their functions and powers
according to law. During the reporting period, the Company cultivated talents, attached importance to social
responsibility, paid attention to social welfare undertakings such as welfare, environmental protection, and
voluntary service, and achieved good social benefits while achieving economic benefits. As of the end of the
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reporting period, the corporate governance status of the company complied with the requirements specified in
relevant normative documents concerning the governance of listed companies.
Is there any significant difference between the actual corporate governance of the Company and the provisions of laws,
administrative regulations, or the rules of the CSRC governing the governance of listed companies?
□Yes No
There is no significant difference between the actual corporate governance of the Company and the provisions of laws,
administrative regulations, or the rules of the CSRC governing the governance of listed companies.
II. Independence of the Company from Controlling Shareholder and Actual Controller in
terms of Assets, Personnel, Finance, Organizations, and Business
The Company is independent of the controlling shareholder in terms of business, personnel, assets,
organizations, and finance, possessing independent and complete business operations with autonomous
operating capabilities.
1. Business: The Company is an independent legal entity. It is completely independent of the controlling
shareholder in terms of business, possessing independent and complete business operations with autonomous
operating capabilities. The Company has independent operation and service systems and its own leading
business. There is no horizontal competition between the Company and the controlling shareholder or related
parties.
2. Personnel: The Company operates completely independently in terms of labor, personnel, and wage
management and has formulated an independent management system; the General Manager, Deputy General
Managers, Chief Financial Officer, Secretary of the Board of Directors and other senior executives of the
Company have all worked in the Company and received compensation while serving in their respective roles
within the company, without holding any positions in shareholder units. The directors, supervisors, and senior
executives of the Company are all selected in strict accordance with the requirements and procedures of relevant
laws and regulations such as the Company Law, Articles of Association, and rules of procedure for the General
Meeting of Shareholders, the Board of Directors and the Board of Supervisors.
3. Assets: The Company independently and completely owns business systems and related assets related to
its operations. The assets are independently registered, accounted for, managed, and separate from the
controlling shareholder and other enterprises controlled by the controlling shareholder.
4. Finance: The Company has set up an independent financial accounting department and established a
complete set of accounting systems and financial management systems; There is no case where the controlling
shareholder interferes with the Company's capital operation; The Company has opened an independent bank
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account, and there is no deposit of funds into the account of a finance company or a settlement center controlled
by a major shareholder or other related parties; The Company does not share bank accounts with the controlling
shareholder or other enterprises under its control.
5. Organization: The Board of Directors, the Board of Supervisors and other internal organizations of the
Company operate independently. All organizations within the Company are set up according to the
requirements of the specifications of listed companies and the actual business characteristics of the Company.
The Company has an independent office address.
III. Horizontal Competition
□ Applicable Not applicable
IV. Annual General Meeting of Shareholders and Extraordinary General Meetings of
Shareholders during the Reporting Period
1. General Meetings of Shareholders during the reporting period
Investor
Holding Disclosure
Meeting Type attendance Meeting resolution
date date
ratio
Annual
For details, please refer to the Announcement on
General
2022 Annual Resolutions of 2022 Annual General Meeting of
Meeting May 18, May 19,
General Meeting 55.92% Shareholders (Announcement No.: 2023-025) on
of 2023 2023
of Shareholders Securities Times and CNINFO
Sharehold
(www.cninfo.com.cn).
ers
Extraordin
The First ary For details, please refer to the Announcement on
Extraordinary General Resolutions of the First Extraordinary General
February February
General Meeting Meeting 56.30% Meeting of Shareholders in 2023 (Announcement
21, 2023 22, 2023
of Shareholders of No.: 2023-009) on Securities Times and CNINFO
in 2023 Sharehold (www.cninfo.com.cn).
ers
Extraordin
ary For details, please refer to the Announcement on
2023 Second
General Resolutions of the Second Extraordinary General
Extraordinary October October 13,
Meeting 52.91% Meeting of Shareholders in 2023 (Announcement
General Meeting 12, 2023 2023
of No.: 2023-043) on Securities Times and CNINFO
of Shareholders
Sharehold (www.cninfo.com.cn).
ers
2. Preferred shareholders with resumed voting rights request to convene an Extraordinary General
Meeting of Shareholders
□ Applicable Not applicable
44
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
V. Directors, Supervisors, and Senior Executives
1. Basic information
Number
of Numbe
Number Number
shares r of Reasons
of of Other
G Serv held at shares for the
Starting increased decrease increase
en Ag Positio ice Ending date the at the increase
Name date of shares in d shares /decreas
de e n statu of tenure beginni end of /decreas
tenure the in the e
r s ng of the e of
period period (share)
the period shares
(share) (share)
period (share)
(share)
Fu M In
Chairm September September
Chunlo al 51 offic 0 0 0 0 0 -
an 7, 2018 12, 2024
ng e e
M In
Hong Directo September September
al 50 offic 0 0 0 0 0 -
Wenya r 13, 2021 12, 2024
e e
M In
Yang Directo April 29, September
al 43 offic 0 0 0 0 0 -
Xi r 2022 12, 2024
e e
M In
Huang Directo September September
al 37 offic 0 0 0 0 0 -
Liang r 15, 2022 12, 2024
e e
Fe
Huang In
m Directo October September
Tianya 41 offic 0 0 0 0 0 -
al r 12, 2023 12, 2024
ng e
e
Fe Chief
Huang In
m Financi August 2, September
Tianya 41 offic 0 0 0 0 0 -
al al 2023 12, 2024
ng e
e Officer
Indepe
Hu M In
ndent January 4, September
Yumin al 59 offic 0 0 0 0 0 -
Directo 2018 12, 2024
g e e
r
Indepe
Jiang M In
ndent September September
Dingha al 61 offic 0 0 0 0 0 -
Directo 7, 2018 12, 2024
ng e e
r
Indepe
M In
Zhang ndent September September
al 50 offic 0 0 0 0 0 -
Dong Directo 7, 2018 12, 2024
e e
r
Chairm
an of
Guo M In
Board September September
Xiaodo al 60 offic 0 0 0 0 0 -
of 7, 2018 12, 2024
ng e e
Superv
isors
M In
Dai Superv May 18, September
al 48 offic 0 0 0 0 0 -
Zhiwei isor 2023 12, 2024
e e
Fe In
Superv May 18, September
Ye Cao m 38 offic 0 0 0 0 0 -
isor 2023 12, 2024
al e
45
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
e
Fe Emplo
Liu In
m yee September September
Haiche 55 offic 0 0 0 0 0 -
al Superv 7, 2018 12, 2024
ng e
e isor
Emplo
M In
Zhang yee September September
al 40 offic 0 0 0 0 0 -
Zheng Superv 7, 2018 12, 2024
e e
isor
Deputy
Secreta
M In
Tan ry of September September
al 56 offic 0 0 0 0 0 -
Zhong Party 7, 2018 12, 2024
e e
Commi
ttee
Deputy
M Genera In
Xie October September
al 59 l offic 0 0 0 0 0 -
Jing 25, 2018 12, 2024
e Manag e
er
Deputy
M Genera In
Qi September September
al 51 l offic 0 0 0 0 0 -
Peng 29, 2021 12, 2024
e Manag e
er
Secreta
ry of
M the In
Qi December September
al 51 Board offic 0 0 0 0 0 -
Peng 28, 2015 12, 2024
e of e
Directo
rs
Genera
M
Wu l Resi September November
al 53 0 0 0 0 0 -
Ruikai Manag gned 13, 2021 7, 2023
e
er
M
Wu Directo Resi September November
al 53 0 0 0 0 0 -
Ruikai r gned 13, 2021 7, 2023
e
Fe Chief
Lou m Financi Resi January 4, August 3,
56 0 0 0 0 0 -
Hong al al gned 2018 2023
e Officer
Fe
Lou m Directo Resi February August 3,
56 0 0 0 0 0 -
Hong al r gned 27, 2018 2023
e
M
Zhang Superv Resi September April 21,
al 54 0 0 0 0 0 -
Baojun isor gned 13, 2021 2023
e
M
Zeng Superv Resi September April 21,
al 43 0 0 0 0 0 -
Xingyu isor gned 13, 2021 2023
e
Total -- -- -- -- -- -- 0 0 0 0 0 --
Are there any resignations of directors or supervisors and dismissal of senior executives during the reporting period?
Yes □ No
46
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
Mr. Zhang Baojun and Mr. Zeng Xingyu, the former Supervisors of the Company, resigned as Members of
the 10th Board of Supervisors of the Company due to work arrangements. For details, please refer to the
Announcement on Resignation of Supervisors (Announcement No.: 2023-013) published on Securities Times
and CNINFO (www.cninfo.com.cn) on April 21, 2023.
Ms. Lou Hong, the former Director and Chief Financial Officer of the Company, resigned as a Member of
the 10th Board of Directors, Chief Financial Officer, and Member of the Audit Committee due to personal
reasons. For details, please refer to the Announcement on the Resignation of the Company's Director and Chief
Financial Officer and the Appointment of Chief Financial Officer and By-election of Director (Announcement
No.: 2023-036) published on Securities Times and CNINFO (www.cninfo.com.cn) on August 3, 2023.
Mr. Wu Ruikai, the former Director and General Manager of the Company, resigned as a Member of the
10th Board of Directors, General Manager, and Member of the Strategy Committee of the Board of Directors
due to work arrangements. For details, please refer to the Announcement on Resignation of Director and
General Manager (Announcement No.: 2023-045) published on Securities Times and CNINFO
(www.cninfo.com.cn) on November 7, 2023.
Change of Directors, Supervisors, and Senior Executives of the Company
Applicable □ Not applicable
Name Position Type Date Reason
Zhang Resigne
Supervisor April 21, 2023 Resigning as Director due to work arrangements.
Baojun d
Zeng Resigne
Supervisor April 21, 2023 Resigning as Director due to work arrangements.
Xingyu d
Director, Chief
Financial Officer, Resigne Resigning as Director and Chief Financial Officer for
Lou Hong August 3, 2023
and Member of the d personal reasons.
Audit Committee
Resigning as Director, General Manager, and Member
Wu Director and General Resigne
November 7, 2023 of the Strategy Committee of the Board of Directors
Ruikai Manager d
due to work arrangements.
Elected as a Member of the 10th Board of Supervisors
Dai of the Company at the 7th Meeting of the 10th Board
Supervisor Elected May 18, 2023
Zhiwei of Supervisors and the 2022 Annual General Meeting
of Shareholders.
Elected as a Member of the 10th Board of Supervisors
of the Company at the 7th Meeting of the 10th Board
Ye Cao Supervisor Elected May 18, 2023
of Supervisors and the 2022 Annual General Meeting
of Shareholders.
Elected as Chief Financial Officer of the Company at
Huang Chief Financial
Elected August 2, 2023 the 11th Extraordinary Meeting of the 10th Board of
Tianyang Officer
Directors.
Elected as a Member of the 10th Board of Directors of
Huang the Company at the 11th Extraordinary Meeting of the
Director Elected October 12, 2023
Tianyang 10th Board of Directors and the 2nd Extraordinary
General Meeting of Shareholders in 2023.
47
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
2. Employment
Professional background, the main work experience, and the current main duties of the Company's incumbent directors,
supervisors, and senior executives
Name Main Work Experience and Current Position
Born in 1973, he holds a master's degree and is a human resource management professional. He once served as a Deputy
Working Group Leader at Shenzhen SDG Huatong Packaging Co., Ltd., Deputy Business Manager, Business Manager,
Fu Deputy Director and Director of the Human Resources Department of Shenzhen Special Economic Zone Development
Chunlong Group Co., Ltd., Vice President of Shenzhen Special Economic Zone Development Group Co., Ltd., Supervisor of
Shenzhen State-Owned Duty Free Commodity (Group) Co., Ltd., and Supervisor of the Company. He is currently
Secretary of the Party Committee and Chairman of the Board of Directors of the Company.
Born in 1974, he holds a master's degree and is a senior accountant, certified public accountant, and Certified Internal
Auditor (CIA). He once served as Financial Manager of the Business Department and Audit Manager of the Supervision
and Audit Headquarters of Guosen Securities Co., Ltd., Chief Financial Officer of Shenzhen Institute of Building
Research Co., Ltd., Deputy Director of the Finance Department of Shenzhen Yuanzhi Investment Co., Ltd., official
Hong responsible for the budget management and financial supervision of municipal state-owned enterprises at the Statistics
Wenya and Budget Department of the State-owned Assets Supervision and Management Commission of Shenzhen Municipal
People's Government, Deputy Director of the Finance Department and Director of the Compliance Risk Control
Department of Shenzhen Kunpeng Capital Co., Ltd. He is currently a Member of the Party Committee, Director, and
Chief Financial Officer of Shenzhen Special Economic Zone Development Group Co., Ltd. and a Director of the
Company.
Born in 1981, he holds a master's degree. He successively held the posts of Engineer of AVIC SCC, Business Manager
of the Secretariat of the Board of Directors of Shenzhen SDG Information Co., Ltd., Senior Director of the Asset
Management Department of Shenzhen Yantian Port Holdings Co., Ltd., Secretary of the Board of Directors of Shenzhen
Unilumin Technology Co., Ltd., Capital Operation Manager of the Office of the Secretary of the Board of Directors,
Yang Xi
Capital Operation Manager of the Strategic Investment Department, and Deputy General Manager of the Strategic
Investment Department of Shenzhen Special Economic Zone Development Group Co., Ltd. He is currently General
Manager of the Strategic Investment Department of Shenzhen Special Economic Zone Development Group Co., Ltd. and
a Director of the Company.
Born in 1987, he holds a bachelor's degree in economics. He also holds the SZSE Qualification Certificate for Secretary
of the Board of Directors and the Securities Qualification Certificate. He successively worked at the Nanshan District
Administration of Work Safety, Shenzhen Qixin Construction Group Co., Ltd., Hong Kong Litong International
Huang
Holdings (Group) Limited, and China Baoan Group Co., Ltd. In May 2017, he joined Shenzhen Special Economic Zone
Liang
Development Group Co., Ltd. and successively served as Office Secretarial Manager, Senior Secretarial Manager, and
Deputy Office Director (presiding over the work). He is currently the Office Director of Shenzhen Special Economic
Zone Development Group Co., Ltd. and a Director of the Company.
Born in December 1983, she has a bachelor's degree in management and is a non-practicing certified public accountant,
tax advisor, and intermediate accountant. She successively served as an auditor at Baker Tilly China Certified Public
Huang Accountants Shenzhen Branch, as a specialist responsible for consolidated statements at the Finance Department of the
Tianyang Company, and as Accounting Manager, Senior Accounting Manager, and Deputy General Manager of the Financial
Management Department of Shenzhen Special Development Group Co., Ltd. She currently serves as the Company's
Director and Chief Financial Officer.
Born in 1965, he holds a doctor's degree and is a professor of accounting. He successively worked as a teaching assistant,
lecturer, and associate professor at the School of Economics of Xiamen University, an associate professor at the
Management School of Jinan University, Deputy Director and Director of the Accounting Department of the
Hu Yuming Management School of Jinan University, dean of the Department of Accounting, Deputy Dean of the International
School of Jinan University, and Deputy Dean of the Management School of Jinan University. He is currently a professor
and doctoral supervisor at the Management School of Jinan University, an Independent Director of By-Health Co., Ltd.,
and an Independent Director of the Company.
Born in 1963, he holds a master's degree and is a lawyer. He once served as Director of the Regulation Consultation
Department of Shenzhen Social Security Bureau, Deputy Director of the Office of Shenzhen Labor Bureau, Office
Jiang Director of Shenzhen Special Economic Zone Development Group Co., Ltd., Chairman of Shenzhen SDG Songli Co.,
Dinghang Ltd., Party Branch Secretary, Chairman, and General Manager of Shenzhen Communication Industry Co., Ltd., and an
apprentice lawyer at Guangdong Zhong An Law Office. He is now a Senior Partner of Shanghai AllBright (Shenzhen)
Law Firm and an Independent Director of the Company.
Born in 1974, he has a doctor's degree and is a postdoctoral fellow in economics, professorate senior economist, senior
gold investment analyst, and GIA research gemologist. He once served as Deputy General Manager of Shenzhen
Qiangzhuang Computer Technology Co., Ltd., Deputy General Manager of Shenzhen Brain Times Economy and Culture
Zhang
Co., Ltd., Assistant to the President of Hong Kong Leader Culture Media Co., Ltd., General Manager of Shenzhen
Dong
Zhongshi Advertising Co., Ltd., General Manager of Heilongjiang Liuguifu Jewelry Co., Ltd., and President of Liuguifu
Jewelry Group Co., Ltd. He is currently Chairman of Yijixuan Jewelry (Chengdu) Co., Ltd. and an Independent Director
of the Company.
Guo Born in 1964, he holds a master's degree and is a senior economist. He once served as Deputy General Manager of
Xiaodong Shenzhen SDG Development Center Construction Supervision Company, Director and General Manager of Shenzhen
48
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
SDG Development Center Property Management Company, Deputy General Manager of Shenzhen SDG Property Co.,
Ltd., Chairman of the Board of Supervisors of Shenzhen SDG Real Estate Co., Ltd. and Chairman of the Board of
Supervisors of Shenzhen SDG Xiaomeisha Tourism Development Co., Ltd. He currently serves as Chairman of the
Board of Supervisors of the Company.
Born in January 1976, he is a member of the Communist Party of China with a master's degree. He holds the titles of
certified public accountant, accountant, and economist. He once served as the Deputy General Manager and Chief
Financial Officer of Guangdong Kaisa Jiayun Technology Co., Ltd., and the Manager of the Finance Department and
Dai Zhiwei
Strategic Operation Department of Shenzhen SDG Real Estate Co., Ltd. He is currently the Deputy General Manager of
the Financial Management Department of Shenzhen Special Economic Zone Development Group Co., Ltd. and a
Supervisor of the Company.
Born in February 1985, she is a member of the Communist Party of China with a bachelor's degree and an intermediate
accountant. Previously, she was the head of the Audit Department of Shenzhen SDG Information Co., Ltd. She is
Ye Cao
currently the Deputy General Manager of the Audit Risk Management Department of Shenzhen Special Economic Zone
Development Group Co., Ltd. and a Supervisor of the Company.
Born in 1969, she holds a master's degree and is a senior engineer. She once served as a staff member of the Design
Department of Dongfeng Motor Wheel Co., Ltd., a staff member of the Technical Department of Shenzhen Dongfeng
Motor Co., Ltd., a staff member of the Secretariat of Shenzhen Automobile Industry Association, a staff member of the
Liu
Business Department of the Automobile Business Division of the Company, a staff member, Deputy Manager, and
Haicheng
Manager of the Business Management Department of the Company, and Director of Secretariat of the Board of Directors
of the Company. She is currently Deputy General Manager of the Jewelry Business Management Division of the
Company and an Employee Representative Supervisor of the Company.
Born in 1984, he holds a bachelor's degree and is an intermediate accountant and human resource management
professional. He once served as a senior auditor at the Shenzhen Branch of Peking Certified Public Accountants, a
Zhang
financing specialist at the Planning and Finance Department of Shenzhen Special Economic Zone Development Group
Zheng
Co., Ltd., Deputy Director of the Planning and Finance Department of the Company, and Director of the Audit
Department of the Company. He is currently an Employee Representative Supervisor of the Company.
Born in 1968, he holds a bachelor's degree and has a lawyer qualification certificate and an enterprise legal counsel
qualification certificate. He once served as a legal counsel and Deputy Manager of the Enterprise Management
Department of Shenzhen Auto Motive Industry & Trade General Company, Deputy Director of the Secretariat of the
Tan Zhong Board of Directors, Legal Affairs Representative, and Manager of the Enterprise Management Department of the
Company, and General Manager and Secretary of the Party General Branch of Shenzhen SDG Huari Automobile
Enterprise Co., Ltd. He currently serves as the Company's Deputy Secretary of the Party Committee and Chairman of the
trade union.
Born in 1965, he is a Canadian and holds a bachelor's degree in Engineering. He is a senior engineer and certified
supervision engineer. He once served as a structural engineer at Hunan Light Industry Design Institute, an engineer at the
Hunan Branch of the Bank of China, General Manager Assistant of the Real Estate Department and Manager of the
Xie Jing Engineering Department of Shenzhen Special Economic Zone Development Group Co., Ltd., Deputy General Manager
of Shenzhen Jincheng Real Estate Group Co., Ltd., Executive President of Shenzhen Jiaanda Investment Group Co., Ltd.,
and General Manager of Land Reserve Center of Weiye Holdings Ltd. He currently serves as Deputy General Manager
of the Company.
Born in 1973, he holds a master's degree and is an economist. He has obtained the SZSE Qualification Certificate for
Secretary of the Board of Directors. He once served as the Secretary of the Chairman and the head of the Information
Center of Shenzhen Special Economic Zone Development Group Co., Ltd., Deputy Director of the Secretariat of the
Board of Directors, Deputy Manager of the Enterprise Management Department, and Manager of the Business
Qi Peng Department of the Automobile Business Division of Shenzhen Tellus Holding Co., Ltd., General Manager of Shenzhen
Tellus Automobile Service Chain Co., Ltd., General Manager of Shenzhen Tellus Xinyongtong Automobile
Development Co., Ltd., and Director of the Secretariat of the Board of Directors of Shenzhen Tellus Holding Co., Ltd.
He is currently Chairman of Shenzhen Jewelry Industry Service Co., Ltd. and Deputy General Manager and Secretary of
the Board of Directors of the Company.
Position in shareholder units
Applicable □ Not applicable
Whether there is
compensation or
Position in the Starting date of Ending date of
Individual Shareholder unit allowance in the
shareholder unit tenure tenure
shareholder's
entity or not
Shenzhen Special Member of the
Economic Zone Party Committee,
Hong Wenya June 15, 2021 Yes
Development Director and Chief
Group Co., Ltd. Financial Officer
Shenzhen Special General Manager
Yang Xi December 6, 2021 Yes
Economic Zone of Strategic
49
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
Development Investment
Group Co., Ltd. Department
Shenzhen Special
Economic Zone December 28,
Huang Liang Office Director Yes
Development 2023
Group Co., Ltd.
Deputy General
Shenzhen Special
Manager of
Economic Zone
Dai Zhiwei Financial February 1, 2023 Yes
Development
Management
Group Co., Ltd.
Department
Shenzhen Special
Deputy General
Economic Zone
Ye Cao Manager of Audit February 1, 2023 Yes
Development
Department
Group Co., Ltd.
Conditions on service in other units
Applicable □ Not applicable
Whether
there is
compensatio
Position held in Starting date of Ending date of
Individual Name of other units n or
other units tenure tenure
allowance in
the other
units or not
Hong Shenzhen SDG Information Co.,
Director December 16, 2022 July 15, 2024 No
Wenya Ltd.
Hong Shenzhen SEZ Construction
Supervisor November 29, 2021 No
Wenya Group Co., Ltd.
Shenzhen SDG Information Co.,
Yang Xi Director December 13, 2021 July 15, 2024 No
Ltd.
Shenzhen Zhishenggao
Yang Xi Technology Development Co., Chairman June 26, 2023 No
Ltd.
Dai Shenzhen SDG Microfinance
Director November 6, 2023 No
Zhiwei Co., Ltd.
Dai Shenzhen SDG Investment Co., Chief Financial
February 9, 2023 No
Zhiwei Ltd. Officer
Shenzhen Shenshan Special
Dai
Cooperation Zone SDG Saige Supervisor February 9, 2023 No
Zhiwei
Technology Co., Ltd.
SDG Fuhai Equity Investment
Dai Chief Financial
Fund Management (Shenzhen) February 9, 2023 No
Zhiwei Officer
Co., Ltd.
Chairman of
Shenzhen Microgate Technology
Ye Cao Board of February 27, 2023 No
Co., Ltd.
Supervisors
Shenzhen SDG Shengao Club
Ye Cao Supervisor February 9, 2023 No
Management Co., Ltd.
Shenzhen SDG Microfinance
Ye Cao Supervisor February 9, 2023 No
Co., Ltd.
Shenzhen Zhishenggao
Ye Cao Supervisor February 9, 2023 No
Technology Research Institute
Professor and
Hu Doctoral
Jinan University June 1, 2003 Yes
Yuming Supervisor of the
School of
50
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
Management
Hu Independent
By-Health Co., Ltd. August 24, 2023 August 23, 2026 Yes
Yuming Director
Jiang Shanghai Allbright (Shenzhen)
Senior Partner April 1, 2005 Yes
Dinghang Law Offices
Zhang Yijixuan Jewelry (Chengdu)
Chairman September 3, 2019 Yes
Dong Co., Ltd.
Condition
s on The positions of the Company's directors, supervisors and senior executives in other units are those of non-holding
service in subsidiaries of the Company.
other units
Penalties imposed by securities regulatory institution in past three years on directors, supervisors and senior executives who are in-
service and left their posts during the reporting period
□ Applicable Not applicable
3. Compensation of Directors, Supervisors and Senior Executives
The decision-making procedures, determination basis and actual payment of the compensation of directors, supervisors and senior
executives shall be implemented in strict accordance with the Company's Detailed Rules for the Implementation of Compensation
and Appraisal Committee of the Board of Directors, Management Measures for Compensation and Performance of the
Management Team, Compensation Management System for Headquarters Staff, Performance Management Measures for
Headquarters Staff and other relevant systems.
Compensation of the directors, supervisors and senior executives of the Company during the reporting period:
Unit: RMB 10,000
Whether to
Total
receive
compensation
Service compensation
Name Gender Age Position before tax
status from related
received from
parties of the
the Company
Company
Fu Chunlong Male 51 Chairman In office 112.11 No
Hong Wenya Male 50 Director In office 0 Yes
Wu Ruikai Male 53 Director, General Manager Resigned 87.97 No
Yang Xi Male 43 Director In office 0 Yes
Huang Liang Male 37 Director In office 0 Yes
Huang Director, Chief Financial
Female 41 In office 18.41 No
Tianyang Officer
Hu Yuming Male 59 Independent Director In office 8 No
Jiang
Male 61 Independent Director In office 8 No
Dinghang
Zhang Dong Male 50 Independent Director In office 8 No
Chairman of Board of
Guo Xiaodong Male 60 In office 74.88 No
Supervisors
Dai Zhiwei Male 48 Supervisor In office 0 Yes
Ye Cao Female 38 Supervisor In office 0 Yes
Liu Haicheng Female 55 Employee Supervisor In office 51.22 No
Zhang Zheng Male 40 Employee Supervisor In office 48.39 No
Deputy Secretary of Party
Tan Zhong Male 56 In office 76.36 No
Committee
Xie Jing Male 59 Deputy General Manager In office 73.29 No
Deputy General Manager,
Qi Peng Male 51 In office 80.46 No
Secretary of the Board of
51
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
Directors
Zhang Baojun Male 54 Supervisor Resigned 0 Yes
Zeng Xingyu Male 43 Supervisor Resigned 0 Yes
Director, Chief Financial
Lou Hong Female 56 Resigned 52.21 No
Officer
Total -- -- -- -- 699.3 --
Others
□ Applicable Not applicable
VI. Duty Performance of Directors during the Reporting Period
1. Information of the Board of Directors during the reporting period
Meeting Holding date Disclosure date Meeting resolution
The Eighth
For details, please refer to the Announcement on Resolutions of the
Extraordinary
January 12, Eighth Extraordinary Meeting of the Tenth Board of Directors
Meeting of the January 13, 2023
2023 (Announcement No.: 2023-001) of Securities Times and CNINFO
Tenth Board of
(www.cninfo.com.cn)
Directors
The Ninth
For details, please refer to the Announcement on Resolutions of the
Extraordinary
February 2, Ninth Extraordinary Meeting of the Tenth Board of Directors
Meeting of the February 3, 2023
2023 (Announcement No.: 2023-004) of Securities Times and CNINFO
Tenth Board of
(www.cninfo.com.cn)
Directors
The Seventh
For details, please refer to the Announcement on Resolutions of the
Formal Meeting
Seventh Formal Meeting of the Tenth Board of Directors
of the Tenth April 25, 2023 April 27, 2023
(Announcement No.: 2023-014) of Securities Times and CNINFO
Board of
(www.cninfo.com.cn)
Directors
The Tenth
For details, please refer to the Announcement on Resolutions of the
Extraordinary
Tenth Extraordinary Meeting of the Tenth Board of Directors
Meeting of the July 31, 2023 August 1, 2023
(Announcement No.: 2023-033) of Securities Times and CNINFO
Tenth Board of
(www.cninfo.com.cn)
Directors
The Eleventh
For details, please refer to the Announcement on Resolutions of the
Extraordinary
August 2, Eleventh Extraordinary Meeting of the Tenth Board of Directors
Meeting of the August 3, 2023
2023 (Announcement No.: 2023-035) of Securities Times and CNINFO
Tenth Board of
(www.cninfo.com.cn)
Directors
The Eighth
For details, please refer to the Announcement on Resolutions of the
Formal Meeting
August 23, Eighth Formal Meeting of the Tenth Board of Directors
of the Tenth August 24, 2023
2023 (Announcement No.: 2023-037) of Securities Times and CNINFO
Board of
(www.cninfo.com.cn)
Directors
The Twelfth
For details, please refer to the Announcement on Resolutions of the
Extraordinary
September 21, September 22, Twelfth Extraordinary Meeting of the Tenth Board of Directors
Meeting of the
2023 2023 (Announcement No.: 2023-039) of Securities Times and CNINFO
Tenth Board of
(www.cninfo.com.cn)
Directors
The Ninth
Formal Meeting
October 25,
of the Tenth Deliberation on the Report for the Third Quarter of 2023
2023
Board of
Directors
The Thirteenth December 5, December 6, For details, please refer to the Announcement on Resolutions of the
52
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
Extraordinary 2023 2023 Thirteenth Extraordinary Meeting of the Tenth Board of Directors
Meeting of the (Announcement No.: 2023-046) of Securities Times and CNINFO
Tenth Board of (www.cninfo.com.cn)
Directors
The Fourteenth
For details, please refer to the Announcement on Resolutions of the
Extraordinary
December 28, December 29, Fourteenth Extraordinary Meeting of the Tenth Board of Directors
Meeting of the
2023 2023 (Announcement No.: 2023-047) of Securities Times and CNINFO
Tenth Board of
(www.cninfo.com.cn)
Directors
2. Attendance of directors at the Board of Directors and General Meeting of Shareholders
Attendance of directors at the Board of Directors and General Meeting of Shareholders
Attendanc
Number of Attendances Attendances Attending the
es at the
attendances to Attendances at the Board at the Board Times of Board of
General
Name of the Board of at the Board of Directors of Directors absence at Directors not in
Meeting
Director Directors of Directors through through the Board person for two
of
during the in person communicatio entrusting Meeting consecutive
Sharehold
reporting period n tools others times or not
ers
Fu
10 5 5 0 0 No 3
Chunlong
Hong
10 5 5 0 0 No 0
Wenya
Yang Xi 10 5 5 0 0 No 0
Huang
10 5 5 0 0 No 2
Liang
Huang
3 1 2 0 0 No 0
Tianyang
Jiang
10 5 5 0 0 No 2
Dinghang
Hu
10 2 8 0 0 No 1
Yuming
Zhang
10 5 5 0 0 No 3
Dong
Explanation on failure to attend the Board of Directors in person two consecutive times: During the reporting period, there were no
cases where directors did not attend the Board of Directors in person twice.
3. Objection to related matters of the Company by directors
Whether the directors have any objection to the related issues of the Company or not
□Yes No
The directors have not raised any objection to related issues during the reporting period.
4. Other instructions to duty performance of the directors
Whether the suggestions related to the Company proposed by the directors are accepted or not
Yes □ No
Description on acceptance or non-acceptance of relevant suggestions related to the Company proposed by the directors
During the reporting period, all directors of the Company carried out their work in strict accordance with
the Company Law, the Securities Law, the Business Guidelines of Shenzhen Stock Exchange for Self-discipline
53
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
Regulation of Listed Companies No. 1 — Standard Operation of Listed Companies on the Main Board and
other laws, regulations and normative documents, as well as the Articles of Association and the Rules of
Procedure of the Board of Directors, and were faithful to their duties, diligent and responsible. They all actively
attended the Board Meeting, understood the operational substance of the matter under consideration, carefully
reviewed and discussed various proposals, and put forward targeted suggestions for the Company's internal
control, operation management and strategic layout. In accordance with the relevant provisions of the Measures
for the Administration of Independent Directors of Listed Companies, the independent directors of the
Company give full play to their own professional knowledge, make independent and impartial judgments, carry
out effective supervision on the financial, production and operation activities and information disclosure of the
Company, play a positive role in the scientific decision-making and standardized operation of the Board of
Directors, and effectively safeguard the legitimate rights and interests of the Company and all shareholders. The
Company listens carefully to the suggestions put forward by the directors and actively adopts reasonable
suggestions that meet the development of the Company.
VII. Special Commission Set under the Board of Directors during the Reporting Period
Num
Important Other
ber
Name of Comment Perfor Details of
of
Committe Members Holding date Content of Meeting s and mance Objections
Meet
e Suggestio of (if any)
ings
ns Duties
Held
Deliberation on the Proposal
February 2, Being
on Reappointment of Auditors - -
2023 approved
in 2022
The preliminary arrangements
February 10, for an audit of the 2022 Being
- -
Hong Wenya, Lou 2023 financial report were approved
Hong, Hu announced at the meeting.
Yuming, Jiang Reporting to the Audit
Audit 4
Dinghang, Zhang April 25, Committee on 2022 financial Being
Committe - -
Dong 2023 position and results of approved
e of the
operations
Tenth
Deliberate the Proposal on
Board of
Carrying out the Selection and
Directors August 1, Being
Employment of Intermediaries - -
2023 approved
for Financial Statements and
Internal Control Audit in 2023
Hong Wenya, Hu Deliberate the Proposal on
Yuming, Jiang September Adjusting Members of the Being
1 - -
Dinghang, Zhang 20, 2023 Audit Committee of the Board approved
Dong of Directors
Fu Chunlong, October 24, Deliberation on the Report for Being
1 - -
Hong Wenya, Hu 2023 the Third Quarter of 2023 approved
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Yuming, Jiang
Dinghang, Zhang
Dong
Deliberate the Performance
April 25, Being
Indicators of the Management - -
2023 approved
Team in 2023
1. Deliberate the Proposal on
Job Appraisal Results of
Deputy General Manager of
the Company
Compensa
August 22, 2. Deliberate the Proposal on Being
tion and - -
2023 Amending the Management approved
Appraisal Fu Chunlong,
Measures for Compensation
Committe Hong Wenya, Hu
and Performance of the
e of the Yuming, Jiang 4
Management Team of the
Tenth Dinghang, Zhang
Company
Board of Dong
Deliberate the Proposal on
Directors
September 2022 Annual Appraisal Results Being
- -
20, 2023 of the Company's Management approved
Team
Deliberate the Proposal on
Approval and Payment of
December 27, Being
Bonuses for the Company's - -
2023 approved
Partial Management Team
Projects
Strategic
Committe Fu Chunlong,
Deliberate the Proposal on
e of the Hong Wenya, Wu September Being
1 Amending the Strategic - -
Tenth Ruikai, Yang Xi, 20, 2023 approved
Planning Management System
Board of Huang Liang
Directors
VIII. Work of the Board of Supervisors
Whether the Board of Supervisors has found any risks in the Company's supervision activities during the reporting period or not
□Yes No
The Board of Supervisors has not raised any objection to the supervision issues during the reporting period.
IX. Employees of the Company
1. Number of employees, professional composition and level of education
Number of existing employees in the parent company at the
103
end of the reporting period (person)
Number of existing employees in the main subsidiaries at the
48
end of the reporting period (person)
Total number of existing employees at the end of the reporting
151
period (person)
Total number of employees payable in current period (person) 188
Number of retired employees with expenses incurred by the
0
parent company and main subsidiaries (person)
Professions
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Type of professions Number of professional persons (person)
Production personnel 0
Sales personnel 29
Technician 8
Financial personnel 20
Administrative personnel 94
Total 151
Level of education
Category of education level Number of employees (person)
Master's degree and above 32
Bachelor's degree 84
Junior college and below 35
Total 151
2. Compensation policy
The Company shall strictly follow the Compensation Management System for Headquarters Staff, Performance Appraisal
Management System for Headquarters Staff and other systems.
3. Training plan
The annual training focuses on improving the training system for new employees, enhancing the
management skills of middle-level management personnel, strengthening professional training on jewelry,
continuously enriching the training content, expanding the training form, optimizing the training process,
clarifying the training purpose and improving the training effect in actual training work. Specific measures are
as follows: First, enrich and optimize the induction learning database for new employees and update the
employee manual; Organize and hold two symposiums for new employees throughout the year to help them
quickly integrate into the Company; Second, try to establish a middle-level management personnel training
system with management ability evaluation and feedback as the core; Third, organize professional training on
jewelry throughout the year, covering international trade, risk management, processing and import and export
business.
4. Labor outsourcing
□ Applicable Not applicable
X. Profit Distribution and Capital Reserve Converted into Share Capital of the Company
Preparation, implementation or adjustment of the profit distribution policy during the reporting period, especially the cash
dividend policy
Applicable □ Not applicable
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The Company attaches great importance to the reasonable return to investors. The Articles of Association specifies the standards
and proportions of cash dividends, decision-making procedures and mechanisms, and the form of profit distribution. The Company
strictly implements the Articles of Association and the resolutions of the General Meeting of Shareholders. The standards and
proportions of dividend distribution are clear and definite, the relevant decision-making procedures and mechanisms are complete,
the minority shareholders have the opportunity to fully express their opinions and demands, and the legitimate rights and interests
of minority shareholders are fully safeguarded.
Special Explanation on Cash Dividend Policy
Whether it complies with the provisions of the Articles of
Association or the requirements of resolutions of the general Yes
meeting of shareholders:
Whether the dividend standards and proportions are definite
Yes
and clear:
Whether the relevant decision-making processes and
Yes
mechanisms are complete:
Whether the independent directors perform their duties and
Yes
play their due role:
If the Company does not make cash dividends, it shall disclose
the specific reasons and the next measures to be taken to Yes
enhance the level of returns for investors:
Whether the minority shareholders have the opportunity to
fully express their opinions and demands and whether their Yes
legitimate rights and interests are adequately protected:
Whether the conditions and procedures for adjusting and
changing the cash dividend policy are compliant and Yes
transparent:
During the reporting period, the Company had profits and the parent company had positive distributive profit for shareholders;
however, the cash bonus distribution pre-plan was not proposed
□ Applicable Not applicable
Profit distribution and capital reserve converted into share capital during the reporting period
Applicable □ Not applicable
Number of bonus shares per 10 shares (share) 0
Number of dividends per 10 shares (RMB) (tax-inclusive) 0.31
Base of share capital in distribution pre-plan (share) 431,058,320
Amount of cash dividends (RMB) (tax-inclusive) 13,362,807.92
Amount of cash dividends in other ways (such as share
0.00
repurchase) (RMB)
Total amount of cash dividends (including other ways) (RMB) 13,362,807.92
Distributable profit (RMB) 103,114,028.96
The proportion of total cash dividends (including other ways)
100%
to total profit distribution
Cash dividends for the current reporting period
Others
Description of details on pre-plan of profit distribution or transfer from capital reserve to share capital
In order to actively return shareholders and enable investors to participate in and share the operating results of the Company's
development, according to the Articles of Association, the Shareholder Return Plan for the Next Three Years (2023-2025) of the
Company, the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange and other regulations on cash dividends,
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and taking into account the Company's future strategic layout and other capital expenditure needs, the Company plans to distribute
a cash dividend of RMB 0.31 (including tax) for every 10 shares to all shareholders based on the total share capital of 431,058,320
shares as of December 31, 2023, with a total cash dividend of RMB 13,362,807.92, without bonus shares or capital increase. This
profit distribution plan shall be implemented after being reviewed and approved by the General Meeting of Shareholders.
XI. Implementation of the Company's Equity Incentive Plan, Employee Stock Ownership
Plan or Other Employee Incentive Measures
□ Applicable Not applicable
During the reporting period, there is no equity incentive plan, employee stock ownership plan or other employee incentive
measures and their implementation for the Company.
XII. Establishment and Implementation of Internal Control System during the Reporting
Period
1. Establishment and implementation of internal control
During the reporting period, the Company has established a systematic and effective internal control
system from the governance level to each work process level and will continuously improve it. The Board of
Directors is responsible for the establishment, improvement and effective implementation of the internal control
system; The Audit Committee assists in the formulation and review of the Company's internal control system,
and audits and supervises major related party transactions; The Compliance Management Department is
responsible for the specific organization and implementation of the Company's internal control system; The
person in charge of the enterprise, department and office specifically undertakes the internal control work of the
enterprise, department and office; The Board of Supervisors shall supervise the internal control system
established and implemented by the Board of Directors. The Company has established the above internal
control organizational structure according to the Basic Standard for Enterprise Internal Control and its
supporting guidelines, defined the work objectives, responsibilities and authorities of each post of the Company,
and established corresponding checks and balances and supervision mechanisms to ensure that each post
performs its duties within the scope of authority.
Based on the identification results of material deficiencies in internal control over financial reports of the
Company, there are no material deficiencies in internal control over financial reports on the base date of the
internal control assessment report. The Company has maintained effective internal control over financial
reporting in all material aspects in accordance with the requirements of the enterprise's internal control standard
system and relevant regulations.
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2. Details about material deficiency in internal controls during the reporting period
□Yes No
XIII. Management Control over the Subsidiaries during the Reporting Period
Problems
Integration Solutions Resolution Follow-up
Company name Integration Plan Encountered in
Progress Taken Progress Resolution Plan
Integration
N/A N/A N/A N/A N/A N/A N/A
XIV. Internal Control Evaluation Report or Auditor's Report on Internal Control
1. Internal Control Evaluation Report
Disclosure date of the internal control
March 28, 2024
evaluation report
Disclosure index of the internal control For details, please refer to the 2023 Annual Internal Control Self-evaluation Report
evaluation report disclosed by the Company on CNINFO (http://www.cninfo.com.cn)
Proportion of total unit assets included in
the evaluation scope to total assets from
100%
the Company's consolidated financial
statements
Proportion of unit operating revenue
included in the evaluation scope to
100%
operating revenue from the Company's
consolidated financial statements
Deficiency Identification Standards
Type Financial Reports Non-financial Reports
1. Material deficiencies: Deficiencies, 1. Material deficiencies:
either individually or in combination (1) Major decisions violate the
with other deficiencies, resulting in a Company's prescribed procedures,
material misstatement in a financial causing major losses to the Company;
report that cannot be prevented or (2) Serious violation of laws and
detected and corrected in a timely regulations, causing heavy losses to the
manner. The following situations shall be Company;
deemed as material deficiencies: (3) Lack of system control or failure of
(1) Management fraud leads to material system for important business;
misstatement of financial results or (4) Serious turnover of core management
provision of false financial reports, personnel or core technical personnel;
misleading users of financial reports, (5) The material deficiencies in the
Qualitative standards
resulting in decision-making errors and internal control evaluation results have
litigation; not been rectified;
(2) Ineffective control environment; (6) The internal control of information
(3) Major internal control deficiencies disclosure fails, resulting in the
found and reported to the management Company being publicly condemned by
have not been corrected after a regulatory authorities.
reasonable period of time; 2. Significant deficiencies:
(4) The Company fails to perform the (1) The Company violates the internal
corresponding decision-making rules and regulations of the enterprise,
procedures for the decision-making of resulting in relatively large losses;
major matters, resulting in significant (2) Serious brain-drain in key positions
losses to the Company; of the Company;
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(5) Lack of effective control over (3) The Company's important business
important businesses involving the system or system has defects;
Company's production and operation; (4) The significant deficiencies in the
(6) Other deficiencies that seriously Company's internal control have not been
mislead the correct judgment of the user rectified.
of the statement and lead to major 3. General deficiency refers to other
compensation of the Company. deficiencies in control other than the
2. Significant deficiencies: Deficiencies, above-mentioned material deficiency and
either individually or in combination significant deficiency.
with other deficiencies, resulting in the
failure to prevent or detect and correct
misstatements in the financial report in a
timely manner that do not meet or exceed
the level of materiality but still deserve
the attention of the management. The
following situations shall be deemed as
significant deficiencies:
(1) Failure to select and apply accounting
policies in accordance with generally
accepted accounting principles;
(2) Failure to establish anti-fraud
procedures and control measures;
(3) There is no corresponding control
mechanism established or implemented
for the accounting treatment of
unconventional or special transactions,
and there is no corresponding
compensatory control;
(4) There are one or more deficiencies in
the control of the financial reporting
process at the end of the period, and
there is no reasonable assurance that the
financial statements prepared are true
and accurate.
3. General deficiency refers to other
deficiencies in control other than the
above-mentioned material deficiency and
significant deficiency.
1. Material deficiencies: the amount of
1. Material deficiencies: misstatement >
loss > 1.5% of equity of the owner of the
10% of the total profit, and the absolute
parent company, and the absolute
amount > RMB 10 million;
amount > RMB 10 million;
2. Significant deficiencies: 5% of the
2. Significant deficiencies: 0.5% of
total profit < misstatement ≤ 10% of the
equity of the owner of the parent
total profit, and the absolute amount >
company < loss amount ≤ 1.5% of equity
Quantitative standards RMB 5 million; or RMB 5 million <
of the owner of the parent company, or
absolute amount ≤ RMB 10 million, and
RMB 5 million < absolute amount ≤
the misstatement amount > 5% of the
RMB 10 million;
total profit;
3. General deficiencies: the amount of
3. General deficiencies: misstatement ≤
loss ≤ 0.5% of equity of the owner of the
5% of the total profit, or absolute amount
parent company, or the absolute amount
≤ RMB 5 million.
≤ RMB 5 million.
Number of material deficiencies in the
0
financial report (Nr.)
Number of material deficiencies in the
0
non-financial report (Nr.)
Number of significant deficiencies in the 0
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financial report (Nr.)
Number of significant deficiencies in the
0
non-financial report (Nr.)
2. Auditor's report on internal control
Applicable □ Not applicable
Review opinion paragraph in auditor's report on internal control
In our opinion, Tellus maintained, in all material respects, effective internal control over financial reporting as at December 31,
2023 in accordance with the Basic Standard for Enterprise Internal Control and relevant regulations.
Disclosure of auditor's report on internal control Disclosure
Disclosure date of auditor's report on internal control March 28, 2024
Disclosure index of auditor's report on internal control CNINFO (http://www.cninfo.com.cn)
Type of opinion in auditor's report on internal control Standard unqualified opinion
Whether there are material deficiencies in the non-financial
No
report
Whether the accounting firm issues a non-standard opinion in the auditor's report on internal control
□Yes No
Whether the auditor's report on internal control issued by the accounting firm is consistent with the self-evaluation report of the
Board of Directors
Yes □ No
XV. Rectification of Problems Identified in the Self-inspection over the Listed Company's
Special Governance Measures
N/A
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Section V Environmental and Social Responsibility
I. Major Environmental Protection Issues
Whether the listed company and its subsidiaries belong to the key pollutant discharge units announced by the environmental
protection department
□Yes No
Administrative penalties imposed for environmental problems during the reporting period
Impact on the
Rectification
Name of Company Reason for Production and
Violations Penalty Measures of the
or Subsidiary Punishment Operation of the
Company
Listed Company
N/A N/A N/A N/A N/A N/A
Disclosure of other environmental information with reference to key pollutant discharge units
During the reporting period, the Company and its subsidiaries have not been subject to administrative punishment due to
environmental problems.
Measures and effects to reduce carbon emissions during the reporting period
□ Applicable Not applicable
Reasons for failure to disclose other environmental information: The Company and its subsidiaries are not key pollutant discharge
units announced by the environmental protection department, and there was no punishment due to violations of laws and
regulations during the reporting period.
II. Social Responsibilities
The Company takes it as its duty to return shareholders, cultivate outstanding employees and give back to
society. The Company actively safeguarded the legitimate rights and interests of shareholders based on the
principle of fairness. The Company advocated the realization of enterprise value and self-value, created a
common and harmonious corporate atmosphere for development, and carried out more than 30 events and
activities. It actively repaid the society and the public to demonstrate its sense of responsibility as a state-owned
enterprise, carried out 16 condolence activities in hot weather and 7 volunteer activities throughout the year, and
organized small advertising clean-up campaigns for shops on the first floor of Taohuayuan Community in
Sungang Sub-district to help improve the community environment.
In 2023, the Company had no work safety liability accident. The Company further implemented the main
responsibilities, signed 146 work safety responsibility statements for all employees, completed 16 work safety
education and training sessions attended by 372 people, carried out 6 emergency drills on work safety accidents
attended by 482 people, investigated more than 700 hidden dangers and rectified them as scheduled. The
Company hired a third-party professional organization to evaluate the work safety management system, solve
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Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
the pain points and difficulties of safety management, and provide ideas and method support for management
improvement.
III. Details on Consolidating and Expanding Its Achievements in Poverty Alleviation and
Rural Revitalization
The Company actively responded to the implementation of the rural revitalization strategy by assigning
special personnel to Chengtian Town in Shantou City to carry out assistance work. It organized more than 60
Party members and applicants for Party membership to go to Chengtian Town to learn about the situation of
rural revitalization construction on site, visit poor old Party members in the village, and sign an agreement with
the Party organization of Shangyan Village in Chengtian Town for pairing and co-construction of enterprise and
village organizations. Since 2021, one backbone Party member has been sent to Shangyan Village, Chengtian
Town, Shantou City, a front-line village in rural areas, to help with rural revitalization. So far, the service has
lasted more than 800 days. At the same time, the Company promoted the sales of agricultural and sideline
products in poverty-stricken areas by purchasing instead of donating, used consumption to help poverty-stricken
areas build agricultural product sales channels, and effectively promoted local poverty alleviation and rural
revitalization with practical actions. In addition, the Company also organized 139 employees to make donations
and raised nearly RMB 17,000.
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Section VI Important Matters
I. Performance of Commitments
1. Commitments that have been fulfilled during the reporting period and have not yet been fulfilled as at
the end of the reporting period by the Company's actual controller, shareholders, related parties,
acquirers, the Company and other commitment related parties
Applicable □ Not applicable
Com Com
Commit Perfo
Commitment Commitm mitm mitme
Commitment Content ment rman
Cause ent Party ent nt
Period ce
Type Time
During
the
period
The Company will maintain the independence of the listed
Ensu of being
company and maintain personnel independence, institutional
re the the
independence, financial independence and asset integrity with the
indep indirect
Shenzhen listed company. The listed company will still have independent Dece In
ende controlli
Investmen operation ability, independent procurement, production and sales mber perfo
nce ng
t Holdings system, and independent intellectual property rights. 30, rman
of sharehol
Co., Ltd. In case of violation of the above commitments, the Company will 2022 ce
listed der of
bear corresponding legal responsibilities, including but not
comp Tellus
limited to compensation for all losses caused to the listed
anies Holding
company.
, a listed
compan
y
1. As of the signing date of this Letter of Commitment, the
Company and other enterprises controlled by the Company have
Commitment not engaged in businesses and activities that are in direct
made in competition with or may constitute direct competition with Tellus
acquisition and will not engage in businesses and activities that are in direct
During
report or competition with or may constitute direct competition with Tellus
the
report of in the future (except those arranged based on Shenzhen SASAC
period
equity change or similar government agencies);
of being
2. During the period of being the indirect controlling shareholder
Avoi the
of Tellus and during Tellus' listing on Shenzhen Stock Exchange,
d indirect
Shenzhen the Company will fully respect the independent operation Dece In
horiz controlli
Investmen autonomy of all subsidiaries controlled by the Company and mber perfo
ontal ng
t Holdings ensure that the legitimate rights and interests of Tellus and its 30, rman
comp sharehol
Co., Ltd. minority shareholders will not be infringed; 2022 ce
etitio der of
3. The Company promises not to seek illegitimate interests with
n Tellus
the status of controlling shareholder of Tellus, thus damaging the
Holding
rights and interests of Tellus and its minority shareholders;
, a listed
4. The Company promises not to assist any party to engage in any
compan
business activities that are in substantial competition or potential
y
competition with the main business of Tellus by using the
information learned or known from Tellus;
5. If the Company or other enterprises controlled by the Company
violate the above commitments and guarantees, the Company
shall bear the economic losses caused to the listed company.
Shenzhen Redu 1. The Company and the companies, enterprises and economic Dece During In
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Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
Investmen ce organizations controlled or actually controlled by the Company mber the perfo
t Holdings and (excluding enterprises controlled by listed companies, hereinafter 30, period rman
Co., Ltd. stand collectively referred to as "affiliated companies") will exercise 2022 of being ce
ardiz the rights of shareholders, fulfill the obligations of shareholders, the
e and maintain the independence of listed companies in terms of indirect
relate assets, finance, personnel, business and institutions in strict controlli
d accordance with the provisions of laws, regulations and other ng
party normative documents; sharehol
trans 2. The Company promises not to use its position as a controlling der of
actio shareholder to urge the General Meeting of Shareholders or the Tellus
ns Board of Directors of the listed company to make resolutions that Holding
infringe upon the legitimate rights and interests of other , a listed
shareholders of the listed company; compan
3. The Company or its affiliated companies will try to avoid y
related party transactions with listed companies. If it is inevitable
to have related party transactions with listed companies, the
Company or its affiliated companies will urge the controlled
entities to trade with listed companies on an equal and voluntary
basis in accordance with fair, reasonable and normal commercial
transaction conditions;
4. The Company or its affiliated companies will perform the
decision-making procedures of related party transactions and the
corresponding information disclosure obligations in strict
accordance with the Articles of Association of the listed company
and relevant laws and regulations;
5. The Company or its affiliated companies will ensure that they
will not seek special interests beyond the above provisions
through related party transactions with the listed company,
illegally transfer the funds and profits of the listed company
through related party transactions, and maliciously damage the
legitimate rights and interests of the listed company and its
shareholders through related party transactions.
In case of violation of the above commitments, the Company will
bear corresponding legal responsibilities, including but not
limited to compensation for all losses caused to the listed
company.
Commitment
Shenzhen In
made during In the future, the Company will disclose relevant information Octob
Tellus Other Long perfo
the initial regarding the progress of its new businesses in a timely, accurate er 17,
Holding s term rman
public offering and sufficient manner in accordance with relevant requirements. 2014
Co., Ltd. ce
or refinancing
Shenzhen Special Economic Zone Development Group Co., Ltd.,
the controlling shareholder of the Company, issued the Letter of
Commitment to Avoiding Horizontal Competition on May 26,
2014. The commitments are as follows:
1. The Company and other enterprises controlled by the Company
Other Shenzhen
other than Tellus Holding are not engaged in businesses that are
commitments Special Horiz
in substantial competition with the main business of Tellus In
made for Economic ontal May
Holding, and there is no horizontal competition relationship with Long perfo
minority Zone comp 26,
Tellus Holding; term rman
shareholders Developm etitio 2014
2. The Company and other enterprises controlled by the Company ce
of the ent Group n
shall not directly or indirectly engage in or participate in any
Company Co., Ltd.
business that constitutes or may constitute competition with the
main business of Tellus Holding in any form;
3. If the Company and other enterprises controlled by the
Company can engage in or participate in any business opportunity
that may compete with the main business of Tellus Holding, they
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Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
shall notify Tellus Holding of the above business opportunity
before implementing or signing relevant agreements. If Tellus
Holding makes a positive reply within a reasonable period
specified in the notice that it is willing to take advantage of the
business opportunity, the business opportunity will be given
priority to Tellus Holding.
From 2023 to 2025, the Company's profits will be first used to
cover the losses of previous years; After making up for the losses
Divid
Shenzhen of previous years, on the premise that the Company's profits and In
end April Decemb
Other Tellus cash flow meet the normal operation and long-term development perfo
com 27, er 31,
commitments Holding of the Company, the Company will implement an active profit rman
mitm 2023 2025
Co., Ltd. distribution method to reward shareholders. For details, please ce
ent
refer to the Shareholder Return Plan for the Next Three Years
(2023-2025) disclosed on www.cninfo.com.cn on April 27, 2023.
Whether the
commitments
Yes
are duly
performed
If the
commitment is
not fulfilled
after the time
limit, the
specific
N/A
reasons for the
failure of
fulfillment and
the next work
plan shall be
specified
2. If the profit forecast can be carried out for the Company's assets or projects and the reporting period
is within the period of profit forecast, the Company shall explain whether the assets and projects can
realize the original profit forecast and specify the reasons.
□ Applicable Not applicable
II. Occupation of Non-operating Funds of the Listed Company of Controlling Shareholder
and Other Related Parties
□ Applicable Not applicable
Non-operating fund occupied by the controlling shareholder and other related parties towards the listed company is not identified
within the reporting period of the Company.
III. Illegal Foreign Guarantee
□ Applicable Not applicable
During the reporting period, the Company has no illegal foreign guarantees.
IV. Description of the Board of Directors on the Latest "Non-Standard Auditor's Report"
□ Applicable Not applicable
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V. Description of the Board of Directors, Board of Supervisors and Independent Directors
(If Any) on the "Non-Standard Auditor's Report" Issued by the Accounting Firm during
the Reporting Period
□ Applicable Not applicable
VI. Description of the Changes in Accounting Policies and Accounting Estimates or
Correction of Major Accounting Errors as Compared with Those in the Financial Report
for the Previous Year
Applicable □ Not applicable
In November 2022, the Ministry of Finance issued Interpretation No. 16 of the Accounting Standards for
Business Enterprises (CK [2022] No. 31) (hereinafter referred to as "Interpretation No. 16"). According to the
provisions of Interpretation No. 16, when it is an individual transaction that is not a business merger, affects
neither accounting profits nor taxable income (or deductible losses) at the time of the transaction, and results in
an equal taxable temporary differences and deductible temporary differences due to initial recognition of assets
and liabilities, for the taxable temporary differences and deductible temporary differences arising from initial
recognition of assets and liabilities, the corresponding deferred tax liabilities and deferred tax assets shall be
recognized respectively at the time of transaction in accordance with the relevant provisions of the Accounting
Standards for Business Enterprises No. 18—Income Tax. For the above transactions that occur between the
beginning of the earliest period for the presentation of the financial statements in which the above provisions
are first applied and the date of implementation of this Interpretation, enterprises shall adjust the beginning
retained earnings and other relevant financial statement items for the earliest period in which the financial
statements are presented according to the above provisions for the cumulative effect. The above accounting
treatment provisions shall come into force from January 1, 2023.
If taxable temporary differences and deductible temporary differences arise from the lease liabilities and
right-of-use assets recognized by the Company in the lease business, adjustment shall be made in accordance
with the provisions of Interpretation No. 16.
VII. Explanation on Change of Scope of Consolidated Financial Statements Compared with
the Financial Statement of the Previous Year
Applicable □ Not applicable
The Company had multiple communications with the Japanese shareholder before and after the expiration
of the business term of its subsidiary, SDG Huari, regarding SDG Huari's business term extension, equity
67
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transactions, dissolution, and liquidation, but consensus was not reached on any of these issues. Under the
circumstance that the business term of SDG Huari has expired, and the Company and the Japanese shareholder
could not set up a liquidation team to carry out liquidation within fifteen days from the date of expiration of the
business term of SDG Huari, as the shareholder holding 60% equity of SDG Huari, the Company applied in
October 2022 for the appointment of a liquidation team designated by the People's Court to carry out
compulsory liquidation of SDG Huari according to Articles 180 and 183 of the Company Law of the People's
Republic of China and Article 7 of the Provisions (II) of the Supreme People's Court on Several Issues
Concerning the Application of the Company Law of the People's Republic of China.
On December 21, 2022, the Shenzhen Qianhai Cooperation Zone People's Court in Guangdong Province
issued [2023] Y0391 QS No.9 Civil Ruling, deciding to accept the Company's application for liquidation
against SDG Huari.
On March 21, 2023, the Company received the Decision on Appointing a Liquidation Team ([2023]
Y0391 QQ No. 4) served by the Shenzhen Qianhai Cooperation Zone People's Court, which designated King &
Wood Mallesons Shenzhen Office as the SDG Huari Liquidation Team. The liquidation team reported its work
to the court, accepted the supervision of the court and creditors and shareholders of the Company, and exercised
various functions and powers in accordance with legal procedures during liquidation.
According to the relevant provisions of the Company Law, the liquidation team designated by the court
shall be responsible for safeguarding, sorting, and disposing of the liquidated company's assets during the
liquidation period, settling debts, and handling outstanding business until the final deregistration of the
company. During the liquidation period, Tellus Holding as a shareholder could no longer control the business
decisions of SDG Huari and could not unilaterally apply to the court to revoke the liquidation of SDG Huari.
Therefore, after the court appointed a liquidation group, Tellus Holding lost control over SDG Huari and should
not include SDG Huari in its consolidation scope unless there was significant influence.
VIII. Employment and Dismissal of Accounting Firms
Current employed accounting firm
Name of domestic accounting firm Grant Thornton China (Special General Partnership)
Salary of domestic accounting firm (RMB 10,000) 75
Duration of audit service provided by domestic accounting firm 1
Name of CPA of domestic accounting firm Wu Liang, Xie Mingming
Duration of audit service provided by CPA of domestic
Wu Liang 1 year, Xie Mingming 1 year
accounting firm
68
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Whether the employment of the accounting firm will be changed during the current period
Yes □ No
Whether the employment of the accounting firm will be changed during audit
□Yes No
Whether the approval procedures are fulfilled for changing accounting firms
Yes □ No
Detailed description of the change in employment or alteration of accounting firms:
In view of the fact that RSM China (Special General Partnership) (hereinafter referred to as "RSM China")
has provided audit services for the Company for many consecutive years and considering the development of
the Company and the audit needs, the accounting firm was changed upon deliberation by the Board of Directors
and the General Meeting of Shareholders of the Company after the expiration of cooperation with RSM China,
and Grant Thornton China (Special General Partnership) was employed as the financial audit firm and internal
control audit firm of the Company in 2023. The Company has fully communicated with RSM China on the
change of accounting firm, and RSM China has clearly understood this matter and has no objection to this
change.
Employment of accounting firm, financial consultant or sponsor for internal control audit
Applicable □ Not applicable
The Company employed Grant Thornton China (Special General Partnership) as its 2023 annual financial and
internal control audit firm. The employment term was one year, and the internal control audit fee was RMB 250,000.
IX. Delisting after Disclosure of Annual Report
□ Applicable Not applicable
X. Matters Relating to Bankruptcy Reorganization
□ Applicable Not applicable
Matters concerning bankruptcy reorganization are not identified within the reporting period of the Company.
XI. Major Litigation and Arbitration Matters
Applicable □ Not applicable
Whethe
Basic
r Progress Execution
informatio Amount
estimat of of Discl
n of involve Litigation (arbitration) trial
ed litigation litigation osure Disclosure index
litigation d (RMB results and impacts
liabiliti (arbitratio (arbitration date
(arbitration 10,000)
es are n) ) judgment
)
formed
Dispute The first-instance judgment July Announcement on Progress
over 19.84 No Closed confirmed the shareholder - 7, of Litigation Matters of
confirmati qualification of the Japanese 2023 Holding Subsidiaries
69
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
on of enterprise, and the second- (Announcement No.: 2023-
shareholde instance judgment rejected 030) of Securities Times
r the appeal and upheld the and CNINFO
qualificatio original judgment; there was (www.cninfo.com.cn)
ns of SDG no significant impact on the
Huari production and operation of
the Company.
Dispute The civil mediation
over document was received on
project July 7, 2023, and the
payment Company does not need to
33.81 No Closed -
(the bear responsibility; there is
Company no significant impact on the
is the production and operation of
defendant) the Company.
The judgment of the first
instance was received on
Dispute September 6, 2023, rejecting
over land the Company's litigation
lease request. The Company has
contract 1,403. filed an appeal within the
No Ongoing N/A
(the 76 appeal period, and the
Company second instance has not yet
is the been held; It has no
plaintiff) significant impact on the
production and operation of
the Company.
XII. Punishment and Rectification
□ Applicable Not applicable
No punishment or rectification is identified within the reporting period of the Company.
XIII. Integrity Situation of the Company and its Controlling Shareholder and Actual
Controller
□ Applicable Not applicable
XIV. Major Related Party Transactions
1. Related party transactions concerning daily operations
Applicable □ Not applicable
Propo Appr
Pricin Exc Marke
Amount rtion oved Settlem
Relat Type Conte g Price eed t price
of to transa ent
ionsh of nt of princi of the of
Related related transa ction method Disc
ip of relate relate ple of relate appr availa Disclo
transacti party ction amou s of losu
relate d d relate d oved ble sure
on transacti amou nt related re
d party party d party amo simila index
parties on nt of (RM party date
partie transa transa party transa unt r
(RMB the B transact
s ctions ction transa ction or transa
10,000) same 10,00 ion
ction not ction
kind 0)
70
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
A
Direc
tor of
Shenzhe the Provi Accordi
n Renfu Com Daily de ng to
Tellus pany relate prope Mark the
Automo conc d rty et 545. contract 545.0
545 2.07% 545 No
biles urren party leasin pricin 00 amount 0
Service tly transa g g or
Co., serve ctions servic agreem
Ltd. s as es ent
its
Direc
tor
Shenzhe Subsi Provi Accordi
n SDG diary Daily de ng to
Tellus of relate prope Mark the
Anno
Property contr d rty et 13.4 contract
13.49 0.05% 21 No 13.49 unce
Manage olling party leasin pricin 9 amount
ment
ment share transa g g or
on
Co., holde ctions servic agreem
Daily
Ltd. r es ent
Relate
Provi
d
de
Subsi Accordi Party
prope
Shenzhe diary Daily ng to Trans
rty
n SDG of relate Mark the action
leasin
Microfi contr d et 124. contract 124.2 s in
g and 124.22 0.47% 150 No Apri
nance olling party pricin 22 amount 2 2023
mana l 27,
Co., share transa g or (Anno
geme 202
Ltd. holde ctions agreem unce
nt 3
r ent ment
servic
No.:
es
2023-
Provi
018)
Shenzhe Subsi de Accordi
of
n SDG diary Daily prope ng to
Securi
Service of relate rty Mark the
ties
Co., contr d leasin et 363. contract 363.0
363.05 1.38% 510 No Times
Ltd. and olling party g and pricin 05 amount 5
and
its share transa parki g or
CNIN
branche holde ctions ng agreem
FO
s r servic ent
es
Provi
Shenzhe
de
n Accordi
vehicl
Special Daily ng to
Contr e
Econom relate Mark the
olling maint
ic Zone d et contract
share enanc 0.82 0.82 0.11% 3 No 0.82
Develop party pricin amount
holde e and
ment transa g or
r testin
Group ctions agreem
g
Co., ent
servic
Ltd.
es
Shenzhe Subsi Daily Provi Mark Accordi
n SDG diary relate de et ng to
0.13 0.13 0.02% 2 No 0.13
Tellus of d vehicl pricin the
Property contr party e g contract
71
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Manage olling transa maint amount
ment share ctions enanc or
Co., holde e and agreem
Ltd. r testin ent
g
servic
es
Shenzhe Subsi Acce Accordi
n SDG diary Daily pt ng to
Enginee of relate engin Mark the
ring contr d eering et 135. 100.0 contract 135.4
135.41 200 No
Manage olling party super pricin 41 0% amount 1
ment share transa vision g or
Co., holde ctions servic agreem
Ltd. r es ent
Acce
pt
Shenzhe Subsi Accordi
prope
n SDG diary Daily ng to
rty
Service of relate Mark the
mana
Co., contr d et 1,76 1,768. 84.21 contract 1,768
geme 1,816 No
Ltd. and olling party pricin 8.37 37 % amount .37
nt and
its share transa g or
securi
branche holde ctions agreem
ty
s r ent
servic
es
Acce
Shenzhe Subsi Accordi
pt
n SDG diary Daily ng to
prope
Tellus of relate Mark the
rty
Property contr d et 261. 12.45 contract 261.3
mana 261.39 340 No
Manage olling party pricin 39 % amount 9
geme
ment share transa g or
nt
Co., holde ctions agreem
servic
Ltd. r ent
es
Enter
prises
contr Accordi
Guoren
olled Daily Acce ng to
Property
by relate pt Mark the
&
indire d insura et 41.4 61.52 contract
Casualty 41.49 0 Yes 41.49
ct party nce pricin 9 % amount
Insuranc
contr transa servic g or
e Co.,
olling ctions es agreem
Ltd.
share ent
holde
rs
3,253.
Total -- -- -- 3,587 -- -- -- -- --
37
Details of large sales return N/A
The actual performance during the
reporting period (if any) if the total
amount of daily related party Normal performance
transactions occurring in the current
period is estimated by category
Reasons for the great difference
N/A
between the transaction price and
72
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
market reference price (if
applicable)
2. Related party transactions from acquisition and sale of assets or equity
□ Applicable Not applicable
During the reporting period, the Company has no related party transaction from the acquisition and sale of assets or equity.
3. Related party transaction of joint foreign investment
□ Applicable Not applicable
During the reporting period, the Company has no related party transaction of joint foreign investment.
4. Transaction related to credit and debt
Applicable □ Not applicable
Whether there are transactions of non-operating related credits and debts
□Yes No
During the reporting period, the Company has no transactions related to credit and debt.
5. Transactions with related finance companies
□ Applicable Not applicable
There is no deposit, loan, credit or other financial business between the Company and related finance companies and related
parties.
6. Transactions between finance companies controlled by the Company and related parties
□ Applicable Not applicable
There is no deposit, loan, credit or other financial business between the finance companies controlled by the Company and related
parties.
7. Other major related party transactions
□ Applicable Not applicable
During the reporting period, the Company has no other major related party transactions.
XV. Major Contracts and Performance
1. Trusteeship, contracting and leasing matters
(1) Trusteeship
□ Applicable Not applicable
During the reporting period, the Company has no trusteeship.
73
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
(2) Contracting
□ Applicable Not applicable
During the reporting period, the Company has no contracting.
(3) Leasing
□ Applicable Not applicable
During the reporting period, the Company has no major leases.
2. Significant guarantees
Applicable □ Not applicable
Unit: RMB 10,000
External guarantees of the Company and its subsidiaries (excluding the guarantees to subsidiaries)
Disclosu
re date
of the Whether
relevant Actual Actual it is
Name of Guarante Type of Counter- Whether
announc date of guarante Collatera Guarante provided
guarante e guarante guarante it is
ement of occurren e l (if any) e period to
ed party amount e e (if any) fulfilled
the ce amount related
guarante parties
e
amount
To the
expiratio
n date of
Shenzhe
the joint
n Renfu
venture
Tellus Septemb
March contract
Automo er 30, 3,500 1,277.5 Pledge No No No Yes
15, 2022
biles 2014
Service
Co., Ltd.
Total external
Total actual external
guarantee amount
guarantee amount
approved during the 0 1,277.5
during the reporting
reporting period
period (A2)
(A1)
Total external
Total actual external
guarantee amount
guarantee balance at
approved at the end 3,500 0
the end of reporting
of the reporting
period (A4)
period (A3)
The Company's guarantee to subsidiaries
Disclosu Actual Actual Whether
Name of Guarante Type of Counter- Whether
re date date of guarante Collatera Guarante it is
guarante e guarante guarante it is
of the occurren e l (if any) e period provided
ed party amount e e (if any) fulfilled
relevant ce amount to
74
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
announc related
ement of parties
the
guarante
e
amount
Guarantee between subsidiaries
Disclosu
re date
of the Whether
relevant Actual Actual it is
Name of Guarante Type of Counter- Whether
announc date of guarante Collatera Guarante provided
guarante e guarante guarante it is
ement of occurren e l (if any) e period to
ed party amount e e (if any) fulfilled
the ce amount related
guarante parties
e
amount
Total amount of the Company's guarantee (i.e. total of the first three items)
Total guarantee Total actual
amount approved guarantee amount
during the reporting 0 during the reporting 1,277.5
period (A1 + B1 + period (A2 + B2 +
C1) C2)
Total guarantee Total actual
amount approved at guarantee balance at
the end of the 3,500 the end of the 0
reporting period (A3 reporting period (A4
+ B3 + C3) + B4 + C4)
Proportion of total actual guarantee amount
(i.e. A4 + B4 + C4) to the Company's net 0%
assets
Including:
Specific description of the composite guarantee
3. Management of cash assets by other entrusted parties
(1) Entrusted financial management
Applicable □ Not applicable
Overview of entrusted financial management during the reporting period
Unit: RMB 10,000
The amount of
impairment
accrued for
Capital source of Amount of Overdue
overdue
Category entrusted financial entrusted financial Unexpired balance unrecovered
unrecovered
management management amount
financial
management
products
Bank financial
Own funds 59,000 36,500 0 0
products
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Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
Total 59,000 36,500 0 0
Details of high-risk entrusted financial management with large individual amount or low security and poor liquidity
□ Applicable Not applicable
Principal unable to be recovered or other conditions causing impairment for entrusted financial management
□ Applicable Not applicable
(2) Entrusted loan
□ Applicable Not applicable
During the reporting period, the Company has no entrusted loans.
4. Other major contracts
□ Applicable Not applicable
During the reporting period, the Company has no major contracts.
XVI. Clarification on Other Material Matters
□ Applicable Not applicable
The Company has no other major matters that need to be stated during the reporting period.
XVII. Major Matters of the Company's Subsidiaries
Applicable □ Not applicable
1. After the expiration of the business term of the Company's holding subsidiary SDG Huari, the
shareholders could not reach an agreement, and the Company applied to the Shenzhen Qianhai Cooperation
Zone People's Court for the compulsory liquidation of SDG Huari. The court has ruled to accept the liquidation
application for SDG Huari filed by the Company and has designated King & Wood Mallesons Shenzhen Office
as the liquidation team for SDG Huari. At present, all work is being carried out according to legal procedures.
For details, please refer to the Company's Announcement on the Court's Acceptance of the Application for
Compulsory Liquidation of Holding Subsidiaries (Announcement No.: 2023-003), Announcement on the
Progress of Compulsory Liquidation of Holding Subsidiaries (Announcement No.: 2023-010) and other relevant
contents.
2. The business premises of Huari Toyota were properties owned by SDG Huari, and Huari Toyota still
faced the situation of having no business premises after a long period of exploration. Additionally, the economic
benefits and strategic significance of Huari Toyota were not prominent enough. In view of this, the Company
decided to dissolve Huari Toyota. For details, please refer to the Company's Announcement on the Dissolution
of a Holding Subsidiary (Announcement No.: 2023-034) and other relevant contents.
76
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
Section VII Changes in Shares and Shareholders
I. Changes in Shares
1. Changes in shares
Unit: share
Before the change Increase (+)/decrease (-) in this change After the change
Conver
sion of
Issua Stoc
the
Proportio nce of k Othe Subt Proporti
Quantity reserve Quantity
n new divi rs otal on
funds
shares dend
into
shares
I. Restricted shares 0 0.00% 0 0 0 0 0 0 0.00%
1. State shareholding 0 0.00% 0 0 0 0 0 0 0.00%
2. State-owned legal
0 0.00% 0 0 0 0 0 0 0.00%
person shareholding
3. Other domestic
0 0.00% 0 0 0 0 0 0 0.00%
shareholding
Including: Domestic
0 0.00% 0 0 0 0 0 0 0.00%
legal person shareholding
Domestic natural
0 0.00% 0 0 0 0 0 0 0.00%
person shareholding
4. Foreign shareholding 0 0.00% 0 0 0 0 0 0 0.00%
Including: Foreign
0 0.00% 0 0 0 0 0 0 0.00%
legal person shareholding
Foreign natural person
0 0.00% 0 0 0 0 0 0 0.00%
shareholding
II. Unrestricted shares 431,058,320 100.00% 0 0 0 0 0 431,058,320 100.00%
1. RMB-denominated
392,778,320 91.12% 0 0 0 0 0 392,778,320 91.12%
ordinary shares
2. Domestic listed
38,280,000 8.88% 0 0 0 0 0 38,280,000 8.88%
foreign shares
3. Foreign listed foreign
0 0.00% 0 0 0 0 0 0 0.00%
shares
4. Others 0 0.00% 0 0 0 0 0 0 0.00%
III. Total amount of shares 431,058,320 100.00% 0 0 0 0 0 431,058,320 100.00%
Reasons for changes in shares
□ Applicable Not applicable
Status of authorization for changes in shares
□ Applicable Not applicable
Status of transfer for changes in shares
□ Applicable Not applicable
77
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Effect of changes in shares on the financial indicators including basic earnings per share and diluted earnings per share in the most
recent year and in the most recent period as well as net asset per share attributable to the Company's shareholders of ordinary
shares
□ Applicable Not applicable
Other information disclosed as the Company deems necessary or required by securities regulatory authorities
□ Applicable Not applicable
2. Changes in restricted shares
□ Applicable Not applicable
II. Conditions on Issuance and Listing of Securities
1. Conditions on issuance of securities (excluding preferred shares) during the reporting period
□ Applicable Not applicable
2. Description of total number of shares of the Company, changes in shareholder structure and changes
in the Company's asset and liability structure
□ Applicable Not applicable
3. Shares of existing internal staff
□ Applicable Not applicable
III. Shareholders and Actual Controller
1. Number of shareholders and shareholdings of the Company
Unit: share
Total
number
of
ordinary
Total number
share
of preferred
sharehol Total number of
share
ders as preferred share
shareholders
at the shareholders (if any)
Total number of ordinary (if any) with
end of with restored voting
share shareholders as at restored
57,239 the 56,200 0 rights as at the end of 0
the end of the reporting voting rights
previous the previous month
period as at the end
month before the disclosure
of the
before date of the annual
reporting
the report (see Note 8)
period (see
disclosu
Note 8)
re date
of the
annual
report
Shareholders holding more than 5% shares or shareholding of top 10 shareholders (excluding shares lent through refinancing)
78
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Pledged,
Number of Number marked or
Shareho Increase/decr
Nature of shares held of Number of frozen shares
lding ease during
Name of shareholder shareholde at the end of restricted unrestricted
proporti the reporting Status Qu
r the reporting shares shares held
on period of anti
period held
shares ty
Shenzhen Special State-
Economic Zone owned 210,391,62 210,391,62
48.81% 5,593,000 0 N/A 0
Development Group Co., legal 1 1
Ltd. person
Domestic
Shenzhen Capital
non-state-
Fortune Jewelry Industry
owned 5.08% 21,919,153 -14,693,779 0 21,919,153 N/A 0
Investment Enterprise
legal
(Limited Partnership)
person
Domestic
Li Xiaoming natural 0.71% 3,069,500 177,800 0 3,069,500 N/A 0
person
Hong Kong Securities Overseas
Clearing Company legal 0.51% 2,180,659 2,180,659 0 2,180,659 N/A 0
Limited person
Overseas
Guotai Junan Securities
legal 0.40% 1,741,491 0 0 1,741,491 N/A 0
(Hong Kong) Limited
person
Industrial and
Commercial Bank of
China Limited—China Others 0.35% 1,518,675 681,200 0 1,518,675 N/A 0
Southern CSI All Share
Real Estate ETF
State-
Shenwan Hongyuan owned
0.24% 1,044,530 1,044,530 0 1,044,530 N/A 0
Securities legal
person
Shanghai V-Invest Co.,
Ltd.—V-Invest
Qimingxing No. 33 Others 0.21% 900,000 900,000 0 900,000 N/A 0
Private Securities
Investment Fund
Domestic
Li Daoqing natural 0.16% 706,600 706,600 0 706,600 N/A 0
person
Domestic
Wu Qiu'an natural 0.16% 675,745 675,745 0 675,745 N/A 0
person
Status of the strategic investor or
general legal person becoming one of
N/A
top 10 shareholders due to rights issue
(if any) (see Note 3)
Among the top 10 shareholders, Shenzhen Special Economic Zone Development
Explanations of the related relationship Group Co., Ltd. was not related to other shareholders and was not a person acting in
or concerted action of the above concert as stipulated in the Measures for the Administration of the Takeover of Listed
shareholders Companies. It was unknown whether other shareholders of tradable shares were
persons acting in concert.
Description of the above-mentioned
shareholders' involvement in N/A
entrusting/being entrusted with the
79
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
right to vote and giving up the right.
Special description of repurchase
special account among the top 10 N/A
shareholders (if any) (see Note 10)
Shareholding of top 10 shareholders of unrestricted shares
Number of unrestricted Share type
Name of shareholder shares held as at the end of
reporting period Share type Quantity
Shenzhen Special Economic Zone RMB ordinary
210,391,621 210,391,621
Development Group Co., Ltd. shares
Shenzhen Capital Fortune Jewelry
RMB ordinary
Industry Investment Enterprise 21,919,153 21,919,153
shares
(Limited Partnership)
RMB ordinary
Li Xiaoming 3,069,500 3,069,500
shares
Hong Kong Securities Clearing RMB ordinary
2,180,659 2,180,659
Company Limited shares
Guotai Junan Securities (Hong Kong) Domestic listed
1,741,491 1,741,491
Limited foreign shares
Industrial and Commercial Bank of
RMB ordinary
China Limited—China Southern CSI 1,518,675 1,518,675
shares
All Share Real Estate ETF
RMB ordinary
Shenwan Hongyuan Securities 1,044,530 1,044,530
shares
Shanghai V-Invest Co., Ltd.—V-Invest
RMB ordinary
Qimingxing No. 33 Private Securities 900,000 900,000
shares
Investment Fund
RMB ordinary
Li Daoqing 706,600 706,600
shares
RMB ordinary
Wu Qiu'an 675,745 675,745
shares
Description on the related relationship
Among the top 10 shareholders, Shenzhen Special Economic Zone Development
or concerted action among top 10
Group Co., Ltd., a state-owned legal-person shareholder, was not related to other
shareholders of unrestricted tradable
shareholders and was not a person acting in concert as stipulated in the Measures for
shares and between top 10 shareholders
the Administration of the Takeover of Listed Companies. It was unknown whether
of unrestricted tradable shares and top
other shareholders of tradable shares were persons acting in concert.
10 shareholders
1. Due to the refinancing business carried out by Shenzhen Special Economic Zone
Development Group Co., Ltd., the controlling shareholder of the Company, the number
of shares held at the end of this reporting period increased by 5,593,000 shares
Description of participation of the top
compared with that at the end of 2022. The increase in the number of shares held is due
10 shareholders of ordinary shares in
to the return of lent shares.
securities margin trading (if any) (see
2. The shareholder Shanghai V-Invest Co., Ltd.—V-Invest Qimingxing No. 33 Private
Note 4)
Securities Investment Fund held 900,000 shares of the Company through guaranteed
credit accounts and 0 shares of the Company through ordinary securities accounts,
holding a total of 900,000 shares.
The situation of the top 10 shareholders participating in the shares lent through refinancing
Applicable □ Not applicable
Unit: share
The situation of the top 10 shareholders participating in the shares lent through refinancing
Name of Ordinary account and credit Shares lent through Ordinary account and credit Shares lent through
shareholde account shareholding at the refinancing at the account shareholding at the refinancing at the end of
r (full beginning of the period beginning of the period end of the period the period and not yet
80
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name) and not yet returned returned
Proportion Proportion Proportion Proportio
in total Total in total in total Total n in total
Total quantity Total quantity
share quantity share share quantity share
capital capital capital capital
Shenzhen
Special
Economic
Zone 204,798,621 47.51% 6,793,000 1.58% 210,391,621 48.81% 1,200,000 0.28%
Developm
ent Group
Co., Ltd.
Changes of the top 10 shareholders compared with the previous period
Applicable □ Not applicable
Unit: share
Changes of the top 10 shareholders as compared with the end of the previous period
Additi Number of shares held by
on/wit shareholders' ordinary
hdrawa Number of shares lent through accounts and credit accounts
l refinancing and not yet returned and shares lent through
Name of shareholder (full name) during at the end of the period refinancing and not yet
the returned at the end of the
reporti period
ng Total Proportion in total Total Proportion in total
period quantity share capital quantity share capital
Newly
Hong Kong Securities Clearing Company Limited 0 0.00% 0 0.00%
added
Newly
Shenwan Hongyuan Securities 0 0.00% 0 0.00%
added
Shanghai V-Invest Co., Ltd.—V-Invest
Newly
Qimingxing No. 33 Private Securities Investment 0 0.00% 0 0.00%
added
Fund
Newly
Li Daoqing 0 0.00% 0 0.00%
added
Newly
Wu Qiu'an 0 0.00% 0 0.00%
added
Withdr
Li Bozhi 0 0.00% 0 0.00%
awal
Ningbo Meishan Bonded Port Area Lingding
Withdr
Investment Management Co., Ltd.—Lingding 0 0.00% 0 0.00%
awal
Chuqi No. 2 Private Securities Investment Fund
Nanjing Shengquan Hengyuan Investment Co.,
Ltd.—Shengquan Hengyuan Flexible Withdr
0 0.00% 0 0.00%
Configuration No. 8 Private Securities Investment awal
Fund
Nanjing Shengquan Hengyuan Investment Co.,
Ltd.—Shengquan Hengyuan Quantitative Withdr
0 0.00% 0 0.00%
Arbitrage No. 17 Private Securities Investment awal
Fund
Withdr
China Merchants Securities Co., Ltd. 0 0.00% 0 0.00%
awal
Whether the Company's top 10 shareholders of ordinary shares and the top 10 shareholders of unrestricted ordinary shares have
performed the agreed repurchase transactions during the reporting period
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□Yes No
The Company's top 10 shareholders of ordinary shares and the top 10 shareholders of unrestricted ordinary shares have not
performed the agreed repurchase transactions during the reporting period.
2. Controlling shareholder of the Company
Nature of controlling shareholder: local state-owned holding
Type of controlling shareholder: legal person
Legal
Name of representative/ Date of
controlling person in establishmen Organization code Main business
shareholder charge of the t
unit
Investment in the development of industries
(specific projects will be declared separately);
investment in the development of the tourism
Shenzhen Special industry; real estate development and operation;
Economic Zone June 20, domestic trade and material supply and
Zhang Junlin 91440300192194195C
Development 1982 marketing (excluding monopoly, exclusive
Group Co., Ltd. control and monopolized commodities);
economic information consultation (excluding
restricted items); operation of import and export
business.
At the end of the reporting period, in addition to holding the equity of the Company, SDG Group also held
Equity of other equity of other listed companies as follows:
domestic and 1. Holding 47.78% equity of Shenzhen SDG Service Co., Ltd. (stock abbreviation: SDG Service, stock
foreign listed code: 300917), and holding 0.98% equity of Shenzhen SDG Service Co., Ltd. through Shenzhen SDG
companies Investment Co., Ltd.;
controlled and 2. Holding 36.18% equity of Shenzhen SDG Information Co., Ltd. (stock abbreviation: SDG Information,
participated by the stock code: 000070), and controlling 1.1% equity of Shenzhen SDG Information Co., Ltd. through Hanseco
controlling Sanho Co., Ltd.;
shareholder during 3. Holding 8.31% equity of Shenzhen Microgate Technology Co., Ltd. (stock abbreviation: Microgate
the reporting Technology, stock code: 300319), and controlling 14.5% equity of Shenzhen Microgate Technology Co.,
period Ltd. through the Company's holding subsidiary Shenzhen Capital Fortune Electronic Information Investment
Enterprise (Limited Partnership).
Change in controlling shareholder during the reporting period
□ Applicable Not applicable
During the reporting period, the Company had no change in the controlling shareholder.
3. Actual controllers and persons acting in concert of the Company
Nature of actual controller: local state-owned assets administrative authority
Type of actual controller: legal person
Legal
representative
Name of actual Date of
/person in Organization code Main business
controller establishment
charge of the
unit
State-owned Assets Perform the responsibilities of the
Supervision and Wang investor on behalf of the state, and
April 2, 2004 11440300K317280672
Management Yongjian supervise and manage the state-owned
Commission of assets authorized for supervision
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Shenzhen Municipal according to law.
People's Government
Equity of other
domestic and foreign
listed companies
N/A
controlled by the actual
controller during the
reporting period
Change in actual controller during the reporting period
□ Applicable Not applicable
During the reporting period, the Company had no change in the actual controller.
Block diagram of property rights and control relationship between the Company and the actual controller
Note: On December 28, 2022, by signing the Voting Rights Entrustment Agreement with its wholly-owned subsidiary SIHC,
Shenzhen SASAC entrusted its 38.97% voting rights in SDG Group to its wholly-owned subsidiary SIHC, thereby enabling SIHC
to indirectly hold equity in the Company through SDG Group.
Actual controller controlling the Company by way of trust or other asset management methods
□ Applicable Not applicable
4. The accumulative number of shares pledged by the Company's controlling shareholder or the first
majority shareholder and its persons acting in concert accounted for 80% of the Company's shares held
by them
□ Applicable Not applicable
5. Other legal person shareholders with more than 10% shares held
□ Applicable Not applicable
6. Restriction in reduction of shares held by controlling shareholder, actual controller, restructuring
parties and other commitment units
□ Applicable Not applicable
IV. Specific Implementation of Share Repurchase during the Reporting Period
Progress in the implementation of share repurchase
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□ Applicable Not applicable
Progress in the implementation of share repurchase reduction through centralized bidding
□ Applicable Not applicable
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Section VIII Preferred Shares
□ Applicable Not applicable
During the reporting period, the Company has no preferred shares.
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Section IX Bonds
□ Applicable Not applicable
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Section X Financial Report
I. Auditor's Report
Audit opinion type Standard unqualified opinion
Signing date of the auditor's report March 26, 2024
Name of audit firm Grant Thornton China (Special General Partnership)
Name of CPA Wu Liang, Xie Mingming
Text of Auditor's Report
To the Shareholders of Shenzhen Tellus Holding Co., Ltd.：
I. Opinion
We have audited the financial statement of Shenzhen Tellus Holding Co., Ltd. (the "Company"), which
comprise the consolidated statement of financial position as at 31 December 2023, and the
consolidated statement of comprehensive income, consolidated statement of changes in equity and
consolidated statement of cash flows for the year then ended, and the notes to the consolidated
financial statements.
In our opinion, the accompanying consolidated financial statement present fairly, in all material respects,
the consolidated financial position of the Company as at 31 December 2023, and its consolidated
financial performance and its consolidated cash flows for the year then ended in accordance with
Accounting Standards for Business Enterprises.
II. Basis for Opinion
We conducted our audit in accordance with China Standards on Auditing. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statement Section of our report. We are independent of the Company in accordance with the Code of
Ethics for Chinese Certified Public Accountant (Ethics Code) together with the ethical requirements that
are relevant to our audit of the financial statements, and we fulfilled our other ethical responsibilities in
accordance with these requirements and the Ethics Code. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
III. Key Audit Items
Key audit items are those items that, in our professional judgment, were of the most significance in our
audit of the financial statements of the current period. These items were addressed in the context of our
audit of the financial statements as a whole, and informing our opinion thereon, and we do not provide a
separate opinion on these items.
(I) Revenue recognition
Please refer to Note III.26 and Note V.45 of the notes to the financial statements for details.
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1. Description
The Company is mainly engaged in real estate leasing and services, gold and jewelry sales and services,
automobile sales, automobile maintenance and inspection. In 2023, the operating revenue amounts to
CNY 1.847 billion yuan, with a year-on-year growth by 120.46%. Due to the fact that operating revenue is
one of the key performance indicators and there is a risk that management may use inappropriate
revenue recognition to meet specific targets or expectations. Therefore, we have identified revenue
recognition as a key audit matter.
2. Responses in audit procedures
Our main audit procedures for operating revenue recognition are as follows:
(1) We obtained understandings of key internal controls related to revenue recognition, assessed the
design of these controls, determined whether they have been executed, and tested the effectiveness of
the operation;
(2) We assessed the appropriateness of the company's operating revenue recognition policy by inquiring
management, reviewing sales contracts, and analyzing the timing of the transfer of control related to
operating revenue recognition;
(3) We performed analytical procedures on operating revenue, including: analysis of revenue, price and
gross margin fluctuations, compared revenue, price and gross margin analysis for major products and
services with the previous year, and comparative analysis with listed companies in the same industry.
(4) We selected major customers to confirm the sales in the year. For the samples that have not received
the confirmation letter, we verified the transaction by checking to the subsequent cash receipts after the
year end and the sales contract, invoice and other supporting documents.
(5) We checked supporting documents relating to revenue recognition by sampling method, including
goods sales contracts, real estate lease contracts, orders, invoices, delivery lists, payment evidence,
client acceptance receipts, etc., to check whether the revenue recognition is accurate.
(6) We checked the operating revenue recognized before and after the balance sheet date to supporting
documents by the sampling method, including invoices, goods sales contracts, delivery lists and client
acceptance receipts, and we evaluate whether operating revenue was recognized in the appropriate
period.
(7) We checked the business registration information of new customers, customers with significant
change in sales amount and their related parties during the year, and check whether there are any
potential related party relationships and transactions that were not identified and physically visited
important customers.
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(II) Subsidiary under compulsory liquidation
Please refer to Note III. 11, 15 and Note V. 2, 52 and Note VI.2 to the financial statements for details.
1. Description
The company's subsidiary, Shenzhen Tefa Huari Automobile Enterprise Co., Ltd. (hereinafter referred to
as Tefa Huari), had its operating period expire on March 14, 2022. The company had multiple
communications with another shareholder regarding the extension of Tefa Huari's operating period or
liquidation. However, they failed to reach an agreement. Consequently, the company applied for
compulsory liquidation through the court. On March 21, 2023, the company received a "Decision on
Designating Liquidation Team" ([2023] Yue 0391 Qiang Qing No. 4) from the Shenzhen Qianhai
Cooperation Zone People's Court. The court designated Beijing JunHe (Shenzhen) Law Firm as the
liquidation team for Tefa Huari. The liquidation team reports their work to the court and operates under
the supervision of the court, company creditors, and shareholders. During the liquidation period, they
exercise various powers according to legal procedures, including taking over Tefa Huari's assets, seals,
and books, as well as making decisions on internal management affairs, daily expenses, and other
necessary expenditures. After the court designated the liquidation team, the company lost control over
Tefa Huari. The company’s equity holdings in Tefa Huari, previously measured at cost as long-term equity
investments, were reclassified as financial assets measured at fair value. Consequently, investment
income of CNY 69,552,580.12 was recognized.
The compulsory liquidation of Tefa Huari constitutes a significant transaction during the year and has a
significant impact on the company's operating results for the year 2023. Therefore, we will treat the
compulsory liquidation of the subsidiary as a key audit matter.
2. Responses in audit procedures
The relevant procedures we implement for the compulsory liquidation of the subsidiary mainly include:
(1) By inquiring and reviewing meeting minutes, we obtained the management's intentions regarding Tefa
Huari's equity holdings and subsequent management strategies.
(2) By consulting with Tefa Huari's liquidation team lawyers, we obtained and examined legal opinion
letters and legal affairs confirmation letters from the company's executive legal counsel to verify the
authenticity of the liquidation arrangements.
(3) Based on the actual circumstances of the company, and in accordance with "Enterprise Accounting
Standard No. 33 - Consolidated Financial Statements," we reviewed the reasonableness of
management's determination of the consolidation scope for the annual financial statements and assessed
the appropriateness of accounting treatment related to Tefa Huari's liquidation matters.
(4) We obtained the asset appraisal report issued by the valuation experts engaged by Tefa Huari's
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liquidation team as of the liquidation reference date, evaluated their competence, professional
qualifications, and objectivity of the valuation experts, and utilized our internal valuation experts to review
the valuation model, parameter selection, and evaluate the reasonableness of the valuation method.
(5) We recalculated the investment income generated from the compulsory liquidation of Tefa Huari and
reviewed the adequacy and appropriateness of disclosures in the notes to financial statement made by
management.
IV. Other information
The Company’s management is responsible for the other information. Other information comprises the
information included in the Company’s Annual Report of 2023, but does not include the financial
statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
V. Responsibilities of Management and Those Charged with Governance for the Financial
Statements
The Management is responsible for preparing and presenting fairly the financial statements in accordance
with China Accounting Standards for Business Enterprises, as well as designing, implementing and
maintaining internal control relevant to the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Management is responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, items related to going concern and use the
going concern basis of accounting unless the Management either intend to liquidate the Company or to
cease operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
VI. Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with China Standards on Auditing will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
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individually or in the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of these financial statements.
As part of an audit in accordance with China Standards on Auditing, we exercise professional judgment
and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on Company’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the
related disclosures in the financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, and whether the
financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within Company to express an opinion on the financial statements. We are responsible for the
direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
We communicate with those charged with governance regarding, among other items, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
items that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
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From the items communicated with those charged with governance, we determine those items that were
of most significance in the audit of the financial statements of the current period and are therefore the key
audit items. We describe these items in our auditor’s report unless law or regulation precludes public
disclosure about the item or when, in extremely rare circumstances, we determine that an item should not
be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
II. Financial Statements
All amounts are in RMB
1. Consolidated Balance Sheet
Prepared by: Shenzhen Tellus Holding Co., Ltd.
December 31, 2023
Unit: RMB
Item December 31, 2023 January 1, 2023
Current assets:
Cash at bank and on hand 220,340,961.64 413,028,327.36
Settlement reserve
Lendings to banks and other financial
institutions
Trading financial assets 206,294,931.94 176,133,569.95
Derivative financial assets 298,320.00
Notes receivable 87,812,500.00
Accounts receivable 99,635,751.52 41,752,179.56
Receivables financing
Advances to suppliers 38,454,434.90 8,127,252.94
Premiums receivable
Reinsurance account receivables
Provision of cession receivable
Other receivables 12,383,516.92 7,663,570.87
Including: interest receivable
Dividends receivable 1,305,581.86 1,852,766.21
Financial assets purchased under
agreements to resell
Inventory 178,425,833.88 116,069,675.39
Contract assets
Held-for-sale assets
Current portion of non-current assets 55,206,250.00
Other current assets 104,833,797.59 18,346,711.55
Total current assets 915,873,798.39 868,933,787.62
Non-current assets:
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Loans and advances to customers
Debt investment
Other debt investment 67,627,948.60
Long-term receivables
Long-term equity investment 76,511,487.57 81,024,365.94
Other equity instrument investments 383,317.67 10,176,617.20
Other non-current financial assets
Investment properties 1,008,137,341.80 516,360,139.45
Fixed assets 78,935,843.49 102,689,546.42
Construction in progress 7,279,570.05 409,933,559.27
Productive biological assets
Oil and gas assets
Right-of-use assets 71,904,716.50 4,181,242.86
Intangible assets 3,915,770.61 49,808,015.72
Development expenditures
Goodwill
Long-term deferred expenses 38,392,179.02 25,876,099.49
Deferred tax assets 37,836,657.43 8,518,233.77
Other non-current assets 97,053,053.32 154,526,946.83
Total non-current assets 1,487,977,886.06 1,363,094,766.95
Total assets 2,403,851,684.45 2,232,028,554.57
Current liabilities:
Short-term borrowings 145,131,694.44 20,000,000.00
Borrowings from the central bank
Borrowings from banks and other
financial institutions
Trading financial liabilities 56,881,954.76 18,572,684.91
Derivative financial liabilities 1,380.00 489,360.00
Notes payable
Accounts payable 135,834,414.39 124,716,800.71
Advances from customers 4,306,567.65 6,119,377.90
Contract liabilities 7,079,975.38 9,259,658.43
Financial assets sold under agreements
to repurchase
Deposits from banks and other
financial institutions
Acting trading securities
Customer deposits for securities
underwriting
Employee compensation payable 33,425,356.15 38,550,181.70
Taxes payable 28,857,448.06 18,891,792.84
Other payables 126,826,966.60 105,180,279.00
Including: interest payable
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Dividends payable
Handling charges and commission
payable
Reinsurance accounts payable
Held-for-sale liabilities
Current portion of non-current
7,304,647.32 2,009,819.15
liabilities
Other current liabilities 3,388,998.35 68,361,007.70
Total current liabilities 549,039,403.10 412,150,962.34
Non-current liabilities:
Insurance contract reserves
Long-term loans 144,820,511.42
Bonds payable
Including: preferred shares
Perpetual bonds
Lease liabilities 69,524,214.23 2,926,184.93
Long-term payables 3,920,160.36 3,920,160.36
Long-term employee compensation
payable
Estimated liabilities 268,414.80 268,414.80
Deferred income 9,617,683.53 10,579,545.71
Deferred tax liabilities 40,409,890.41 1,135,031.11
Other non-current liabilities
Total non-current liabilities 123,740,363.33 163,649,848.33
Total liabilities 672,779,766.43 575,800,810.67
Owners' equity:
Share capital 431,058,320.00 431,058,320.00
Other equity instruments
Including: preferred shares
Perpetual bonds
Capital reserves 430,866,408.50 431,449,554.51
Less: treasury shares
Other comprehensive income -7,318,552.65 26,422.00
Special reserve
Surplus reserve 63,956,286.46 52,499,172.13
General risk provisions
Undistributed profits 685,342,592.62 590,605,394.67
Total equity attributable to owners of the
1,603,905,054.93 1,505,638,863.31
parent company
Minority shareholders' equity 127,166,863.09 150,588,880.59
Total owners' equity 1,731,071,918.02 1,656,227,743.90
Total liabilities and owners' equity 2,403,851,684.45 2,232,028,554.57
Legal representative: Fu Chunlong Person in charge of accounting: Huang Tianyang Person in charge of the accounting firm:
Yu Taiping
2. Parent Company's Balance Sheet
Unit: RMB
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Item December 31, 2023 January 1, 2023
Current assets:
Cash at bank and on hand 8,805,213.07 169,733,887.28
Trading financial assets 205,942,363.02 176,133,569.95
Derivative financial assets
Notes receivable
Accounts receivable 22,080,192.24 147,200.91
Receivables financing
Advances to suppliers 16,240.74 249,559.50
Other receivables 47,432,527.04 4,966,987.96
Including: interest receivable
Dividends receivable 1,305,581.86 1,852,766.21
Inventory
Contract assets
Held-for-sale assets
Current portion of non-current assets
Other current assets 75,546,888.89 137,126.11
Total current assets 359,823,425.00 351,368,331.71
Non-current assets:
Debt investment
Other debt investment 47,081,615.27
Long-term receivables
Long-term equity investment 770,687,026.69 865,313,838.67
Other equity instrument investments 383,317.67 10,176,617.20
Other non-current financial assets
Investment properties 545,303,744.96 26,915,545.20
Fixed assets 15,211,321.18 16,433,526.75
Construction in progress 589,761.00 419,793,938.49
Productive biological assets
Oil and gas assets
Right-of-use assets 74,533,199.59
Intangible assets 2,559,885.65 48,413,279.08
Development expenditures
Goodwill
Long-term deferred expenses 21,243,445.23 8,465,289.34
Deferred tax assets 31,956,786.10 3,415,402.97
Other non-current assets 69,580,748.31 73,340,576.28
Total non-current assets 1,579,130,851.65 1,472,268,013.98
Total assets 1,938,954,276.65 1,823,636,345.69
Current liabilities:
Short-term borrowings
Trading financial liabilities
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Derivative financial liabilities
Notes payable
Accounts payable 71,449,469.14 58,797,324.02
Advances from customers 1,060,721.19 962,064.00
Contract liabilities
Employee compensation payable 27,402,400.00 28,220,652.45
Taxes payable 13,335,268.63 3,317,946.24
Other payables 271,180,563.27 249,870,213.63
Including: interest payable
Dividends payable
Held-for-sale liabilities
Current portion of non-current
6,706,250.92
liabilities
Other current liabilities 1,810,007.31
Total current liabilities 392,944,680.46 341,168,200.34
Non-current liabilities:
Long-term loans 144,820,511.42
Bonds payable
Including: preferred shares
Perpetual bonds
Lease liabilities 72,936,147.42
Long-term payables
Long-term employee compensation
payable
Estimated liabilities
Deferred income
Deferred tax liabilities 40,269,279.16
Other non-current liabilities
Total non-current liabilities 113,205,426.58 144,820,511.42
Total liabilities 506,150,107.04 485,988,711.76
Owners' equity:
Share capital 431,058,320.00 431,058,320.00
Other equity instruments
Including: preferred shares
Perpetual bonds
Capital reserves 428,256,131.23 428,256,131.23
Less: treasury shares
Other comprehensive income -7,344,974.65
Special reserve
Surplus reserve 63,956,286.46 52,499,172.13
Undistributed profits 516,878,406.57 425,834,010.57
Total owners' equity 1,432,804,169.61 1,337,647,633.93
Total liabilities and owners' equity 1,938,954,276.65 1,823,636,345.69
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3. Consolidated Income Statement
Unit: RMB
Item The year 2023 2022
I. Total operating revenue 1,846,738,841.89 837,656,274.51
Including: operating revenue 1,846,738,841.89 837,656,274.51
Interest revenue
Premiums earned
Handling charges and
commission income
II. Total operating cost 1,783,821,294.20 773,501,949.10
Including: operating cost 1,648,337,199.60 700,289,243.42
Interest expenses
Handling charges and
commission expenditure
Surrender value
Net payments for insurance
claims
Net provision for insurance
contract reserves
Policy dividend expenses
Reinsurance expenses
Taxes and surcharges 23,230,109.06 7,334,212.76
Selling expenses 19,128,514.75 22,034,712.48
Administrative expenses 85,621,795.09 47,077,679.99
R&D expenses 1,965,795.78 802,753.80
Financial expenses 5,537,879.92 -4,036,653.35
Including: interest expenses 9,444,953.16 338,730.75
Interest revenue 4,682,945.54 5,472,748.37
Add: other incomes 8,491,050.39 6,624,873.28
Investment income (loss to be
93,873,513.18 33,372,099.57
listed with "-")
Including: income from
investment in associates and joint 19,872,836.15 10,897,171.28
ventures
Revenues from the
derecognition of financial assets at
amortized cost
Exchange income (loss to be
listed with "-")
Net exposure hedging income
(loss to be listed with "-")
Income from fair value changes
-12,008,283.18 -1,592,750.24
(loss to be listed with "-")
Credit impairment loss (loss to be
-714,346.29 -1,635,359.90
listed with "-")
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Asset impairment loss (loss to be
-1,046,935.57 -1,839,486.29
listed with "-")
Income of assets disposal (loss to
-59,110.10 40,765.92
be listed with "-")
III. Operating profit (loss to be listed
151,453,436.12 99,124,467.75
with "-")
Add: non-operating revenue 2,390,834.30 4,134,654.43
Less: non-operating expenses 319,297.02 416,462.25
IV. Total profit (total losses to be listed
153,524,973.40 102,842,659.93
with "-")
Less: income tax expenses 42,084,506.48 21,523,196.08
V. Net profit (net loss to be listed with "-
111,440,466.92 81,319,463.85
")
(I) Classified by operating continuity
1. Net profit from continuing
111,440,466.92 81,319,463.85
operations (net loss to be listed with "-")
2. Net profit from discontinued
operations (net loss to be listed with "-")
(II) Classified by attribution of
ownership
1. Net profit attributable to the
118,255,140.84 83,496,135.61
parent company's shareholders
2. Minority shareholder's profits and
-6,814,673.92 -2,176,671.76
losses
VI. Net after-tax amount of other
-7,344,974.65
comprehensive income
Net after-tax amount of other
comprehensive income attributable to the -7,344,974.65
owner of the parent company
(I) Other comprehensive incomes
that cannot be reclassified into profits -7,344,974.65
and losses
1. Changes arising from the re-
measurement of the defined benefit plan
2. Other comprehensive income
that cannot be reclassified into profit or
loss under the equity method
3. Changes in the fair value of
-7,344,974.65
investments in other equity instruments
4. Changes in fair value of the
company's own credit risk
5. Others
(II) Other comprehensive income to
be reclassified into profit or loss
1. Other comprehensive income
that can be reclassified into profit or loss
under the equity method
2. Changes in fair value of other
debt investments
3. Amount of financial assets
reclassified into other comprehensive
incomes
4. Impairment provision for credit
of other debt investments
5. Reserves for cash flow hedge
98
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
6. Translation difference arising
from foreign currency financial
statements
7. Others
Net after-tax amount of other
comprehensive incomes attributable to
minority shareholders
VII. Total comprehensive income 104,095,492.27 81,319,463.85
Total comprehensive income
attributable to owners of the parent 110,910,166.19 83,496,135.61
company
Total comprehensive income
-6,814,673.92 -2,176,671.76
attributable to minority shareholders
VIII. Earnings per share
(I) Basic earnings per share 0.2743 0.1937
(II) Diluted earnings per share 0.2743 0.1937
In case of a business merger under common control in the current period, the net profit realized by the merged party before the
merger is RMB and the net profit realized by the merged party in the previous period is RMB .
Legal representative: Fu Chunlong Person in charge of accounting: Huang Tianyang Person in charge of the accounting firm:
Yu Taiping
4. Parent Company's Income Statement
Unit: RMB
Item The year 2023 2022
I. Operating revenue 86,993,917.15 39,568,530.33
Less: Operating costs 39,689,422.24 10,680,130.69
Taxes and surcharges 13,736,806.06 1,102,099.28
Selling expenses 4,396,824.98
Administrative expenses 50,763,196.78 36,500,937.81
R&D expenses
Financial expenses 3,446,761.53 -2,003,919.64
Including: interest expenses 3,344,312.82
Interest revenue 1,929,975.93 2,226,376.85
Add: other incomes 500.00 112,656.14
Investment income (loss to be
164,693,779.53 267,169,944.69
listed with "-")
Including: income from
investment in associates and joint 19,872,836.15 10,897,171.28
ventures
Income from
derecognition of financial assets at
amortized cost (loss to be listed with "-")
Net exposure hedging income
(loss to be listed with "-")
Income from fair value changes
-10,680,391.42 -633,155.32
(loss to be listed with "-")
Credit impairment loss (loss to be
-350,592.82 -69,164.09
listed with "-")
Asset impairment loss (loss to be
99
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
listed with "-")
Income of assets disposal (loss to
be listed with "-")
II. Operating profit (loss to be listed with
128,624,200.85 259,869,563.61
"-")
Add: non-operating revenue 577,326.80 74,563.02
Less: non-operating expenses 111,423.00 396,639.55
III. Total profit (total losses to be listed
129,090,104.65 259,547,487.08
with "-")
Less: income tax expenses 14,518,961.36 20,566.71
IV. Net profit (net loss to be listed with
114,571,143.29 259,526,920.37
"-")
(I) Net profit from continuing
114,571,143.29 259,526,920.37
operations (net loss to be listed with "-")
(II) Net profit from discontinued
operations (net loss to be listed with "-")
V. Net after-tax amount of other
-7,344,974.65
comprehensive income
(I) Other comprehensive incomes
that cannot be reclassified into profits -7,344,974.65
and losses
1. Changes arising from the re-
measurement of the defined benefit plan
2. Other comprehensive income
that cannot be reclassified into profit or
loss under the equity method
3. Changes in the fair value of
-7,344,974.65
investments in other equity instruments
4. Changes in fair value of the
company's own credit risk
5. Others
(II) Other comprehensive income to
be reclassified into profit or loss
1. Other comprehensive income
that can be reclassified into profit or loss
under the equity method
2. Changes in fair value of other
debt investments
3. Amount of financial assets
reclassified into other comprehensive
incomes
4. Impairment provision for credit
of other debt investments
5. Reserves for cash flow hedge
6. Translation difference arising
from foreign currency financial
statements
7. Others
VI. Total comprehensive income 107,226,168.64 259,526,920.37
VII. Earnings per share
(I) Basic earnings per share
(II) Diluted earnings per share
100
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
5. Consolidated Cash Flow Statement
Unit: RMB
Item The year 2023 2022
I. Cash flows from operating activities:
Cash received from sales of goods and
1,963,588,534.65 969,342,149.01
provision of services
Net increase in customer deposits and
interbank deposits
Net increase in borrowings from the
central bank
Net increase in borrowings from other
financial institutions
Cash received from premiums of
original insurance contracts
Net cash received from reinsurance
operations
Net increase in deposits of the insured
and investment
Cash received from interests, handling
charges and commissions
Net increase in borrowings from banks
and other financial institutions
Net increase from repurchasing
business funds
Net cash received from acting trading
securities
Refund of taxes received 2,622,913.63 11,635,764.89
Other cash received relating to
53,294,743.09 23,320,266.93
operating activities
Subtotal of the cash inflows of operating
2,019,506,191.37 1,004,298,180.83
activities
Cash paid for the purchase of goods
1,817,964,267.12 895,794,039.65
and receipt of services
Net increase in loans and advances to
customers
Net increase in deposits in the central
bank and other financial institutions
Cash paid for claims of original
insurance contract
Net increase in lendings to banks and
other financial institutions
Cash paid for interest, handling
charges and commissions
Cash paid for policy dividends
Cash paid to and for employees 92,874,692.73 66,872,318.98
Taxes and surcharges paid 61,298,201.45 74,780,657.47
Other cash paid relating to operating
107,509,036.53 18,818,929.02
activities
Subtotal of the cash outflows of
2,079,646,197.83 1,056,265,945.12
operating activities
Net cash flow from operating activities -60,140,006.46 -51,967,764.29
101
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
II. Cash flow from investing activities:
Cash received from the return of
628,726,990.40 1,333,567,068.74
investment
Cash received from returns on
28,100,805.87 31,135,993.24
investments
Net cash received from disposal of
fixed assets, intangible assets and other 9,871,552.72 7,764,134.42
long-term assets
Net cash received from disposal of
subsidiaries and other business units
Other cash received relating to
10,712,284.16 15,998,484.00
investing activities
Subtotal of the cash inflows of
677,411,633.15 1,388,465,680.40
investment activities
Cash paid to acquire fixed assets,
intangible assets and other long-term 84,887,465.21 152,045,278.38
assets
Cash paid for investments 717,659,265.39 1,177,618,780.00
Net increase in pledge loans
Net cash paid for acquisition of
subsidiaries and other business units
Other cash paid relating to investing
8,072,396.24 8,955,842.00
activities
Subtotal of the cash outflows of
810,619,126.84 1,338,619,900.38
investment activities
Net cash flow of investment activities -133,207,493.69 49,845,780.02
III. Cash flows from financing activities:
Cash received from absorbing
128,500,000.00
investments
Including: cash received by
subsidiaries absorbing minority 128,500,000.00
shareholders' investments
Cash received from borrowings 359,669,472.83 77,924,339.14
Other cash received relating to
253,420.00
financing activities
Subtotal of the cash inflows of financing
359,922,892.83 206,424,339.14
activities
Cash paid for repayment of debts 358,930,058.69
Cash paid for distribution of dividends
31,604,191.60 20,834,386.73
and profits or interest repayment
Including: cash paid by subsidiaries as
dividends or profits to minority
shareholders
Other cash paid relating to financing
7,224,685.15 2,874,145.90
activities
Subtotal of the cash outflows of
397,758,935.44 23,708,532.63
financing activities
Net cash flow of financing activities -37,836,042.61 182,715,806.51
IV. Effect of exchange rate changes on
101.09 -842,578.74
cash and cash equivalents
V. Net increase in cash and cash
-231,183,441.67 179,751,243.50
equivalents
Add: Beginning balance of cash and
391,406,829.36 211,655,585.86
cash equivalents
VI. Ending balance of cash and cash
160,223,387.69 391,406,829.36
equivalents
102
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
6. Parent Company's Cash Flow Statement
Unit: RMB
Item The year 2023 2022
I. Cash flows from operating activities:
Cash received from sales of goods and
70,665,037.25 42,472,472.08
provision of services
Refund of taxes received 8,518,912.36
Other cash received relating to
82,641,549.03 106,200,586.64
operating activities
Subtotal of the cash inflows of operating
153,306,586.28 157,191,971.08
activities
Cash paid for the purchase of goods
9,354,262.26
and receipt of services
Cash paid to and for employees 44,299,496.50 32,704,526.01
Taxes and surcharges paid 5,286,561.86 2,536,644.11
Other cash paid relating to operating
61,287,642.06 5,514,674.90
activities
Subtotal of the cash outflows of
120,227,962.68 40,755,845.02
operating activities
Net cash flow from operating activities 33,078,623.60 116,436,126.06
II. Cash flow from investing activities:
Cash received from the return of
414,826,990.40 1,170,000,000.00
investment
Cash received from returns on
96,430,863.56 29,719,248.83
investments
Net cash received from disposal of
fixed assets, intangible assets and other 500.00
long-term assets
Net cash received from disposal of
subsidiaries and other business units
Other cash received relating to
10,712,284.16 15,998,484.00
investing activities
Subtotal of the cash inflows of
521,970,138.12 1,215,718,232.83
investment activities
Cash paid to acquire fixed assets,
intangible assets and other long-term 74,600,974.42 153,782,004.60
assets
Cash paid for investments 467,006,215.27 1,131,118,780.00
Net cash paid for acquisition of
subsidiaries and other business units
Other cash paid relating to investing
activities
Subtotal of the cash outflows of
541,607,189.69 1,284,900,784.60
investment activities
Net cash flow of investment activities -19,637,051.57 -69,182,551.77
III. Cash flows from financing activities:
Cash received from absorbing
investments
Cash received from borrowings 25,693,122.83 57,924,339.14
Other cash received relating to
financing activities
Subtotal of the cash inflows of financing
25,693,122.83 57,924,339.14
activities
Cash paid for repayment of debts 169,953,708.69
Cash paid for distribution of dividends
15,656,389.63 15,834,386.73
and profits or interest repayment
103
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
Other cash paid relating to financing
1,787,614.75
activities
Subtotal of the cash outflows of
187,397,713.07 15,834,386.73
financing activities
Net cash flow of financing activities -161,704,590.24 42,089,952.41
IV. Effect of exchange rate changes on
-209,635.24
cash and cash equivalents
V. Net increase in cash and cash
-148,263,018.21 89,133,891.46
equivalents
Add: Beginning balance of cash and
157,068,231.28 67,934,339.82
cash equivalents
VI. Ending balance of cash and cash
8,805,213.07 157,068,231.28
equivalents
7. Consolidated Statement of Changes in Owners' Equity
Amount for the current period
Unit: RMB
The year 2023
Equity attributable to the owners of the parent company
Other equity Othe Min
instruments r ority Total
Less: Gene Undi own
Item Shar Capi com Spec Surp share
treas ral strib hold ers'
e Prefe Perp tal preh ial lus Othe Subt
ury risk uted ers' equit
capit rred etual Othe reser ensiv reser reser rs otal
share provi profi equit y
al share bond rs ves e ve ve
s sions ts y
s s inco
me
I.
Endi
ng
bala 431, 431, 52,4 590, 1,50 150, 1,65
26,4
nce 058, 449, 99,1 605, 5,63 588, 6,22
22.0
of 320. 554. 72.1 394. 8,86 880. 7,74
0
the 00 51 3 67 3.31 59 3.90
previ
ous
year
A
dd:
chan
ges
in 8,80 8,80 8,80
acco 4.40 4.40 4.40
untin
g
polic
ies
C
orrec
tion
of
prior
perio
104
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
d
error
s
O
thers
II.
Begi
nnin
g
431, 431, 52,4 590, 1,50 150, 1,65
bala 26,4
058, 449, 99,1 614, 5,64 588, 6,23
nce 22.0
320. 554. 72.1 199. 7,66 880. 6,54
of 0
00 51 3 07 7.71 59 8.30
the
curre
nt
year
III.
Incre
ases/
decr
eases
in
the
-
curre - - 11,4 94,7 98,2 74,8
23,4
nt 583, 7,34 57,1 28,3 57,3 35,3
22,0
perio 146. 4,97 14.3 93.5 87.2 69.7
17.5
d 01 4.65 3 5 2 2
0
(decr
eases
to be
liste
d
with
"-")
(I)
Total
com - 118, 110, - 104,
preh 7,34 255, 910, 6,81 095,
ensiv 4,97 140. 166. 4,67 492.
e 4.65 84 19 3.92 27
inco
me
(II)
Capi
tal
inves
- -
ted
4,90 4,90
and
0,00 0,00
decr
0.00 0.00
ease
d by
own
ers
1. - -
Ordi 4,90 4,90
nary 0,00 0,00
105
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
share 0.00 0.00
s
inves
ted
by
own
ers
2.
Capi
tal
inves
ted
by
the
hold
ers
of
other
equit
y
instr
ume
nts
3.
Amo
unt
of
share
-
base
d
pay
ment
s
char
ged
to
own
ers'
equit
y
4.
Othe
rs
(III)
- - -
Profi 11,4
23,5 12,0 12,0
t 57,1
26,7 69,6 69,6
distri 14.3
47.2 32.9 32.9
butio 3
9 6 6
n
1.
-
With 11,4
11,4
draw 57,1
57,1
al of 14.3
14.3
surpl 3
3
us
106
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
reser
ve
2.
Appr
opria
tion
to
gene
ral
risk
provi
sion
3.
Distr
ibuti
- - -
on to
12,0 12,0 12,0
own
69,6 69,6 69,6
ers
32.9 32.9 32.9
(or
6 6 6
share
hold
ers)
4.
Othe
rs
(IV)
Inter
nal
carry
over
of
own
ers'
equit
y
1.
Capi
tal
reser
ves
trans
ferre
d to
capit
al (or
share
capit
al)
2.
Surp
lus
reser
ve
trans
ferre
d to
107
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
capit
al (or
share
capit
al)
3.
Surp
lus
reser
ve
used
to
reco
ver
loss
4.
Retai
ned
earni
ngs
carri
ed
forw
ard
from
chan
ges
in
defin
ed
bene
fit
plan
5.
Retai
ned
earni
ngs
carri
ed
forw
ard
from
other
com
preh
ensiv
e
inco
me
6.
Othe
rs
(V)
Spec
ial
108
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
reser
ve
1.
Appr
opria
tion
in
the
curre
nt
perio
d
2.
Use
in
the
curre
nt
perio
d
- -
- -
(VI) 11,7 12,2
583, 583,
Othe 07,3 90,4
146. 146.
rs 43.5 89.5
01 01
8 9
IV.
Endi
ng
bala
431, 430, - 63,9 685, 1,60 127, 1,73
nce
058, 866, 7,31 56,2 342, 3,90 166, 1,07
of
320. 408. 8,55 86.4 592. 5,05 863. 1,91
the
00 50 2.65 6 62 4.93 09 8.02
curre
nt
perio
d
Amount in the previous period
Unit: RMB
2022
Equity attributable to the owners of the parent company
Other equity Othe Min
instruments r ority Total
Less: Gene Undi share own
Item Shar Capi com Spec Surp
treas ral strib hold ers'
e Prefe Perp tal preh ial lus Othe Subt
ury risk uted ers' equit
capit rred etual Othe reser ensiv reser reser rs otal
share provi profi equit y
al share bond rs ves e ve ve
s sions ts y
s s inco
me
I.
Endi 431, 431, 26,5 543, 1,43 24,2 1,45
26,4
ng 058, 449, 46,4 843, 2,92 65,5 7,18
22.0
bala 320. 554. 80.0 496. 4,27 52.3 9,82
0
nce 00 51 9 85 3.45 5 5.80
of
109
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
the
previ
ous
year
A
dd:
chan
ges
in
acco
untin
g
polic
ies
C
orrec
tion
of
prior
perio
d
error
s
O
thers
II.
Begi
nnin
g
431, 431, 26,5 543, 1,43 24,2 1,45
bala 26,4
058, 449, 46,4 843, 2,92 65,5 7,18
nce 22.0
320. 554. 80.0 496. 4,27 52.3 9,82
of 0
00 51 9 85 3.45 5 5.80
the
curre
nt
year
III.
Incre
ases/
decr
eases
in
the
curre 25,9 46,7 72,7 126, 199,
nt 52,6 61,8 14,5 323, 037,
perio 92.0 97.8 89.8 328. 918.
d 4 2 6 24 10
(decr
eases
to be
liste
d
with
"-")
(I) 83,4 83,4 - 81,3
Total 96,1 96,1 2,17 19,4
110
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
com 35.6 35.6 6,67 63.8
preh 1 1 1.76 5
ensiv
e
inco
me
(II)
Capi
tal
inves
128, 128,
ted
500, 500,
and
000. 000.
decr
00 00
ease
d by
own
ers
1.
Ordi
nary
share 128, 128,
s 500, 500,
inves 000. 000.
ted 00 00
by
own
ers
2.
Capi
tal
inves
ted
by
the
hold
ers
of
other
equit
y
instr
ume
nts
3.
Amo
unt
of
share
-
base
d
pay
ment
s
char
ged
111
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
to
own
ers'
equit
y
4.
Othe
rs
(III)
- - -
Profi 25,9
36,7 10,7 10,7
t 52,6
34,2 81,5 81,5
distri 92.0
37.7 45.7 45.7
butio 4
9 5 5
n
1.
With
-
draw 25,9
25,9
al of 52,6
52,6
surpl 92.0
92.0
us 4
4
reser
ve
2.
Appr
opria
tion
to
gene
ral
risk
provi
sion
3.
Distr
ibuti
- - -
on to
10,7 10,7 10,7
own
81,5 81,5 81,5
ers
45.7 45.7 45.7
(or
5 5 5
share
hold
ers)
4.
Othe
rs
(IV)
Inter
nal
carry
over
of
own
ers'
equit
y
112
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
1.
Capi
tal
reser
ves
trans
ferre
d to
capit
al (or
share
capit
al)
2.
Surp
lus
reser
ve
trans
ferre
d to
capit
al (or
share
capit
al)
3.
Surp
lus
reser
ve
used
to
reco
ver
loss
4.
Retai
ned
earni
ngs
carri
ed
forw
ard
from
chan
ges
in
defin
ed
bene
fit
plan
5.
Retai
113
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ned
earni
ngs
carri
ed
forw
ard
from
other
com
preh
ensiv
e
inco
me
6.
Othe
rs
(V)
Spec
ial
reser
ve
1.
Appr
opria
tion
in
the
curre
nt
perio
d
2.
Use
in
the
curre
nt
perio
d
(VI)
Othe
rs
IV.
Endi
ng
bala
431, 431, 52,4 590, 1,50 150, 1,65
nce 26,4
058, 449, 99,1 605, 5,63 588, 6,22
of 22.0
320. 554. 72.1 394. 8,86 880. 7,74
the 0
00 51 3 67 3.31 59 3.90
curre
nt
perio
d
114
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
8. Parent Company's Statement of Changes in Owners' Equity
Amount for the current period
Unit: RMB
The year 2023
Other equity instruments Other
Less: compr
Item Capital Specia Surplu Undist Total
Share Preferr Perpet treasur ehensi
reserve l s ributed Others owners
capital ed ual Others y ve
s reserve reserve profits ' equity
shares bonds shares incom
e
I.
Ending
1,337
balanc 431,0 428,2 52,49 425,8
,647,
e of 58,32 56,13 9,172 34,01
633.9
the 0.00 1.23 .13 0.57
3
previo
us year
A
dd:
change
s in
accoun
ting
policie
s
C
orrecti
on of
prior
period
errors
O
thers
II.
Beginn
ing 1,337
431,0 428,2 52,49 425,8
balanc ,647,
58,32 56,13 9,172 34,01
e of 633.9
0.00 1.23 .13 0.57
the 3
current
year
III.
Increas
es/decr
eases
in the -
11,45 91,04 95,15
current 7,344
7,114 4,396 6,535
period ,974.
.33 .00 .68
(decre 65
ases to
be
listed
with "-
115
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
")
(I)
Total
-
compr 114,5 107,2
7,344
ehensi 71,14 26,16
,974.
ve 3.29 8.64
65
incom
e
(II)
Capital
investe
d and
decrea
sed by
owners
1.
Ordina
ry
shares
investe
d by
owners
2.
Capital
investe
d by
the
holder
s of
other
equity
instru
ments
3.
Amou
nt of
share-
based
payme
nts
charge
d to
owners
'
equity
4.
Others
(III) - -
11,45
Profit 23,52 12,06
7,114
distrib 6,747 9,632
.33
ution .29 .96
1. -
11,45
Withdr 11,45
7,114
awal 7,114
.33
of .33
116
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
surplus
reserve
2.
Distrib
ution - -
to 12,06 12,06
owners 9,632 9,632
(or .96 .96
shareh
olders)
3.
Others
(IV)
Interna
l
carryo
ver of
owners
'
equity
1.
Capital
reserve
s
transfe
rred to
capital
(or
share
capital
)
2.
Surplu
s
reserve
transfe
rred to
capital
(or
share
capital
)
3.
Surplu
s
reserve
used to
recove
r loss
4.
Retain
ed
earnin
gs
carried
117
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forwar
d from
change
s in
define
d
benefit
plan
5.
Retain
ed
earnin
gs
carried
forwar
d from
other
compr
ehensi
ve
incom
e
6.
Others
(V)
Specia
l
reserve
1.
Appro
priatio
n in
the
current
period
2. Use
in the
current
period
(VI)
Others
IV.
Ending
- 1,432
balanc 431,0 428,2 63,95 516,8
7,344 ,804,
e of 58,32 56,13 6,286 78,40
,974. 169.6
the 0.00 1.23 .46 6.57
65 1
current
period
Amount in the previous period
Unit: RMB
2022
Item Share Other equity instruments Capital Less: Other Specia Surplu Undist Total
Others
capital Preferr Perpet Others reserve treasur compr l s ributed owners
118
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ed ual s y ehensi reserve reserve profits ' equity
shares bonds shares ve
incom
e
I.
Ending
1,088
balanc 431,0 428,2 26,54 203,0
,902,
e of 58,32 56,13 6,480 41,32
259.3
the 0.00 1.23 .09 7.99
1
previo
us year
A
dd:
change
s in
accoun
ting
policie
s
C
orrecti
on of
prior
period
errors
O
thers
II.
Beginn
ing 1,088
431,0 428,2 26,54 203,0
balanc ,902,
58,32 56,13 6,480 41,32
e of 259.3
0.00 1.23 .09 7.99
the 1
current
year
III.
Increas
es/decr
eases
in the
current 25,95 222,7 248,7
period 2,692 92,68 45,37
(decre .04 2.58 4.62
ases to
be
listed
with "-
")
(I)
Total
compr 259,5 259,5
ehensi 26,92 26,92
ve 0.37 0.37
incom
e
119
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(II)
Capital
investe
d and
decrea
sed by
owners
1.
Ordina
ry
shares
investe
d by
owners
2.
Capital
investe
d by
the
holder
s of
other
equity
instru
ments
3.
Amou
nt of
share-
based
payme
nts
charge
d to
owners
'
equity
4.
Others
(III) - -
25,95
Profit 36,73 10,78
2,692
distrib 4,237 1,545
.04
ution .79 .75
1.
Withdr -
25,95
awal 25,95
2,692
of 2,692
.04
surplus .04
reserve
2.
Distrib - -
ution 10,78 10,78
to 1,545 1,545
owners .75 .75
(or
120
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
shareh
olders)
3.
Others
(IV)
Interna
l
carryo
ver of
owners
'
equity
1.
Capital
reserve
s
transfe
rred to
capital
(or
share
capital
)
2.
Surplu
s
reserve
transfe
rred to
capital
(or
share
capital
)
3.
Surplu
s
reserve
used to
recove
r loss
4.
Retain
ed
earnin
gs
carried
forwar
d from
change
s in
define
d
benefit
plan
121
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5.
Retain
ed
earnin
gs
carried
forwar
d from
other
compr
ehensi
ve
incom
e
6.
Others
(V)
Specia
l
reserve
1.
Appro
priatio
n in
the
current
period
2. Use
in the
current
period
(VI)
Others
IV.
Ending
1,337
balanc 431,0 428,2 52,49 425,8
,647,
e of 58,32 56,13 9,172 34,01
633.9
the 0.00 1.23 .13 0.57
3
current
period
III. Basic Information of the Company
Shenzhen Tellus Holding Co., Ltd. (hereinafter referred to as "the Company") is a limited liability company
registered in Shenzhen Administration for Industry and Commerce on November 10, 1986. The Company was
reorganized and established from the former Shenzhen Machinery Industry Company with the approval of the
Reply on the Reorganization of Shenzhen Machinery Industry Company into Shenzhen Tellus Machinery Co.,
Ltd. (SFBF [1991] No. 1012) issued by the General Office of Shenzhen Municipal People's Government. The
Company currently holds a business license with a unified social credit code of 91440300192192210U, with a
registered capital of RMB 431,058,320.00 and a total of 431,058,320 shares, including 392,778,320 A shares
and 38,280,000 B shares without trading restrictions. The business address of the Company's headquarters is
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Floors 3 and 4, Tellus Building, Shuibei 2nd Road, Luohu District, Shenzhen. The legal representative is Fu
Chunlong.
In 1993, with the approval from the Reply on the Reorganization of Shenzhen Tellus Machinery Co., Ltd. into a
Public Limited Liability Company (SFBF [1992] No. 1850) issued by the General Office of Shenzhen
Municipal People's Government and the Reply on the Issuance of Shares by Shenzhen Tellus Machinery
Electric Co., Ltd. (SRYFZ [1993] No. 092) issued by Shenzhen Special Economic Zone Branch of the People's
Bank of China, the Company was reorganized into a public limited liability company through an initial public
offering, with a registered capital of RMB 166,880,000.00 and a total share capital of 166,880,000 shares.
120,900,000 shares were converted from former assets, 25,980,000 were issued as A shares and 20,000,000
were issued as B shares. Shares issued by the Company had a par value of RMB 1 per share. On June 21, 1993,
the Company's shares were listed and traded on the Shenzhen Stock Exchange.
According to the resolution of the Company's 1993 Annual General Meeting of Shareholders, based on the
share capital of 166,880,000 shares as of December 31 of that year, the Company distributed a cash dividend of
RMB 0.5 and issued 2 bonus shares to all shareholders for every 10 shares held, totaling 33,376,000 shares,
which was implemented in 1994. After the share dividend, the registered capital was increased to RMB
200,256,000.00.
According to the resolution of the Company's 1994 Annual General Meeting of Shareholders, based on the
share capital of 200,256,000 shares as of December 31 of that year, the Company distributed a cash dividend of
RMB 0.5 and issued 0.5 bonus shares to all shareholders for every 10 shares held, with 0.5 additional shares,
totaling 20,025,600 shares, which was implemented in 1995. The registered capital was increased to RMB
220,281,600.00 after the share dividend and transfer.
According to the resolution of the Company's 1994 Annual General Meeting of Shareholders, based on the
share capital of 200,256,000 shares as of December 31 of that year, the Company distributed a cash dividend of
RMB 0.5 and issued 0.5 bonus shares to all shareholders for every 10 shares held, with 0.5 additional shares,
totaling 20,025,600 shares, which was implemented in 1995. The registered capital was increased to RMB
220,281,600.00 after the share dividend and transfer. According to the resolution of the fourth Extraordinary
General Meeting of Shareholders of the Company in 2014, upon the approval of the Reply to the Approval of
Non-public Offering of Shares by Shenzhen Tellus Holding Co., Ltd. (ZJXK [2015] No.173) issued by the
China Securities Regulatory Commission, the Company issued 77,000,000 ordinary A shares to Shenzhen
Special Economic Zone Development Group Co., Ltd. and Shenzhen Capital Fortune Jewelry Industry
Investment Enterprise (Limited Partnership) in 2015. After the issuance, the registered capital was increased to
RMB 297,281,600.00.
According to the resolution of the Company's 2018 Annual General Meeting of Shareholders, based on the
share capital of 297,281,600 shares as of December 31 of that year, the Company increased 4.5 shares for every
10 shares to all shareholders with capital reserves, totaling 133,776,720 shares, which was implemented in 2019.
After the transfer, the registered capital was increased to RMB 431,058,320.00.
Main business activities: property leasing and services, jewelry operation, automobile sales, automobile
maintenance and testing, etc.
The financial statements and notes to the financial statements were approved by the Tenth Formal Meeting of
the Tenth Board of Directors on March 26, 2024.
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IV. Basis for Preparation of the Financial Statements
1. Preparation basis
The Company prepared the financial statements according to Accounting Standards for Business Enterprises
issued by the Ministry of Finance and relevant application guidelines, interpretations and other provisions
(hereinafter collectively referred to as "ASBE"). In addition, the Company also disclosed relevant financial
information in accordance with the Rules for the Preparation of Information Disclosure of Companies Issuing
Securities to the Public No.15 — General Provisions on Financial Reports (Revised in 2023) issued by the
CSRC.
2. Going concern
The financial statements have been prepared on the basis of going concern.
V. Significant Accounting Policies and Accounting Estimates
Notes to specific accounting policies and accounting estimates:
The company has determined the policies for investment property depreciation, fixed asset depreciation, and
revenue recognition based on its own production and operational characteristics. Please see Notes 16, 17 and 26
for specific accounting policies.
1. Declaration on compliance with ASBE
The financial statements have been prepared in compliance with ASBE to truly and completely reflect the
consolidated and company's financial positions as at December 31, 2023 and the consolidated and company's
operating results and cash flows for the year then ended.
2. Accounting period
The accounting period of the Company is from January 1 to December 31 of each calendar year.
3. Business cycle
The business cycle of the Company is 12 months.
4. Bookkeeping base currency
The Company and its domestic subsidiaries take RMB as the bookkeeping base currency. The Company uses
RMB to prepare the financial statements.
5. Method of determining significance criteria and basis of selection.
Applicable □ Not applicable
Item Significance Criteria
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Significant receivables with provision for Amount exceeding CNY 1,000,000.00 or account for more than 1% of
bad debts drawn on a single basis all types of receivables
Significant construction in progress Budget amount for individual projects exceeding CNY 20,000,000.00
Individual accounts payable/other payable with aging exceeding 1
Significant accounts payable and other
year is more than 1% of the total accounts payable, and amount
payables
greater than CNY 1,000,000.00
Total revenue of the a subsidiary accounts for more than 10% of the
total revenue of the consolidated statement or the absolute value of net
Significant non-wholly owned subsidiaries
profit accounts for more than 10% of the net profit of the consolidated
statement.
Single investment activities account for more than 10% of the total
Significant investing activities cash inflows or outflows related to receiving or paying investment
activities or the total outflow is greater than CNY 100,000,000.00
For individual long-term equity investments in investee entities, if the
carrying amount exceeds CNY 15 million, or if the investment profit
Significant joint ventures or associates
or loss under the equity method accounts for more than 3% of the
consolidated net profit of the company.
Significant events after the balance sheet The company considers the profit distribution situation after the
date balance sheet date as significant.
6. Accounting treatment method for business merger under common control and not under common
control
(1) Business merger under common control
For a business merger under common control, the merging party shall measure the assets and liabilities acquired
from the merged party at their book value on the merger date in the consolidated financial statements of the
ultimate controlling party. The difference between the book value of the net assets obtained in the business
merger and the book value of the merger is used to adjust the capital reserve. Where the capital reserve is
insufficient for offset, retained earnings shall be adjusted.
Business merger under common control realized step-by-step through multiple transactions
The assets and liabilities acquired by the merging party from the merged party shall be measured based on their
book value on the merger date in the consolidated financial statements of the ultimate controlling party.
According to the difference between the sum of the book value of holding investment before merger and the
book value of newly paid consideration on the merger date and the book value of net assets obtained by
merging, the capital reserve shall be adjusted; if the capital reserve is insufficient for offset, retained earnings
may be adjusted. The long-term equity investment held before the acquisition of the merged party's control by
the merging party and the profit or loss, other comprehensive incomes and changes in other owners' equities that
have been recognized during the period from the date of acquisition of the original equity, or the date of
common control of the merging party and the merged entity (which is later) to the merging date shall offset
against the retained beginning earnings or current profits and losses respectively during the period of
comparative statement.
(2) Business merger not under common control
For a business merger not under common control, the merger costs are the fair value of assets paid, liabilities
incurred or assumed and equity securities issued by the Company on the acquisition date to obtain control over
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the acquiree. The assets, liabilities and contingent liabilities of the acquiree obtained are recognized as per the
fair value on the acquisition date.
The difference between the merging cost and the fair value of identifiable net assets obtained from the acquiree
shall be recognized as goodwill, and successively measured by deducting the accumulative depreciation
provision by cost; the difference between the merging cost and the fair value of identifiable net assets obtained
from the acquiree shall be included in the current profits and losses after review.
Business merger not under common control realized step-by-step through multiple transactions
The merging cost shall be equal to the sum of the consideration paid on the acquisition date and the fair value of
the acquiree's equity, which has been held before the acquisition date, on the acquisition date. The acquiree's
equity held before the acquisition date shall be re-measured at its fair value on the acquisition date, and the
difference between the fair value and its book value shall be included in the current investment income; If the
acquiree's equity held before the date of acquisition involves other comprehensive income, changes in other
owners' equity shall be transformed into the current profit on the acquisition date, except comprehensive
income generated due to remeasuring the change in net liabilities or new assets of defined
benefit plan by the investee and other comprehensive income related to non-trading equity instrument
investment originally measured at fair value through other comprehensive income.
(3) Disposal of related handling charges for business merger
Intermediation costs such as audit, legal service and assessment and consultation and other administrative
expenses incurred shall be included in the current profit and loss when incurred during the business merger. The
transaction expenses of equity securities or debt securities issued as merger consideration shall be included in
the initially recognized amount of equity securities or debt securities.
7. Judgment standard for control and preparation of consolidated financial statements
(1) Judgment standard for control
The consolidation scope of consolidated financial statements is determined on the basis of control. Control
means the power of the Company over the investee, with which the Company enjoys variable returns through
participating in related activities of the investee and is able to influence its amount of return by using the
investees's power. Once changes in relevant facts and circumstances lead to changes in relevant elements
involved in the above definition of control, the Company will conduct reassessment.
When determining whether to include a structured entity in the consolidation scope, the Company considers
whether to control the structured entity based on all facts and circumstances, including the purposes and design
of the structured entity, the types of variable returns, and whether participating in its related activities will fully
or partially influence the variability of returns.
(2) Preparation of consolidated financial statements
Consolidated financial statements are prepared by the Company on the basis of the financial statements of the
Company and its subsidiaries and other related data. In the preparation of consolidated financial statements, the
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accounting policies and accounting periods of the Company and its subsidiaries are required to be consistent,
and significant transactions and current balances between companies are offset.
Where a subsidiary or business has been acquired through a business merger under common control in the
reporting period, the subsidiary or business shall be included in the consolidated financial statement from the
date it is controlled by the ultimate controlling party. The operating results and cash flows from the date of its
control by the ultimate controller shall be respectively incorporated into the consolidated income statement and
consolidated cash flow statement.
Where a subsidiary or business has been acquired through a business merger not under common control in the
reporting period, its revenues, expenses, and profits from the date of acquisition to the end of the reporting
period shall be incorporated into the consolidated income statement and its cash flows into the consolidated
cash flow statement.
The portion of shareholders' equity of subsidiaries not belonging to the Company shall be listed separately
under the item "Shareholders' Equity" in consolidated balance sheet as minority shareholders' equity. The
portion of net profit or loss of subsidiaries in current period belonging to minority shareholders' equity shall be
listed separately under the item "Minority Shareholders' Profit or Loss" in the consolidated income statement. If
the loss of a subsidiary borne by minority shareholders exceeds its share in the owner's equity of the subsidiary
at the beginning of the period, the balance shall still offset the minority equity.
(3) Acquisition of equity from minority shareholders of subsidiaries
The capital reserve in consolidated balance sheet shall be adjusted due to the balance between the long-term
equity investment cost newly obtained from minority equity and the net asset share of subsidiaries calculated
continuously starting from the purchase date or consolidation as per new shareholding ratio and the balance
between disposing money obtained from partial disposal of subsidiaries’ equity investment without loss of
control and the net asset share of subsidiaries calculated continuously starting from the purchase date or
consolidation corresponding to the disposal of long-term equity investment. If the capital reserve is insufficient
for offset, retained earnings may be adjusted.
(4) Disposal of the loss of control over subsidiaries
If the Company's control over the original subsidiaries is lost due to the disposal of part of equity investment or
other reason, the remaining equity shall be recalculated at fair value on the day when the control is lost. The
difference between the sum of consideration acquired from disposal of equity and the fair value of the
remaining equity minus the sum of the share of net assets and the goodwill of the original subsidiaries
calculated constantly based on the original shareholding proportion from the acquisition date shall be included
in current investment income at the time of loss of control.
When the Company loses control over the original subsidiaries, other comprehensive income in connection with
equity investment of the original subsidiaries shall be subject to accounting treatment using the same basis on
which the original subsidiaries directly disposes relevant assets or liabilities, and other changes in owners’
equity related to the original subsidiaries under the equity method shall be transferred into current profit or loss
at the time of loss of control.
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8. Classification of joint arrangements and accounting treatment methods for joint operations
Joint arrangements refer to arrangements jointly controlled by two or more participants. The joint arrangements
of the Company can be classified into joint operations and joint ventures.
(1) Joint operations
Joint operations refer to joint arrangements in which the Company enjoys assets related to the arrangements and
bears liabilities related to the arrangements.
The Company recognizes the following items related to the quantum of interest in joint operations and carries
out accounting treatment in accordance with relevant provisions of ASBE:
A. Recognize the assets held solely and the assets held jointly identified as per its shares;
B. Recognize the liabilities borne solely and the liabilities borne jointly identified as per its shares;
C. Recognize the revenue generated from the sale of shares enjoyed in the joint operation;
D. Recognize the revenue generated from the sale of shares enjoyed in the joint operation as per its shares;
E. Recognize the expenses incurred separately and the expenses incurred from the joint operation as per their
shares.
(2) Joint ventures
Joint ventures refer to joint arrangements in which the Company only has rights over the net assets of the
arrangements.
The Company carries out accounting treatment for investment in joint ventures according to the provisions on
equity method accounting of long-term equity investments.
9. Standards for defining cash and cash equivalents
Cash refers to cash on hand and deposits that are readily available for payment. Cash equivalents refer to short-
term highly liquid investments held by the Company that are readily convertible into known amounts of cash
and have an insignificant risk of change in value.
10. Foreign currency transaction and foreign currency statement translation
Foreign currency transactions of the Company are translated into bookkeeping base currency according to the
spot exchange rate on the transaction date.
As at the balance sheet date, monetary items denominated in foreign currency are exchanged to Renminbi
(“RMB”) by adopting the prevailing exchange rate on that date. Exchange differences arising from the
difference between the spot exchange rate on the balance sheet date and that at initial recognition or on the
previous balance sheet date shall be included in current profit and loss; foreign currency non-monetary items
measured at historical cost are still translated at the spot exchange rate on the transaction date; foreign currency
non-monetary items measured at fair value shall be translated at the spot exchange rate on the date when the fair
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value is determined. The difference between the translated amount in recording currency and the original
amount in recording currency shall be included in current profit and loss or other comprehensive income
according to the nature of the non-monetary items.
11. Financial instruments
Financial instruments refer to contracts that form the financial assets of a party and form financial liabilities or
equity instruments of other parties.
(1) Recognition and derecognition of financial instruments
The Company recognizes a financial asset or financial liability when it becomes one party to the contract of the
financial instrument.
Financial assets shall be derecognized if they meet one of the following conditions:
① The contractual right to receive cash flow from the financial asset is terminated;
② The financial asset has been transferred, and is in accordance with the following conditions for derecognition.
If the current obligation of a financial liability has been discharged in whole or in part, such financial liability or
part thereof shall be derecognized. The Company (the Debtor) and the Creditor sign an agreement to replace the
existing financial liabilities by assuming new financial liabilities, and if the contractual terms of the new
financial liabilities are substantially different from those of the existing financial liabilities, the existing
financial liabilities shall be derecognized and the new financial liabilities shall be recognized at the same time.
Financial assets transacted in a conventional way are subject to accounting recognition and derecognition on the
transaction day.
(2) Classification and measurement of financial assets
According to the business mode of financial assets management and the contractual cash flow characteristics of
financial assets, upon initial recognition, the Company classifies financial assets into financial assets measured
at amortized cost, financial assets at fair value through other comprehensive income, and financial assets at fair
value through profit or loss.
Financial assets are measured at fair value at initial recognition. For financial assets measured at fair value
through profit or loss, the related transaction fees are directly included in the current profit or loss; for other
financial assets, the related transaction fees are included in the initially recognized amount. For accounts
receivable arising from the sale of products or the provision of labor services, which do not include or do not
consider significant financing components, the amount of consideration the Company is expected to be entitled
to receive is taken as the initial recognition amount.
Financial assets measured at amortized cost
The Company classifies the financial assets that meet all of the following conditions and are not designated to
be measured at fair value through profit or loss as those measured at amortized cost:
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The business model of the Company to manage such financial assets is aimed at collecting contractual cash
flows;
The contract terms of the financial assets stipulate that cash flows generated on a specific date are only
payments of principal and interest based on the outstanding principal amount.
After initial recognition, such financial assets are measured at amortized cost using the effective interest method.
Any gains or losses on financial assets at amortized cost that are not part of the hedging relationship are charged
to the current profit and loss at derecognition, amortization using the effective interest method, or recognition of
impairment.
Financial assets at fair value through other comprehensive income
The Company classifies financial assets that meet the following conditions and are not designated to be
financial assets at fair value through profit or loss as financial assets at fair value through other comprehensive
income:
The Company manages the financial asset in a business mode that aims at both collecting contractual
cash flows and selling the financial asset;
The contract terms of the financial assets stipulate that cash flows generated on a specific date are only
payments of principal and interest based on the outstanding principal amount.
After initial recognition, such financial assets are subsequently measured at fair value. Interest, impairment
losses or gains, and exchange gains and losses calculated by the effective interest method are included in the
current profit or loss, and other gains or losses are included in other comprehensive income. At the time of
derecognition, the accumulated gains or losses previously included in other comprehensive income shall be
transferred out from other comprehensive income and included in the current profit or loss for the current period.
Financial assets measured at fair value through profit or loss
Except for the above-mentioned financial assets measured at amortized cost and fair value through other
comprehensive income, the Company classifies all remaining financial assets as financial assets at fair value
through profit or loss. At the initial recognition, in order to eliminate or significantly reduce accounting
mismatches, the Company irrevocably designates some financial assets that should have been measured at
amortized costs or at fair value through other comprehensive income as the financial assets at fair value through
profit or loss.
Such financial assets are subsequently measured at fair value after initial recognition, and the resulting gains or
losses (including interest and dividend revenue) are included in current profit and loss unless the financial assets
are part of the hedging relationship.
However, the Company irrevocably designates, at the initial recognition, the non-trading equity instrument
investment as financial assets at fair value through other comprehensive income. Such designation shall be
made on the basis of individual investment, and such investment must conform to the definition of equity
instrument from the issuer's point of view.
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After initial recognition, such financial assets are subsequently measured at fair value. Dividend revenue that
meets the conditions is included in profit or loss, and other gains or losses and changes in fair value are included
in other comprehensive income. At the derecognition, the accumulated gains or losses previously included in
other comprehensive incomes are transferred from there to the current profits or losses.
The business model of managing financial assets refers to how the Company manages financial assets to
generate cash flows. The business model determines whether the cash flow of financial assets managed by the
Company comes from collecting contractual cash flows, selling financial assets or both. The Company
determines the business model for managing financial assets on the basis of objective facts and specific business
objectives for managing financial assets decided by key management personnel.
The Company evaluates the contractual cash flow characteristics of financial assets to determine whether the
contractual cash flow generated by the relevant financial assets on the specific date is only the payment of
principal and interest based on the principal amount outstanding. Among them, the principal refers to the fair
value of financial assets upon initial recognition; interest includes consideration for the time value of money,
credit risks related to the principal amount outstanding in the specific period, and other basic lending risks, costs
and profits. In addition, the Company evaluates the contract terms that may lead to changes in the time
distribution or amount of contractual cash flow of financial assets to determine whether they meet the
requirements of the above-mentioned contractual cash flow characteristics.
Only when the Company changes the business mode of managing financial assets will all affected related
financial assets be reclassified on the first day of the first reporting period after the business mode changes,
otherwise, financial assets cannot be reclassified after initial recognition.
(3) Classification and measurement of financial liabilities
The Company's financial liabilities are classified into the following categories at the time of initial recognition:
the financial liabilities at fair value through profit or loss, and the financial liabilities measured at amortized
costs. For financial liabilities not classified as financial liabilities at fair value through profit or loss, the
transaction costs are recognized in the initially recognized amount.
Financial liabilities measured at fair value through current profit or loss
Financial liabilities at fair value through profit or loss include held-for-trading financial liabilities and those
designated to be measured at fair value through profit or loss upon initial recognition. Such financial liabilities
shall be subsequently measured at fair value, and the profits or losses arising from changes in fair value as well
as dividends and interest expenses related to such financial liabilities shall be included in current profit and loss.
Financial liabilities measured at amortized cost
Other financial liabilities are subsequently measured at amortized cost with the effective interest method, and
gains or losses arising from derecognition or amortization are included in current profits and losses.
Distinction between financial liabilities and equity instruments
Financial liabilities refer to those that meet one of the following conditions:
① A contractual obligation to deliver cash or another financial asset to another entity.
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② A contractual obligation to exchange financial assets or financial liabilities with another entity under
conditions that are potentially unfavorable to the Company.
③ A non-derivative contract that will or may be settled in the Company's own equity instruments and the
Company is obliged to deliver a variable number of the Company's own equity instruments according to the
contract.
④ A derivative instrument contract that will or may be settled in the Company's own equity instruments, except
for a derivative instrument contract that is settled by the exchange of a fixed number of the Company's own
equity instruments for a fixed amount of cash or other financial assets.
Equity instruments refer to contracts that can prove the ownership of residual equity in an enterprise's assets
after deducting all liabilities.
If the Company cannot unconditionally avoid performing a contractual obligation by delivering cash or other
financial assets, the contractual obligation meets the definition of financial liabilities.
If a financial instrument must or can be settled with the Company's own equity instruments, it is necessary to
consider whether the Company's own equity instruments used for settlement of such instruments are used as
substitutes for cash or other financial assets or to enable the instrument holder to enjoy residual equity in the
assets of the issuer after deducting all liabilities. If it is the former, the instrument is a financial liability of the
Company; if it is the latter, the instrument is an equity instrument of the Company.
(4) Derivative financial instruments and embedded derivative instruments
The derivative financial instruments of the Company are initially measured at the fair value on the date of
signing the derivative deal contract, and subsequently measured at fair value. Derivative financial instruments
with positive fair values are recognized as an asset and those with negative fair values as a liability. Any gain or
loss arising from changes in fair value that does not comply with the provisions of hedge accounting is directly
included in current profit and loss.
For hybrid instruments containing embedded derivative instruments, if the main contract is financial assets, the
relevant provisions of financial asset classification shall apply to the hybrid instruments as a whole. If the main
contract is not a financial asset and the hybrid instrument is not measured at fair value through profit or loss for
accounting treatment, the embedded derivative instruments are not closely related to the main contract in terms
of economic characteristics and risks and have the same conditions as the embedded derivative instruments. If
the separately existing instruments meet the definition of derivative instruments, the embedded derivative
instruments shall be separated from the hybrid instruments and treated as separate derivative financial
instruments. If the embedded derivative instruments cannot be measured separately at the time of acquisition or
on the subsequent balance sheet date, the hybrid instruments are designated as financial assets or financial
liabilities at fair value through profit or loss as a whole.
(5) Fair value of financial instruments
See "Disclosure of Fair Value" for methods for determining the fair value of financial assets and financial
liabilities.
(6) Impairment of financial assets
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The Company carries out impairment accounting treatment and recognizes the loss provision for the following
items on the basis of expected credit losses:
Financial assets measured at amortized cost;
Receivables and debt instrument investments at fair value through other comprehensive income;
Contract assets as defined in the Accounting Standards for Business Enterprises No. 14 - Revenue;
Lease receivables;
Financial guarantee contracts (except for those measured at fair value through profit or loss, where the
transfer of financial assets does not meet derecognition conditions or is continuously involved in the
transferred financial assets).
Measurement of expected credit loss
The expected credit loss refers to the weighted average of the credit losses of financial instruments that are
weighted by the risk of default. Credit loss refers to the difference between all contract cash flow that the
Company discounts at the original effective interest rate and is receivable in accordance with the contract and
all cash flow expected to be received, that is, the present value of all cash shortages.
The Company considers reasonable and well-founded information about past events, current conditions and
forecasts of future economic conditions, takes the risk of default as a weight, calculates the probability-
weighted amount of the present value of the difference between the cash flow receivable under the contract and
the expected cash flow to be received, and recognizes the expected credit loss.
The Company measures the expected credit losses of financial instruments at different stages respectively. If the
credit risk of financial instruments has not increased significantly since initial recognition, it is in the first stage.
The Company measures the loss provision according to the expected credit losses in the next 12 months; if the
credit risk of a financial instrument has increased significantly since initial recognition but no credit impairment
has occurred, it is in the second stage. The Company measures the loss provision according to the expected
credit loss of the instrument throughout its duration; if a financial instrument has been credit-impaired since
initial recognition, it is in the third stage. The Company measures the loss provision according to the expected
credit loss of the instrument throughout its duration.
For financial instruments with low credit risk on the balance sheet date, the Company assumes that their credit
risks have not increased significantly since initial recognition and measures the loss provision according to the
expected credit losses in the next 12 months.
The expected credit loss of the whole duration refers to the expected credit loss caused by all possible default
events of financial instruments throughout the estimated duration. The expected credit loss in the next 12
months refers to the expected credit loss caused by the possible default events of financial instruments within 12
months (or, the expected duration, if the expected duration of financial instruments is less than 12 months) after
the balance sheet date, which is part of the expected credit loss in the whole duration.
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When measuring the expected credit loss, the longest term that the Company needs to consider is the longest
contract term that the enterprise faces credit risk (including the option to renew the contract).
For financial instruments in the first and second stages and with low credit risk, the Company calculates interest
income according to the book balance before deducting provision for impairment and the actual interest rate.
For financial instruments in the third stage, the Company calculates interest income according to the amortized
cost (that is, the book balance less the impairment provision) and the effective interest rate.
For notes receivable, accounts receivable and other receivables, if the credit risk characteristics of a customer
are significantly different from those of other customers in the portfolio, or the credit risk characteristics of the
customer have changed significantly, the Company shall make provision for bad debts on the receivable item.
Except for receivables with provision for bad debts drawn on a single basis, the Company divides receivables
into portfolios according to credit risk characteristics and calculates provision for bad debts on the basis of
portfolios.
Notes receivable and accounts receivable
For notes receivable and accounts receivable, regardless of whether there is a significant financing component,
the Company always measures their loss provision according to the amount equivalent to the expected credit
loss in the whole duration.
When the information of expected credit loss cannot be evaluated at a reasonable cost for a single financial asset,
the Company divides the notes receivable and accounts receivable into portfolios according to the credit risk
characteristics, calculates the expected credit loss on the basis of the portfolio, and determines the portfolio
based on the following:
A. Notes receivable
Notes receivable portfolio 1: bank acceptance bills
Notes receivable portfolio 2: commercial acceptance bills
B. Accounts receivable
Accounts receivable portfolio 1: leasing and other combinations
Accounts receivable portfolio 2: jewelry sales business portfolio
For notes receivable divided into portfolios, the Company refers to the historical credit loss experience,
combines the current situation with the forecast of the future economic situation, and calculates the expected
credit loss through default risk exposure and the expected credit loss rate for the whole duration.
For notes receivable divided into portfolios, the Company refers to the historical credit loss experience,
combines the current situation with the forecast of the future economic situation, and formulates the comparison
table of aging of accounts receivable and the lifetime expected credit loss rate, and calculates the expected
credit loss. The age of accounts receivable shall be calculated from the date of recognition.
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Other receivables
The Company divides other receivables into several portfolios based on credit risk characteristics, calculates the
expected credit loss on the basis of the portfolio, and determines the portfolio based on the following:
Other receivables portfolio 1: aging portfolio
Other receivables portfolio 2: portfolio of deposits and security deposits receivable
Other receivables portfolio 3: portfolio of concerned intercourse funds within the consolidation scope
of receivables
For other receivables that are divided into portfolios, the Company calculates the expected credit loss based on
the default risk exposure and the expected credit loss rate within the next 12 months or the whole duration. The
age of other receivables divided into portfolios by aging shall be calculated from the date of recognition.
Long-term receivables
The long-term receivables of the Company include concerned intercourse funds receivable, etc.
The Company divides concerned intercourse funds receivable into several portfolios based on credit risk
characteristics, calculates the expected credit loss on the basis of the portfolio, and determines the portfolio
based on the following:
Long-term receivables portfolio 1: other receivables
For concerned intercourse funds receivable divided into portfolios, the Company refers to the historical credit
loss experience, combines the current situation with the forecast of the future economic situation, and calculates
the expected credit loss through default risk exposure and the expected credit loss rate for the whole duration.
For other receivables and long-term receivables divided into portfolios except for concerned intercourse funds
receivable and labor payments receivable, the expected credit loss is calculated based on the default risk
exposure and the expected credit loss rate within the next 12 months or the whole duration.
Debt investment and investment in other debentures
For debt instruments and investment in other debentures, the Company calculates the expected credit loss
according to the nature of the investment and various types of counterparty and risk exposure through default
risk exposure and the expected credit loss rate within the next 12 months or the whole duration.
Assessment of significant increase in credit risk
In order to determine the relative changes in the default risk of financial instruments during their expected life
and to assess whether the credit risk of financial instruments has increased significantly since initial recognition,
the Company compares the default risk of financial instruments on the balance sheet date with the default risk
on the initial recognition date.
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When determining whether the credit risk has significantly increased since the initial recognition, the Company
considers reasonable and well-founded information obtained without unnecessary additional cost or effort,
including forward-looking information. The information considered by the Company includes:
The debtor fails to pay the principal and interest by the contract expiration date;
The external or internal credit ratings (if any) of financial instruments, which have occurred or are
expected, deteriorate significantly;
The debtor's operating results, which have occurred or are expected, deteriorate significantly;
Changes in the existing or expected technical, market, economic or legal environment will have a
significant adverse impact on the debtor's ability to repay the Company.
According to the nature of financial instruments, the Company evaluates whether the credit risk has increased
significantly on the basis of individual financial instruments or portfolios of financial instruments. When
evaluating on the basis of portfolios of financial instruments, the Company may classify the financial
instruments based on common credit risk characteristics, such as overdue information and credit risk rating.
If the financial instrument is overdue for more than 30 days, the Company determines that its credit risk has
significantly increased.
The Company considers that a default of a financial asset occurs when:
The borrower is unlikely to pay in full what is owed to the Company and the assessment does not cover
realization of the collateral (if held) or other recourse actions by the Company;
Financial assets are overdue for more than 90 days.
Credit-impaired financial assets
On the balance sheet date, the Company evaluates whether the credit impairment has occurred to financial
assets measured at amortized cost and debt investment measured at fair value through other comprehensive
income. When one or more events that have an adverse effect on the expected future cash flow of a financial
asset occur, the financial asset becomes a credit-impaired financial asset. Evidence for credit-impaired financial
assets includes the following observable information:
The issuer or debtor is caught in a serious financial difficulty;
The debtor breaches the agreement of contract, such as default or overdue payment of interest or
principal;
The Company gives concessions to the debtor that will not be made under any other circumstances for
economic or contractual considerations related to the debtor's financial difficulties;
There lies a great probability of bankruptcy or other financial restructuring for the debtor;
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The issuer or debtor is caught in financial difficulties, which leads to the disappearance of the active
market of the financial asset;
Presentation of provision for expected credit loss
In order to reflect the changes in the credit risk of financial instruments since the initial recognition, the
Company re-measures the expected credit loss on each balance sheet date. The increase or reversal amount of
provision for loss therefrom shall be regarded as impairment loss or gain and included in the current profit and
loss. For the financial assets measured at amortized cost, the provision for loss shall be used to offset against the
book value of financial assets presented in the balance sheet; for debt investment measured at fair value through
other comprehensive income, the Company recognizes the provision for loss in other comprehensive income,
and the book value of financial assets will not be deducted.
Write-off
When the Company no longer reasonably expects that the contract cash flow of the financial asset can be
recovered in whole or in part, the book balance of the financial asset is directly written down. Such write-down
constitutes the derecognition of related financial assets. This usually happens when the Company determines
that the debtor has no assets or sources of revenue to generate sufficient cash flow to repay the amount to be
written off. However, according to the Company's procedures for recovering due amounts, written-down
financial assets may still be affected by implementation activities.
If the written-off financial assets are recovered later, they shall be regarded as the reversal of impairment loss
and included in the current profit and loss.
(7) Transfer of financial assets
Transfer of financial assets refers to the assignment or delivery of financial assets to a party other than the issuer
of such financial assets (the transferee).
If the Company has transferred substantially all risks and rewards of ownership of a financial asset to the
transferee, the financial asset shall be derecognized; if it retains substantially all risks and rewards of ownership
of the financial asset, the financial asset shall not be derecognized.
If the Company neither transfers nor retains almost all risks and rewards of ownership of a financial asset, it
shall deal with them as follows: if the control over the financial asset is waived, the financial asset shall be
derecognized and the assets and liabilities incurred shall be recognized; if the control over the financial asset is
not waived, the relevant financial asset shall be recognized to the extent that it continues to be involved in the
transferred financial asset, and the relevant liabilities shall be recognized accordingly.
(8) Offset of financial assets and financial liabilities
When the Company has a legal right to offset the recognized financial assets and financial liabilities, and such
legal right is currently enforceable, and the Company plans to settle on a net basis or realize the financial assets
and pay off the financial liabilities simultaneously, the financial assets and financial liabilities are presented in
the balance sheet at the amount after offsetting each other. Otherwise, financial assets and financial liabilities
are presented separately in the balance sheet and are not mutually offset.
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The Company shall abide by the disclosure requirements of the Business Guidelines of Shenzhen Stock
Exchange for Self-discipline Regulation of Listed Companies No. 3 — Industrial Information Disclosure for
jewelry-related business.
12. Inventories
The Company shall abide by the disclosure requirements of the Business Guidelines of Shenzhen Stock Exchange for Self-
discipline Regulation of Listed Companies No. 3 — Industrial Information Disclosure for jewelry-related business.
(1) Classification of inventories
The Company's inventories include raw materials, finished goods, hedged items, materials processed on a
commission basis, and goods sold on a commission basis.
(2) Valuation methods for inventories transferred out
The Company's inventories are valued by the actual cost when acquired. Raw materials and finished goods are
valued by the first-in first-out method and the specific identification method when transferred out.
(3) Recognition and withdrawal of provision for decline in the value of inventories
On the balance sheet date, inventories are valued by cost or net realizable value, whichever is lower. If the net
realizable value is lower, the provision for decline in the value of inventories is provided.
Net realizable value is the estimated selling price less estimated costs to be incurred upon completion, estimated
selling expenses and related taxes. When determining the net realizable value of inventories, the obtained
concrete evidence is taken as basis, and the purpose of holding inventories and the impact of events after the
balance sheet date are taken into consideration.
The Company usually withdraws the inventory falling price reserves on single inventory item basis. For the
inventories with high quantity and low unit price, inventory falling price reserves may be withdrawn by
inventory class.
On the balance sheet date, if the factors affecting the previous write-down of inventory value have disappeared,
the provision for decline in the value of inventories shall be reversed within the amount originally withdrawn.
(4) Inventory system
The Company adopts the perpetual inventory system.
(5) Amortization method for low-value consumables
The Company adopts the one-off amortization method for low-value consumables collected.
13. Long-term equity investments
Long-term equity investments include equity investments in subsidiaries, joint ventures and associates. Where
the Company can exercise significant influence over the investee, the investee is an associate.
(1) Recognition of initial investment cost
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Long-term equity investment acquired through business merger: For long-term equity investment acquired
through business merger under common control, the book value share of owner's equity obtained from the
merged party in the consolidated financial statements of the ultimate controlling party shall be recognized as the
investment cost on the date of merger; for long-term equity investment acquired through business merger not
under common control, the merger cost shall be recognized as the investment cost of long-term equity
investment.
Long-term equity investment acquired through other method: For long-term equity investment acquired through
cash payment, the actually paid purchase price is taken as the initial investment cost; for long-term equity
investment acquired through issuing equity securities, the fair value of the issued equity securities is taken as
the initial investment cost.
(2) Subsequent measurement and recognition of profit or loss
Investment in subsidiaries shall be calculated with the cost method, unless the investment meets the conditions
for treatment as an asset held for sale; the investment in associates and joint ventures shall be calculated with
the equity method.
For long-term equity investment calculated with the cost method, except for the declared but not yet released
cash dividends or profits included in the actual price or consideration paid when acquiring the investment, the
distributed cash dividends or profits declared by the investee shall be recognized as investment income and
included in current profit and loss.
When long-term equity investment is accounted by equity method, where the investment cost exceeds entitled
share of fair value of investee's net identifiable assets upon investment, no adjustment is made to investment
cost of such long-term equity investment; where the investment cost is less than entitled share of fair value of
investee's net identifiable assets upon investment, the adjustment is made to the book value of such long-term
equity investment. The balance shall be included in current profit or loss.
For long-term equity investments accounted with the equity method, the Company shall recognize the
investment income and other comprehensive income respectively according to its share of the realized net profit
or loss and other comprehensive income which the investee should enjoy or share, and adjust the book value of
long-term equity investments at the same time. The book value of long-term equity investments shall be
decreased accordingly according to the calculated part of the profit or cash dividends declared and distributed
by the investee which the investee should enjoy. For other variation of owners' equity other than the net profit or
loss, other comprehensive income and profit distribution, the book value of long-term equity investments are
adjusted and included in capital reserves (other capital reserves). When recognizing the share of net profit or
loss of the investee, the Company shall recognize the net profit of the investee after adjustment based on the fair
value of various identifiable assets of the investee when acquiring the investment and in accordance with the
accounting policies and accounting periods of the Company.
If it is possible to exert significant influence on the investee or implement common control but does not
constitute control due to additional investment and other reasons, the sum of the fair value of the original equity
plus the new investment cost shall be taken as the initial investment cost calculated by the equity method on the
conversion date. If the original equity is classified as non-trading equity instrument investment at fair value
through other comprehensive income, the related accumulated changes in fair value originally included in other
comprehensive income shall be transferred to retained earnings when accounting by the equity method.
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If the Company loses joint control over or significant influence on the investee due to disposal of partial equity
investment and other reasons, the remaining equity after disposal shall be subject to accounting treatment
according to the Accounting Standards for Business Enterprises No. 22 — Recognition and Measurement of
Financial Instruments on the date of losing joint control or significant influence, and the difference between fair
value and book value shall be included in current profit and loss. Other comprehensive income from original
equity investment accounted and recognized with the equity method shall be subject to the accounting treatment
on the same basis for direct disposal of relevant assets or liabilities of the investee when the equity method is
not used anymore. Other owners’ equity variation related to the original equity investment shall be transferred
in the current profit and loss.
In case that the Company loses control over the investee due to such reason as the disposal of part of the equity
investment, if the remaining equity after disposal can exert joint control over or significant influence on the
investee, it shall be accounted with the equity method, and it shall be adjusted as it is calculated by the equity
method since it is acquired. If the remaining equity after disposal cannot exert joint control over or significant
influence on the investee, the accounting treatment shall be carried out as per the Accounting Standards for
Business Enterprises No. 22 — Recognition and Measurement of Financial Instruments, and the balance
between the fair value and the book value since the date of losing the control shall be included in current profit
or loss.
If the shareholding proportion of the Company decreases due to capital increase by other investors, resulting in
loss of control but common control over or significant influence on the investee, the Company's share of net
assets increased due to capital increase and share expansion of the investee shall be recognized according to the
new shareholding proportion, and the difference between the original book value of long-term equity
investment corresponding to the decrease in shareholding proportion that shall be carried forward shall be
included in current profit and loss; the new shareholding proportion is then adjusted as if it had been accounted
for using the equity method since the acquisition of the investment.
The unrealized profit or loss from internal transactions entered into between the Company and its associate or
joint venture is offset according to the shareholding percentage held by the Company and the remaining portion
is recognized as investment income or loss. However, the unrealized loss on the internal transaction among the
Company and its investees attributable to impairment loss of asset transferred shall not be offset.
(3) Basis for determining joint control and significant influence on the investee
Common control refers to the sharing of control over certain arrangements under related agreements, and
related activities of the arrangement can be determined only when the unanimous consent of the parties sharing
the control right is obtained. In determining whether or not it is a common control, the Company considers
whether all the participants or group of participants collectively control the arrangement, and whether the
decisions for the activities related to the arrangement must be agreed by participants who collectively control
the arrangement. Where the activities related to certain arrangement must be agreed by all such participants or
groups of participant, the arrangement is considered to be jointly controlled by all the participants or groups of
participants, while two or more groups of participants that can jointly control certain arrangement do not
constitute common control. Protective rights are not taken into account in determining whether or not there is
joint control.
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Significant influence means the power of the investor to participate in making decisions on the financial and
operating policies of an investee, but the investor cannot control or jointly control with other parties over the
formulation of these policies. When determining whether significant influence can be exerted on the investee,
consider the impact of voting shares directly or indirectly held by the investor and current executable potential
voting rights held by the investor and other parties after they are assumed to be converted into equity in the
investee, including the impact of current convertible warrants, share options and convertible corporate bonds
issued by the investee.
If the Company directly owns or indirectly owns, via its subsidiaries, more than 20% (including) but less than
50% of voting shares of the investee, the condition shall be recognized as being of significant influence on the
investee unless concrete evidence shows that participation in the production and business decisions of the
investee is not allowed without constituting significant influence. If the voting shares of the investee owned by
the Company is less than 20% (not including), the condition shall not be considered as being of significant
influence on the investee in general unless concrete evidence shows that the Company can participate in the
production and business decisions of the investee under this condition, constituting significant influence.
(4) Impairment test method and accrual method for impairment provision
For investments in subsidiaries, associates and joint ventures, please see Note V. 19 for the accrual method for
impairment provision.
14. Investment properties
Measurement model of investment properties
Cost method
Depreciation or amortization method
Investment properties are properties held for the purpose of earning rent or capital appreciation, or both.
Investment properties of the Company include the land right of use which has already been rented, the land
right of use held for transfer after appreciation and the buildings which have been rented.
Investment properties of the Company shall be initially measured as per the price upon acquisition and
depreciated or amortized on schedule as per relevant provisions on fixed assets or intangible assets.
Investment properties are measured subsequently as per the cost model. See Note V. 19 for provision method of
assets impairment.
The disposal income from the sale, transfer, discard or destruction of the investment properties shall be included
in the current profit or loss after deducting their carrying amount and relevant taxes.
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15. Fixed assets
(1) Recognition conditions
Fixed assets of the Company refer to tangible assets held for producing goods, rendering labor services,
renting, or business management and have a service life of over one fiscal year.
Fixed assets can be recognized only when the economic benefits related to such assets are likely to flow
into the Company and the cost of such assets can be measured reliably.
Fixed assets of the Company shall be initially measured at the actual cost when acquired.
For the subsequent expenses related to fixed assets, if the economic benefits of the assets are likely to flow
into the Company and the cost can be reliably measured, they are included in the cost of fixed assets; daily
repair costs of fixed assets that do not meet the conditions for subsequent expenses for
capitalization of fixed assets are included in current profits and losses or in the cost
of relevant assets according to the beneficiaries upon occurrence. The book value of the part
being replaced will be derecognized.
(2) Depreciation method
Depreciation Depreciation Annual depreciation
Type Residual ratio
method period rate
Houses and buildings Straight-line method 10 and 35-40 0 and 3 10 and 2.43-2.77
Including: decoration
Straight-line method 10 0 10
of self-owned houses
Machinery and
Straight-line method 12 3 8.08
equipment
Electronic equipment Straight-line method 5-7 3 13.86-19.4
Transportation
Straight-line method 7 3 13.86
equipment
Office and other
Straight-line method 7 3 13.86
equipment
The depreciation rate of fixed assets with provision for impairment shall be calculated by deducting the
accumulated amount of provision for impairment of fixed assets.
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16. Construction in progress
The cost of construction in progress of the Company is determined according to the actual construction
expenditures, including various necessary construction expenditures incurred during the construction period,
borrowing costs that shall be capitalized before the project reaches the expected serviceable condition and other
relevant expenses.
Construction in progress is transferred to fixed assets when it is ready for its intended use.
See Note V. 19 for the providing method of assets impairment of the construction in progress.
17. Borrowing costs
(1) Recognition principle for capitalization of borrowing costs
Borrowing costs incurred by the Company that are directly attributable to the acquisition, construction or
production of assets eligible for capitalization shall be capitalized and included in relevant asset costs; other
borrowing costs shall be recognized as expenses according to their amount when incurred and included in
current profit and loss. Borrowing costs shall be capitalized when all of the following conditions are satisfied:
① Expenditures on an asset have incurred, and expenditures on the asset comprise payments in cash, transfer of
non-cash assets or assumption of debts with interests for acquisition and construction or production of the asset
qualifying for capitalization;
② Borrowing costs have been occurred;
③ The acquisition, construction, or production activities necessary to bring the assets to their intended use or
sale have started.
(2) Period of borrowing costs capitalization
The capitalization of borrowing costs shall cease when the assets eligible for capitalization acquired,
constructed or produced by the Company are ready for their intended use or sale. Borrowing costs incurred after
the assets meeting capitalization conditions are ready for their intended use or sale shall be recognized as
expenses according to the amount incurred and included in the current profit and loss.
If the acquisition, construction or production of assets eligible for capitalization is interrupted abnormally and
the interruption period exceeds 3 consecutive months, the capitalization of borrowing costs shall be suspended;
the borrowing costs during the normal interruption period shall continue to be capitalized.
(3) Calculation method for borrowing costs capitalization rate and capitalized amount
The balance of the interest from special borrowings actually occurred in current period deducting the interest
income acquired from unused borrowings which are deposited in banks, or deducting investment income from
temporary investment of the borrowings shall be capitalized. The capitalized amount of general borrowing shall
be determined by multiplying the weighted average of the asset expenditures from the accumulative asset
expenditures exceeding the special borrowing by the capitalization rate of general borrowing occupied. The
capitalization rate is calculated and recognized as per the weighted average interest rate of general borrowing.
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During capitalization period, the balance of exchange for special foreign currency borrowing shall be
capitalized in full amount, while that of general foreign currency borrowing shall be included in current profit
and loss.
18. Intangible assets
(1) Service life and its determination basis, estimation, amortization method, or review procedure
The Company's intangible assets include land use rights, computer software, and trademarks.
Intangible assets are initially measured at cost and their service life is determined upon acquisition. If the
service life of an intangible asset is limited, it shall be amortized within the estimated service life with an
amortization method that can reflect the expected realization mode of economic benefits related to the asset
since the asset is available for use; if the expected realization mode cannot be reliably determined, the asset
shall be amortized with the straight-line method; intangible assets with uncertain service life shall not be
amortized.
The amortization method for intangible assets with limited service life is as follows:
Amortization
Category Service life Determination basis of service life Note
method
Land use Straight-line
50 years Legal right to use
right method
Computer Determine the service life with reference to the term that Straight-line
5 years
software can bring economic benefits to the Company method
Determine the service life with reference to the term that Straight-line
Trademark 10 years
can bring economic benefits to the Company method
At the end of each year, the Company shall recheck the service life and amortization method of intangible assets
with finite service life. If it is different from the previous estimate, the original estimate shall be adjusted and
the change shall be handled according to the accounting estimate.
If an intangible asset is expected no longer to generate future economic benefits for the Company at the balance
sheet date, the book value of the asset is charged to the current profit and loss.
See Note V. 19 for the providing method of assets impairment of the intangible assets.
(2) Collection scope of R&D expenditures and relevant accounting treatment methods
The R&D expenditures of the Company refer to expenditures directly related to the R&D activities of the
Company, including salaries of R&D personnel, direct R&D investments, depreciation expenses and long-term
deferred expenses, design expenses, equipment commissioning expenses, amortization expenses of intangible
assets, expenses incurred from commissioned external R&D, and other expenses. The salaries of
R&D personnel are included in R&D expenditures according to the project working hours.
The Company divides the expenditure of internal R&D projects into research stage expenditure and
development stage expenditure.
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Expenditures at the research stage shall be included in current profit and loss when incurred.
Expenditures at the development stage can be capitalized only when all of the following conditions are met,
namely: it is technically feasible to complete the intangible assets so that they can be used or sold; there is an
intention to complete the intangible asset and use or sell it; ways for intangible assets to generate economic
benefits, including proving that there is a market for the products produced by using the intangible assets or the
intangible assets themselves, and proving their usefulness if they are to be used internally; there are sufficient
technical, financial and other resources to complete the development of the intangible assets and have the ability
to use or sell them; the expenditures attributable to the development stage of intangible assets can be measured
reliably. Development expenditures that do not meet the above conditions are included in the current profit and
loss.
After the R&D projects of the Company meet the above conditions, pass the technical feasibility and economic
feasibility study, and form the project establishment, they shall enter the development stage.
The capitalized expenditures in the development stage shall be presented as development costs on the balance
sheet and shall be transferred into intangible assets from the date when the project meets the expected usage.
19. Impairment of long-term assets
The impairment of the long-term equity investments in subsidiaries, associates and joint ventures, investment
properties subsequently measured by cost model, fixed assets, construction in progress, right-of-use assets,
intangible assets, etc. (except for inventories, investment properties measured by fair value model, deferred
income tax assets and financial assets) shall be determined by the Company according to the following methods:
The Company judges whether there is a sign of impairment to assets on the balance sheet date. If such a sign
exists, the Company estimates the recoverable amount and conducts the impairment test. For goodwill arising
from a business merger, intangible assets with indefinite service life and intangible assets that have not reached
the usable condition are tested for impairment annually regardless of whether such indication exists.
The recoverable amount is the net amount that the fair value of assets deducts the disposal fees, or the present
value of estimated future cash flow of the assets, whichever is higher. The Company estimates the recoverable
amount on a single asset basis. If it is difficult to estimate the recoverable amount of a single asset, the
recoverable amount of the asset group shall be determined based on the asset group to which the asset belongs.
The assets group is determined by whether the main cash flow generated by the assets group is independent of
those generated by other assets or assets groups.
When the asset or asset group's recoverable amount is lower than its book value, the Company reduces its book
value to its recoverable amount, the reduced amount is recorded in the current profit and loss and the provision
for impairment of assets is recognized.
For the impairment test of goodwill, the book value of goodwill formed by the business merger shall be
amortized to relevant asset groups with a reasonable method since the acquisition date; if it is difficult to
amortize to relevant asset groups, it shall be amortized to relevant asset group portfolios. Asset group or
portfolio of asset group is an asset group or portfolio of asset group that can benefit from synergies of a business
merger and is not greater than the reportable segment of the Company.
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In impairment testing, if indication of impairment exists in asset group or portfolio of asset group containing
allocated goodwill, impairment test is first conducted on asset group or portfolio of asset group that does not
contain goodwill, and corresponding recoverable amount is estimated and any impairment loss is recognized.
Then asset group or portfolio of asset group containing goodwill is conducted impairment test by comparing its
book value and its recoverable amount. If the recoverable amount is less than the book value, impairment loss
of goodwill is recognized.
Once recognized, the impairment loss of assets shall not be reversed in future accounting periods.
20. Long-term deferred expenses
Long-term deferred expenses of the Company shall be valued as per actual cost and averagely amortized as per
the expected benefit period. If the long-term deferred expense project will not benefit the future accounting
period, the amortized value of the project shall be included in the current profit and loss in full amount.
21. Employee compensation
(1) Accounting treatment for short-term compensation
During the accounting period when employees provide services, the Company recognizes the actual salary and
bonus of employees, social insurance premiums such as medical insurance premiums, work-related injury
insurance premiums and maternity insurance premiums paid for employees according to the specified
benchmark and proportion, and housing fund as liabilities, and includes them in current profit and loss or
relevant asset costs.
(2) Accounting treatment for post-employment benefits
Post-employment benefit plans include defined contribution plans and defined benefit plans. Among them, the
defined contribution plan refers to a post-employment benefit plan in which the enterprise has no further
payment obligation after paying fixed expenses to an independent fund; the defined benefit plan refers to a post-
employment benefit plan other than a defined contribution plan.
Defined contribution plans
The defined contribution plan includes the basic endowment insurance, unemployment insurance, etc.
During the accounting period when employees provide services, the amount payable calculated according to the
defined contribution plan is recognized as a liability and included in the current profit and loss or related asset
costs.
Defined benefit plans
For defined benefit plans, an independent actuary shall carry out actuarial valuation on the annual balance sheet
date, and determine the cost of providing benefits with the expected cumulative welfare unit method. The
employee compensation costs arising from the defined benefit plan of the Company include the following
components:
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① Service cost, including current service cost, past service cost and any gain or loss on settlement. Among
them, the current service cost refers to the increase in the present value of defined benefit plan obligations
caused by employees providing services in the current period; the past service cost refers to the increase or
decrease in the present value of defined benefit plan obligations related to employee services in previous
periods caused by modifications of defined benefit plans.
② Net interest on the defined benefit plan net liabilities or assets, including interest income on plan assets,
interest cost on the defined benefit plan obligation, and interest on the effect of the asset ceiling;
③ Changes as a result of re-measurement of the net defined benefit plan liabilities or assets.
Unless other accounting standards require or allow employee's benefit costs to be included in assets costs, the
above items ① and ② shall be included by the Company in current profit or loss and item ③ shall be included
in other comprehensive income and be not reversed to profit or loss. When the original defined benefit plan is
terminated, the amount included in other comprehensive income before shall be completely carried forward the
undistributed profit.
(3) Accounting treatment for termination benefits
If the Company provides termination benefits to employees, the employee compensation liabilities arising from
the termination benefits shall be recognized at the earliest of the following two dates and included in the current
profit and loss: when the Company cannot unilaterally withdraw the termination benefits provided due to the
labor relationship termination plan or layoff proposal; the Company recognizes the costs or expenses related to
the restructuring involving the payment of termination benefits.
If an employee's internal retirement plan is implemented, the economic compensation before the official
retirement date belongs to the termination benefits. During the period from the date when the employee stops
providing services to the normal retirement date, the wages to be paid to the early retired employees and the
social insurance premiums to be paid are included in the current profit and loss in a lump sum. Economic
compensation after the official retirement date (such as normal pension) is treated as post-employment benefits.
(4) Accounting treatment for other long-term employee benefits
Other long-term benefits provided by the Company to the employees satisfied the conditions for classifying as a
defined contributions plan; those benefits are accounted for in accordance with the above requirements relating
to defined contribution plan. If it meets the defined benefit plan, it shall be handled in accordance with the
relevant provisions on the defined benefit plan above, but the part of "changes arising from re-measuring the net
liabilities or net assets of the defined benefit plan" in the relevant employee compensation costs shall be
included in the current profit and loss or the relevant asset costs.
22. Estimated liabilities
Obligations related to contingencies, if satisfying the following conditions at the same time, will be recognized
as estimated liabilities by the Company:
(1) Such obligation is a current obligation undertaken by the Company;
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(2) Performance of such obligation will probably cause outflow of economic interest of the Company;
(3) The amount of such obligation can be measured reliably.
Estimated liabilities are initially measured at the optimal estimate required to perform the relevant current
obligation, in comprehensive consideration of the risks, uncertainty, time value of money, and other factors
pertinent to the Contingencies. Where the time value of money is of significant influence, the optimal estimate
is recognized through the discount of relevant future cash outflows. At the balance sheet date, the book value of
the estimated liabilities is reviewed and adjusted by the Company to reflect the current best estimate.
If all or part of the expenditures necessary for clearing off the recognized estimated liabilities are expected to be
compensated by a third party or any other party, the amount of compensation shall be recognized as assets
separately only when it is basically sure that the amount can be obtained. The recognized amount of
compensation shall not exceed the book value of recognized liabilities.
23. Revenue
Accounting policies for revenue disclosure recognition and measurement by business types
(1) General principle
The Company has fulfilled its performance obligations of the Contract, which means it recognizes the revenue
when the customer has acquired the control rights of the relevant goods or services.
If the contract contains two or more performance obligations, the Company shall, at the beginning date of the
contract, apportion the transaction price to each performance obligation according to the relative proportion of
the individual selling price of the commodities or services promised by each performance obligation, and
measure the revenue according to the transaction price apportioned to each performance obligation.
A performance obligation is deemed satisfied within a period of time when one of the following conditions is
met; or otherwise it is satisfied at a point of time:
① The customer obtains and consumes the economic benefits brought by the performance of the contract by the
Company at the same time.
② The customer can control the goods under construction during the Company's performance;
③ The goods generated during the performance of the Company are irreplaceable, and the Company is entitled
to receive payment for the performance accumulated so far throughout the term of the contract.
For the performance obligations performed within a certain period of time, the Company shall recognize the
revenue within that period according to the performance progress. If the performance progress cannot be
reasonably confirmed, and the costs incurred by the Company can be expected to be compensated, the revenue
shall be recognized according to the amount of costs incurred until the performance progress can be reasonably
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confirmed.
For performance obligations performed at a certain time point, the Company shall confirm the revenue at the
time point when the customer gains control rights of the relevant commodities or services. In determining
whether a customer has obtained the control rights of the goods or services, the Company shall take the
following indications into consideration:
① The Company enjoys the current collection right in regard to such goods or services, i.e., the customers have
the obligation to pay immediately with respect to the goods.
② The Company has transferred the legal ownership of the goods to the customer, i.e., The customer owns the
legal ownership of the goods;
③ The Company has transferred the goods to the customer in kind, i.e., the customer has possessed the goods.
④ The Company has transferred the major risks and remuneration on the ownership of the goods to the
customer, i.e., the customer has obtained the major risks and remuneration on the ownership of the goods.
⑤ The customer has accepted such goods or services.
⑥ Other signs indicate that the customer has obtained the right to control the goods.
(2) Specific method
The Company's revenue is mainly derived from the following businesses: automobile sales, automobile
maintenance and testing, property leasing and services, and jewelry sales and services.
① Automobile sales
The contract for sales of goods between the Company and the customer includes the performance obligation of
the transferred goods, which belongs to the performance obligation at a particular time point.
The Company has delivered the contracted goods to the customer, and the customer has accepted the goods, the
payment for goods has been recovered or the receipt voucher has been obtained, the related economic benefits
are likely to flow in, the significant risks and rewards on the ownership of the goods have been transferred, and
the legal ownership of the goods has been transferred. The revenue will be confirmed when the Company has
delivered vehicles to the consumer, and the ownership of the goods or vehicles is transferred to the consumer.
② Vehicle maintenance and testing services
The contract for sales of goods between the Company and the customer includes the performance obligation of
the transferred goods, which belongs to the performance obligation at a particular time point.
The Company has completed the contracted vehicle maintenance and testing services and settled all materials
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and man-hour expenses with customers. Then, the revenue will be confirmed when the vehicles leave the repair
factory.
③ Property lease and services
During each period of the lease term, the Company recognizes lease receipts as rental income on a straight-line
basis, and capitalizes and apportions the initial direct costs incurred on the same basis as rental income, which
shall be charged to the current profits and losses. The Company's variable lease payment which is related to
operating lease and not included in lease receipts is included in the current profits and losses when it actually
occurs.
The contract for the provision of services between the Company and the customer includes the performance
obligation of services related to the lease of real estate. Since the customer obtains and consumes the economic
benefits brought by the Company's performance at the same time, the Company regards it as the performance
obligation to be performed within a certain period of time, and the revenue is equally apportioned and
recognized during the service provision period.
④ Sales and services of gold and jewelry
The Company determines whether it is the main responsible person or the agent during transactions according
to its control over the goods or services before transferring them to customers. If the Company has control over
the goods or services before transferring them to customers, it will be the main responsible person and
recognize the revenue according to the total consideration received or receivable; otherwise, the Company acts
as an agent and recognizes the revenue according to the amount of commission or handling charge expected to
be entitled, which is determined according to the net amount of the total consideration received or receivable
after deducting the price payable to other related parties, or according to the established commission amount or
proportion.
The specific recognition method of revenues generated from gold and jewelry sales is as follows:
In gold and jewelry sales, the Company mainly takes the direct-sales model, with the sales agency model as a
supplement. For the direct-sales model, the sales channels include wholesalers, e-commerce, and retail in direct-
sales stores. The time points for revenue recognition under the sales models with such channels as wholesalers,
e-commerce, and retail are as follows:
① In wholesaler sales, purchasers contact the Company directly. The time point is when the goods-related
control rights have been transferred to the purchasers, which marks the performance obligation is completed
according to the sales contracts. The revenue will then be recognized after customers accept the goods and issue
receipts. This is a performance obligation performed at a certain time point.
② In e-commerce sales, the Company sells goods on e-commerce platforms. The sales revenue will be
recognized when customers have signed for the goods, and the Company has received payments or obtained the
right to claim payments. This is a performance obligation performed at a certain time point.
③ In retail through direct-sales stores, the Company sells its goods in its self-owned real estates. The sales
revenue will be recognized when the Company has sold goods to customers and received payments or obtained
the right to claim payments. This is a performance obligation performed at a certain time point.
④ In the sales agency model, the Company sends products to stores of entrusted sellers. The sales revenue will
be recognized when the sellers have sold goods to end consumers, end consumers have signed, and the control
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right has been transferred to end consumers. This is also the time point marking the obligation performance is
done after completing the sales contract. This is a performance obligation performed at a certain time point.
Specific revenue recognition method of the Company is as follows:
In the independent gold repurchase business, the Company obtains old gold from the market and entrusts
refineries to process it into standard gold bars. The standard gold bars will then be sold to the Shanghai Gold
Exchange. According to the set price by the Shanghai Gold Exchange at specific time points, the Company
confirms the selling (counting) in the trading system and recognizes the revenue after obtaining the settlement
document of the Shanghai Gold Exchange.
In the gold and jewelry sales agency business, the Company acts as an agent and provides agency services for
principals according to the agency purchase agreement to earn commission fees. The Company recognizes the
agency fee revenue when customers make the payments for goods and confirm the receipt by signing.
In the agency gold repurchase business, the Company acts as a supplier agent to repurchase gold and collect
service fees. The revenue is recognized according to the time when it repurchases gold and is calculated
according to the contracted service fees.
24. Government subsidies
The government subsidies shall be recognized when all the attached conditions can be satisfied and the
government subsidies can be received.
The government subsidies considered monetary assets shall be measured at the amount received or receivable.
The government subsidies considered non-monetary assets are measured based on the fair value, or the nominal
amount of RMB 1 if the fair value cannot be acquired reliably.
Asset-related government subsidies refer to the ones that are acquired by the Company and used for establishing
long-term assets or forming long-term assets in other ways. Other government subsidies are considered
revenue-related government subsidies.
For the government subsidies with the grant objects not expressly stipulated in the government documents, if
they can be used to form long-term assets, the government subsidies corresponding to the value of the assets are
deemed as asset-related government subsidies while the rest are deemed as revenue-related government
subsidies. For the government subsidies that are difficult to differentiate, the government subsidies as a whole
are deemed as revenue-related government subsidies.
The asset-related government subsidies shall be recognized as deferred income, which shall be included in the
profit and loss in installment in a reasonable and systematic way within the service life of the relevant assets.
For revenue-related government subsidies, they shall be included in the current profit and loss if used to
compensate for the incurred related costs or losses; if used to compensate for the related costs or losses during
future periods, they shall be included in the deferred income and included in the current profit and loss during
the period when the related costs or losses are recognized. Government subsidies measured at the nominal
amount shall be directly included in the current profit or loss. The Company adopts the same treatment for those
transactions of similar government subsidies.
The government subsidies related to daily activities shall be included in other incomes according to the essence
of business transactions. Government subsidies irrelevant to daily activities are included in non-operating
revenue.
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For the government subsidies recognized to be refunded, if the government subsidies are used to offset the book
value of the related assets when they are initially recognized, the book value of assets shall be adjusted. If there
is deferred income concerned, the government subsidies shall be offset against the book balance of the deferred
income, and the excess shall be included in the current profit or loss. They shall be directly included in the
current profit or loss in other cases.
25. Deferred tax assets/deferred tax liabilities
Income tax includes current income tax and deferred income tax. Current tax and deferred income tax are
included in current profit and loss as income tax, except for the income taxes related to the regulation of
goodwill due to business merger or deferred income tax related to transactions or events that are directly
recognized in shareholders’ equity.
The Company shall recognize deferred income tax with the balance sheet liability method according to the
temporary differences between the book value of assets and liabilities and their tax bases at the balance sheet
date.
Relevant deferred income tax liabilities shall be recognized for each taxable temporary difference unless the
taxable temporary difference arises from the following transactions:
(1)The initial recognition of goodwill or the initial recognition of assets or liabilities incurred in a transaction
with the following features: the transaction should not be a business merger and does not impact accounting
profit or taxable income at the time of the transaction (except for individual transactions with equal taxable
temporary differences and deductible temporary differences resulting from the initial recognition of assets and
liabilities);
(2) For taxable temporary differences associated with investments in subsidiaries, associates and joint ventures,
it is able to control the time of the reversal of the temporary difference and it is likely that the temporary
difference will not reverse in the foreseeable future.
For deductible temporary differences, deductible losses and tax deduction that can be carried forward to the
next year, except for the deductible temporary differences incurred in following transactions, the Company
recognizes the deferred tax assets to the extent that it is likely that future taxable income will be available for
deducting the deductible temporary differences, deductible losses and tax deduction:
(1) The transaction should not be a business merger and does not impact accounting profit or taxable income at
the time of the transaction (except for individual transactions with equal taxable temporary differences and
deductible temporary differences resulting from the initial recognition of assets and liabilities);
(2) For deductible temporary differences associated with investments in subsidiaries, associates, and joint
ventures, if the following conditions are satisfied at the same time, corresponding deferred tax assets are
recognized: the temporary difference will likely be reversed in the foreseeable future and it is likely that taxable
income will be available in the future for deducting the deductible temporary differences.
On the balance sheet date, deferred tax assets and deferred tax liabilities are measured at the tax rates that are
expected to apply to the period when the asset is recovered or the liability is settled, and reflect the income tax
effect of the method of the expected recovery of assets and settlement of liability on the balance sheet date.
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On the balance sheet date, the Company reviews the book value of any deferred tax asset. If it is likely that
sufficient taxable profits will not be available in future periods to deduct the benefit of the deferred tax assets,
the book value of the deferred tax assets is reduced. Any such write-down shall be subsequently reversed where
it becomes probable that sufficient taxable income will be available.
On a balance sheet date, the deferred tax assets and deferred tax liabilities are presented in the net value after
set-off when the following conditions are satisfied:
(1) The taxpayer has the legal right of income tax assets and liabilities in the current period settled at the net
amount;
(2) Deferred tax assets and deferred tax liabilities are related to the income tax levied by the same tax collection
agency on the same taxpayer within the Company;
26. Leases
(1) Accounting treatment method for lease as the lessee
On the commencement date of the lease term, the Company shall recognize the right-of-use assets and the lease
liabilities for all leases, except for the short-term leases and low-value asset leases that are subject to simplified
treatment.
Lease liabilities shall be initially measured at the present value calculated by the interest rate implicit in lease
according to the unpaid lease payment on the commencement date of the lease term. If the interest rate implicit
in lease cannot be determined, the incremental borrowing rate shall be used as the discount rate. Lease
payments include fixed payments and substantially fixed payments; the amount related to lease incentive (if any)
shall be deducted; variable lease payments that depend on an index or rate; the exercise price of a purchase
option, provided that the lessee reasonably determines that the option will be exercised; payments required to
exercise the lease termination option, provided that the lease term reflects that the lessee will exercise the lease
termination option; payments expected to be made based on the guaranteed residual value provided by the
lessee. The interest expenses of the lease liabilities within each lease term shall be calculated subsequently
according to the fixed periodic rate and included in the current profit and loss. The variable lease payment that
is not included in the measurement of lease liabilities is included in the current profit and loss when it actually
occurs.
Short-term lease
Short-term lease refers to a lease with a lease term of not more than 12 months on the commencement date of
the lease term, except for the lease containing the purchase option.
The Company includes the payment amount of short-term leases into relevant asset costs or current profit and
loss by the straight-line method at each period within the lease term.
For short-term leases, the Company selects the above-simplified treatment method for the items meeting the
short-term lease conditions in the following asset types according to the category of leased assets.
Low-value asset lease
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A low-value asset lease refers to a lease with a value lower than RMB 40,000 when an individual leased asset is
brand new.
The Company includes the lease payment amount of low-value asset leases into relevant asset costs or current
profit and loss by the straight-line method at each period within the lease term.
For low-value asset leases, the Company selects the above simplified treatment method according to the specific
conditions of each lease.
Lease change
If the lease changes and meets the following conditions at the same time, the Company will take the lease
change as a separate lease for the accounting treatment: ① the lease change expands the lease scope by
increasing the right to use one or more leased assets, and ② the increased consideration is equivalent to the
amount by adjusting the separate price of the expanded lease scope according to the contract.
If the lease change is not taken as a separate lease for accounting treatment, the Company shall, on the effective
date of the lease change, reallocate the consideration of the changed contract, redetermine the lease term, and
remeasure the lease liabilities according to the changed lease payment and the present value calculated by the
revised discount rate.
If the lease scope is reduced or the lease term is shortened due to the lease change, the Company will
correspondingly reduce the carrying amount of right-of-use assets and include relevant profits or losses from
partial or complete termination of the lease in the current profit and loss.
If the lease liabilities are remeasured due to other lease changes, the Company will adjust the carrying amount
of right-of-use assets accordingly.
(2) Accounting treatment method for lease as the lessor
When the Company is the lessor, the lease that substantially transfers all risks and rewards related to the
ownership of the assets is recognized as a finance lease, and leases other than finance leases are recognized as
operating leases.
Financial lease
In a finance lease, at the commencement of the lease term, the Company takes the net investment in a lease as
the entry value of the finance lease receivables, and the net investment in a lease is the sum of the unguaranteed
residual value and the present value of the lease receipts not yet received at the commencement of the lease
term discounted at the interest rate implicit in the lease. The Company, as the lessor, calculates and recognizes
interest income in each lease term at a fixed periodic rate. Variable lease payments obtained by the Company as
the lessor but not considered in the measurement of net investment in leases are recognized in the current profit
and loss when actually incurred.
The derecognition and impairment of finance lease receivables shall be subject to accounting treatment
according to the Accounting Standards for Business Enterprises No. 22-Recognition and Measurement of
Financial Instruments and the Accounting Standards for Business Enterprises No. 23-Transfer of Financial
Assets.
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Operating lease
Lease income from operating leases is included in current profit and loss by the Company as per the straight-
line method over the lease term. The occurred initial direct cost related to the operating lease shall be
capitalized, amortized within the lease term according to the same base with the recognition of rent revenue,
and included in the current profit and loss by stages. The variable lease receipts obtained by the Company
related to operating leases and not charged to the lease receipts shall be charged to the current profit and loss
when actually incurred.
Lease change
If there is a change in the operating lease, the Company will take it as a new lease from the effective date of the
change to carry out accounting treatment, and the lease receipts received in advance or receivable related to the
lease before the change will be regarded as the receipts for the new lease.
If the finance lease changes and meets the following conditions, the Company will take the change as a separate
lease for accounting treatment: ① the change expands the lease scope by increasing the right to use one or more
leased assets; and ② the increased consideration is equivalent to the amount by adjusting the separate price of
the expanded lease scope according to the contract.
If the change of finance lease is not accounted for as a separate lease, the Company shall deal with the changed
lease based on the following circumstances: ① If the change takes effect on the commencement date of the
lease and the lease is classified as an operating lease, the Company shall take it as a new lease for the
accounting treatment from the effective date of lease change and take the net lease investment made before the
effective date of the lease change as the book value of the leased asset; ② If the change takes effect on the
commencement date of the lease and the lease is classified as a finance lease, the Company shall carry out
accounting treatment according to the regulations on modifying or renegotiating contracts described in
Accounting Standards for Enterprises No. 22 - Recognition and Measurement of Financial Instruments.
27.Other significant accounting policies and accounting estimates
The Company continuously evaluates the significant accounting estimates and key assumptions adopted based
on historical experience and other factors, including reasonable expectations for future events. Significant
accounting estimates and critical assumptions that may lead to major adjustment of the carrying amount of
assets and liabilities in the next accounting year are listed as follows:
Classification of financial assets
Major judgments involved in determining the classification of financial assets include the analysis of business
models and the contractual cash flow characteristics.
The Company determines the business model of managing financial assets at the level of financial asset
portfolio, considering the way of evaluating and reporting financial asset performance to key executives, the
risks affecting the financial asset performance and their management methods, and the way for the relevant
business management personnel to obtain the remuneration.
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When evaluating whether the contractual cash flow of financial assets is consistent with the basic loan
arrangement, the Company has the following main judgments: whether the principal may change in the time
distribution or amount in the duration due to prepayment and other reasons; whether the interest includes only
the time value of money, credit risk, other basic borrowing risks and consideration with costs and profits. For
example, whether the amount prepaid reflects only the outstanding principal and interest based on the
outstanding principal, as well as reasonable compensation paid for early termination.
Measurement of expected credit loss of accounts receivable
The Company calculates the expected credit loss of accounts receivable through default risk exposure and
expected credit loss rate of accounts receivable, and determines the expected credit loss rate based on default
probability and loss given default. In determining the expected credit loss rate, the Company uses the internal
historical credit loss experience and other data, and adjusts the historical data according to the current situation
and forward-looking information. When considering forward-looking information, the indicators used by the
Company include risks of economic downturn, changes in external market environment, technological
environment and customer conditions. The Company regularly monitors and reviews the assumptions related to
the calculation of expected credit losses.
Deferred tax assets
To the extent that there is probably enough taxable profit to offset loss, the Company recognizes the deferred
tax assets with respect to the unused tax loss. This requires the Management to make great judgment to estimate
the date of occurrence and amount of future taxable profit and to determine the recognized amount of deferred
tax assets combining with tax planning strategy.
Determination of fair value of unlisted equity investment
The fair value of unlisted equity investment is determined according to the estimated future cash flows
discounted using current discount rates for projects with similar terms and risk characteristics. This valuation
involves uncertainty because it requires the Company to estimate expected future cash flows and discount rates.
Under limited circumstances, if the information for determining the fair value is insufficient or the range of
possible estimates of fair value is wide, and the cost represents the best estimate for the fair value within this
range, such cost could represent its appropriate estimate for the fair value within this distribution range.
28. Changes in significant accounting policies and accounting estimates
(1) Changes in significant accounting policies
Applicable □ Not applicable
2. Interpretation No. 16 of the Accounting Standards for Business Enterprises
In November 2022, the Ministry of Finance issued Interpretation No. 16 of the Accounting Standards for
Business Enterprises (CK [2022] No. 31) (hereinafter referred to as "Interpretation No. 16").
According to the provisions of Interpretation No. 16, when it is an individual transaction that is not a business
merger, affects neither accounting profits nor taxable income (or deductible losses) at the time of the transaction,
and results in an equal taxable temporary differences and deductible temporary differences due to initial
recognition of assets and liabilities, for the taxable temporary differences and deductible temporary differences
156
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arising from initial recognition of assets and liabilities, the corresponding deferred tax liabilities and deferred
tax assets shall be recognized respectively at the time of transaction in accordance with the relevant provisions
of the Accounting Standards for Business Enterprises No. 18—Income Tax. For the above transactions that
occur between the beginning of the earliest period for the presentation of the financial statements in which the
above provisions are first applied and the date of implementation of this Interpretation, enterprises shall adjust
the beginning retained earnings and other relevant financial statement items for the earliest period in which the
financial statements are presented according to the above provisions for the cumulative effect. The above
accounting treatment provisions shall come into force from January 1, 2023.
If taxable temporary differences and deductible temporary differences arise from the lease liabilities and right-
of-use assets recognized by the Company in the lease business, adjustment shall be made in accordance with the
provisions of Interpretation No. 16.
The impact of the implementation of the above accounting policies on the consolidated balance sheet as of
December 31, 2023 and the consolidated income statement for the year then ended is as follows:
Consolidated Balance Sheet Items (December
Affected amount
31, 2023)
Deferred tax assets 19,917,904.83
Deferred tax liabilities 18,633,299.90
Undistributed profit 1,284,604.93
Consolidated Income Statement (2023) Affected amount
Income Tax Expense -1,275,800.53
Net profit 1,275,800.53
Including: Attributable to shareholders of the parent
1,275,800.53
company
Minority interests -
The impact of the implementation of the above accounting policies on the consolidated balance sheet as at
December 31, 2022 and the consolidated income statement for the year 2022 is as follows:
Consolidated Balance Sheet Items (December Before Amount After
31, 2022) adjustment adjusted adjustment
Deferred tax assets 8,518,233.77 126,841.83 8,645,075.60
Deferred tax liabilities 1,135,031.11 118,037.43 1,253,068.54
Undistributed profits 590,605,394.67 8,804.40 590,614,199.07
Amount After
Consolidated Income Statement (2022) Before adjustment
adjusted adjustment
Income Tax Expense 21,523,196.08 -11,430.83 21,511,765.25
Net profit attributable to shareholders of the
83,496,135.61 11,430.83 83,507,566.44
parent company
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The effect of the implementation of the above accounting policies on the consolidated balance sheet
as of January 1, 2022 is as follows:
Item in consolidated balance Amounts before
Adjustment amounts Amounts after adjustments
sheet adjustments
Deferred tax assets 8,499,551.03 461,922.89 8,961,473.92
Deferred tax liabilities 963,045.49 464,549.32 1,427,594.81
Undistributed profit 543,843,496.85 -2,626.43 543,840,870.42
(2) Changes in significant accounting estimates
□ Applicable Not applicable
(3) Conditions of the first implementation of new accounting standards from 2023 to adjust the relevant items in financial
statements at the beginning of the first implementation year
□ Applicable Not applicable
VI. Taxes
1. Main taxes and tax rates
Tax type Tax basis Tax rate
Taxable value-added tax (taxable amount shall be subject
to the balance of taxable sales amount multiplying
Value-added tax 13%, 9%, 5%, 6%, and 3%
applicable tax rate and then deduct the deductible income
tax in current period)
Urban maintenance and
Actually paid turnover tax 7%
construction tax
Corporate income tax Taxable income 25%, 20%
For taxation according to price, the taxes payable shall
be calculated as per 1.2% of the remaining price after
Real estate tax deducting 30% of the original value of house properties; 1.2%, 12%
for taxation according to lease, the taxes payable shall be
calculated as per 12% of the rent revenue.
Education surcharges Actually paid turnover tax 3%
Local educational surcharges Actually paid turnover tax 2%
Disclosure statement of taxable entities with different corporate income tax rates
Name of taxable entity Income tax rate（%）
Shenzhen Tellus Chuangying Technology Co., Ltd. 20
Shenzhen Bao'an Shiquan Industry Co., Ltd. 20
Shenzhen SDG Tellus Real Estate Co., Ltd. 20
Shenzhen Automobile Industry Supply and Marketing
20
Company
Shenzhen Xinyongtong Motor Vehicle Inspection Equipment
20
Co., Ltd.
Shanghai Fanyue Diamond Co., Ltd. 20
Other taxable entities other than the above 25
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2. Tax preference
① Corporate income tax
According to the Announcement on Further Implementing Preferential Income Tax Policies for Small and
Micro Enterprises (Announcement [2022] No.13 of the Ministry of Finance and the State Taxation
Administration), from January 1, 2022 to December 31, 2024, for small micro-profit enterprises, the portion of
their annual taxable income exceeding RMB 1 million but not exceeding RMB 3 million shall be reduced by
25% of their taxable income, and they shall pay enterprise income tax at a rate of 20%. According to the
Announcement on Implementing Preferential Income Tax Policies for Small and Micro Enterprises and
Individual Businesses (Announcement No.6 [2023] of the Ministry of Finance and the State Administration of
Taxation), from January 1, 2023 to December 31, 2024, the portion of their annual taxable income but not
exceeding RMB 1 million shall be reduced by 25% of their taxable income, and they shall pay enterprise
income tax at a rate of 20%. The subsidiaries of the Company, including Tellus Chuangying, Bao'an Shiquan,
Tellus Real Estate Company, Automobile Supply and Marketing Company, Shanghai Fanyue, and Xinyongtong
Testing, enjoy the above tax preferences.
② Value-added tax
According to the Notice of the State Administration of Taxation on Adjusting the Relevant Tax Policies of
Diamonds and Shanghai Diamond Exchange (CS [2006] No. 65), taxpayers are exempted from import VAT for
rough diamonds sold through Shanghai Diamond Exchange to the domestic market; for finished diamonds sold
by taxpayers through Shanghai Diamond Exchange to the domestic market, the part with an actual import VAT
burden exceeding 4% shall be refunded upon collection by the customs. In the domestic link, taxpayers shall
deduct the input tax by the VAT amount indicated on the tax payment receipt issued by the customs. After
taxpayers follow the policy of VAT exemption and refund-upon-collection for diamonds sold to the domestic
market through Shanghai Diamond Exchange, diamonds sold to the domestic market will be managed by the
customs in accordance with current regulations when they leave Shanghai Diamond Exchange. Shanghai
Fanyue Diamond Co., Ltd., the Company's subsidiary, is a member of Shanghai Diamond Exchange and enjoys
the above tax preferences when importing finished diamonds through Shanghai Diamond Exchange.
VII. Notes to Consolidated Financial Statements
1. Cash at bank and on hand
Unit: RMB
Item Ending balance Beginning balance
Cash on hand 17,215.98 25,673.67
Deposits at bank 120,961,253.61 394,258,891.55
Other cash at bank and on hand 99,362,492.05 18,743,762.14
Total 220,340,961.64 413,028,327.36
Other notes:
The cash at the bank and on hand with limited use rights by the Company is mainly gold leasing and futures margins.
Details of limited cash at bank and on hand are as follows:
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Ending balance of the
Item Ending balance
previous year
Supervision funds for plot project of industrial park 03
- 10,665,656.00
upgrading and reconstruction
Performance bond deposit - 2,000,000.00
Deposit and interest of gold lease 51,328,583.35 -
Futures and options account margin 8,188,990.60 8,955,842.00
Amount of judicial control 600,000.00
Total 60,117,573.95 21,621,498.00
2. Trading financial assets
Unit: RMB
Item Ending balance Beginning balance
Financial assets measured at fair value
206,294,931.94 176,133,569.95
through profit or loss
Including:
Structured deposits and financial
131,495,916.67 176,133,569.95
products
Equity instrument investment 74,799,015.27
Including:
Total 206,294,931.94 176,133,569.95
3. Derivative financial assets
Unit: RMB
Item Ending balance Beginning balance
Hedging instruments—derivative
financial assets in designated hedging 298,320.00
relationship
Total 298,320.00
4. Notes receivable
(1) Classified presentation of notes receivable
Unit: RMB
Item Ending balance Beginning balance
Bank acceptance notes 87,812,500.00
Total 87,812,500.00
5. Accounts receivable
(1) Disclosure by account receivable age
Unit: RMB
Account receivable age Period-end book balance Period-beginning book balance
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Within 1 year (inclusive) 100,107,755.14 42,172,221.79
1 to 2 years 555,132.97 -
Over 3 years 48,749,943.16 48,784,845.16
Over 5 years 48,749,943.16 48,784,845.16
Total 149,412,831.27 90,957,066.95
(2) Disclosure by bad debt accrual method
Unit: RMB
Ending balance Beginning balance
Book balance Bad debt provision Book balance Bad debt provision
Type Provisio Book Provisio Book
Proporti n value Proporti n value
Amount Amount Amount Amount
on proporti on proporti
on on
Account
s
receivab
le with
provisio 48,746, 48,746, 48,781, 48,781,
32.63% 100.00% 53.63% 100.00%
n for bad 583.16 583.16 485.16 485.16
debts
made on
a single
basis
Includ
ing:
Account
s
receivab
le for
which 100,666 1,030,4 99,635, 42,175, 423,402 41,752,
67.37% 1.02% 46.37% 1.00%
provisio ,248.11 96.59 751.52 581.79 .23 179.56
n for bad
debts is
made by
portfolio
Includ
ing:
Includin
g:
Leasing
41,303, 436,870 40,866, 41,508, 416,732 41,091,
and 27.64% 1.06% 45.64% 1.00%
639.85 .51 769.34 602.26 .43 869.83
other
business
portfolio
Jewelry
sales 59,362, 593,626 58,768, 666,979 6,669.8 660,309
39.73% 1.00% 0.73% 1.00%
business 608.26 .08 982.18 .53 0 .73
portfolio
149,412 49,777, 99,635, 90,957, 49,204, 41,752,
Total 100.00% 33.32% 100.00% 54.10%
,831.27 079.75 751.52 066.95 887.39 179.56
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Provision for bad debts is accrued on an individual basis:
Unit: RMB
Beginning balance Ending balance
Name Bad debt Bad debt Provision Reasons for
Book balance Book balance
provision provision proportion provision
Long account
Shenzhen Jinlu receivable age,
Industry & 9,846,607.00 9,846,607.00 9,846,607.00 9,846,607.00 100.00% and expected to
Trade Co., Ltd. be
unrecoverable
Guangdong Long account
Zhanjiang receivable age,
Samsung 4,060,329.44 4,060,329.44 4,060,329.44 4,060,329.44 100.00% and expected to
Automobile be
Co., Ltd. unrecoverable
Long account
receivable age,
Wang
2,370,760.40 2,370,760.40 2,370,760.40 2,370,760.40 100.00% and expected to
Changlong
be
unrecoverable
Huizhou
Long account
Jiandacheng
receivable age,
Road and
2,021,657.70 2,021,657.70 2,021,657.70 2,021,657.70 100.00% and expected to
Bridge
be
Engineering
unrecoverable
Co., Ltd.
Long account
Guangdong receivable age,
GW Holdings 1,191,059.98 1,191,059.98 1,862,000.00 1,862,000.00 100.00% and expected to
Group Co., Ltd. be
unrecoverable
Long account
receivable age,
Jiangling
1,150,000.00 1,150,000.00 1,191,059.98 1,191,059.98 100.00% and expected to
Motors Factory
be
unrecoverable
Long account
Yangjiang
receivable age,
Automobile
1,862,000.00 1,862,000.00 1,150,000.00 1,150,000.00 100.00% and expected to
Trading Co.,
be
Ltd.
unrecoverable
Long account
receivable age,
Others 26,279,070.64 26,279,070.64 26,244,168.64 26,244,168.64 100.00% and expected to
be
unrecoverable
Total 48,781,485.16 48,781,485.16 48,746,583.16 48,746,583.16
Withdraw of provision for bad debts: leasing and other business portfolio
Unit: RMB
Ending balance
Name
Book balance Bad debt provision Provision proportion
Within 1 year 40,745,146.88 407,433.86 1.00%
1-2 years 555,132.97 27,756.65 5.00%
2-3 years
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Over 3 years 3,360.00 1,680.00 50.00%
Total 41,303,639.85 436,870.51
Provision for bad debts drawn by portfolio: portfolio of jewelry sales business
Unit: RMB
Ending balance
Name
Book balance Bad debt provision Provision proportion
Within 1 year (inclusive) 59,362,608.26 593,626.08 1.00%
Total 59,362,608.26 593,626.08
Whether to accrue bad debt provision of accounts receivable according to expected credit loss:
Applicable □ Not applicable
Unit: RMB
Stage I Stage II Stage III
Expected credit loss Expected credit loss
Bad debt provision Expected credit loss in over the lifetime (no over the lifetime (credit Total
the next 12 months credit impairment impairment has
occurred) occurred)
Balance as of January
423,402.23 48,781,485.16 49,204,887.39
1, 2023
Balance as of January
1, 2023 in the current
period
Accrual in the current
607,094.36 607,094.36
period
Other changes 34,902.00 34,902.00
Balance as of
1,030,496.59 48,746,583.16 49,777,079.75
December 31, 2023
Division basis at each stage and proportion of bad debt provision accrual
Notes on significant changes in the book balance of receivables for which changes in the allowance for losses occurred during the
current period:
(3) Bad debt provision provided, recovered, or reversed in the current period
Bad debt provision provided in the reporting period:
Unit: RMB
Amount changed in the current period
Beginning Accounts
Type recovered or Ending balance
balance Accrual Write-off Others
transferred
back
Bad debt
49,204,887.39 607,094.36 34,902.00 49,777,079.75
provision
Total 49,204,887.39 607,094.36 34,902.00 49,777,079.75
(4) Accounts receivable and contractual assets with top five ending balance collected as per the borrowers
Unit: RMB
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Ending balance of
bad debt
Proportion in total
Ending balance of proportion of
Ending balance of ending balance of
Ending balance of accounts accounts
Company Name accounts accounts
contract assets receivable and receivable and
receivable receivable and
contract assets impairment
contractual assets
provision of
contractual assets
Shenzhen Foreway
Jewellery Group 24,198,500.00 24,198,500.00 16.20% 241,985.00
Co., Ltd.
Guojin Gold Co.,
20,460,300.00 20,460,300.00 13.69% 204,603.00
Ltd.
Shenzhen Jinlu
Industry & Trade 9,846,607.00 9,846,607.00 6.59% 9,846,607.00
Co., Ltd.
Shenzhen Yichao
Gold Fashion Co., 5,390,440.00 5,390,440.00 3.61% 53,904.40
Ltd.
Shenzhen Kong
Fook Jewelry
4,696,569.37 4,696,569.37 3.14% 46,965.69
Supply Chain Co.,
Ltd.
Total 64,592,416.37 64,592,416.37 43.23% 10,394,065.09
6. Other receivables
Unit: RMB
Item Ending balance Beginning balance
Dividends receivable 1,305,581.86 1,852,766.21
Other receivables 11,077,935.06 5,810,804.66
Total 12,383,516.92 7,663,570.87
(1) Dividends receivable
1) Category of dividends receivable
Unit: RMB
Project (or the investee) Ending balance Beginning balance
China Pufa Machinery Industry Co., Ltd. 1,305,581.86 1,852,766.21
Total 1,305,581.86 1,852,766.21
2) Dividends receivable of important account receivable age of over 1 year
Unit: RMB
Whether impairment
Project (or the Reason for non- has occurred and the
Ending balance Account receivable age
investee) recovery basis for determining
impairment
China Pufa Machinery The financial and
1,305,581.86 1-2 years Not paid yet
Industry Co., Ltd. operating conditions of
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the Company are
normal, and the
dividends receivable
are not impaired.
Total 1,305,581.86
(2) Other receivables
1) Classification of other receivables by nature
Unit: RMB
Nature of payment Period-end book balance Period-beginning book balance
Temporary payments of receivables 58,543,570.60 57,765,312.21
Deposits and security deposits 3,092,523.97 1,182,793.87
Total 61,636,094.57 58,948,106.08
(2) Disclosure by account receivable age
Unit: RMB
Account receivable age Period-end book balance Period-beginning book balance
Within 1 year (inclusive) 6,100,909.61 4,043,874.77
1-2 years 982,244.61 345,930.24
2-3 years 192,615.11 447,871.38
Over 3 years 54,360,325.24 54,110,429.69
3-4 years 249,895.55
Over 5 years 54,110,429.69 54,110,429.69
Total 61,636,094.57 58,948,106.08
3) Classified and disclosed according to the method for recognizing bad debt
Applicable □ Not applicable
Unit: RMB
Ending balance Beginning balance
Book balance Bad debt provision Book balance Bad debt provision
Type Provisio Book Provisio Book
Proporti n value Proporti n value
Amount Amount Amount Amount
on proporti on proporti
on on
Provisio
n for bad
debts
52,224, 50,017, 2,206,8 55,282, 52,825, 2,456,8
recogniz 84.73% 95.77% 93.78% 95.56%
555.56 691.31 64.25 157.72 293.47 64.25
ed
individu
ally
Incl
uding:
Provisio 9,411,5 15.27% 540,468 5.74% 8,871,0 3,665,9 6.22% 312,007 8.51% 3,353,9
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n for bad 39.01 .20 70.81 48.36 .95 40.41
debt
reserves
on a
portfolio
basis
Incl
uding:
Account
receivab 6,319,0 433,367 5,885,6 2,483,1 197,657 2,285,4
10.25% 6.86% 4.21% 7.96%
le age 15.04 .62 47.42 54.49 .45 97.04
portfolio
Portfolio
of
deposit
and 3,092,5 107,100 2,985,4 1,182,7 114,350 1,068,4
5.02% 3.46% 2.01% 9.67%
security 23.97 .58 23.39 93.87 .50 43.37
deposit
receivab
le
61,636, 50,558, 11,077, 58,948, 53,137, 5,810,8
Total 100.00% 82.03% 100.00% 90.14%
094.57 159.51 935.06 106.08 301.42 04.66
Provision for bad debts made on a portfolio basis
Unit: RMB
Ending balance
Name
Book balance Bad debt provision Provision proportion
Account receivable age
6,319,015.04 433,367.62 6.86%
portfolio
Portfolio of deposit and
3,092,523.97 107,100.58 3.46%
security deposit receivable
Total 9,411,539.01 540,468.20
Notes of the basis of recognizing the group:
Accrue bad debt provision of accounts receivable according to expected credit loss:
Unit: RMB
Stage I Stage II Stage III
Expected credit loss Expected credit loss
Bad debt provision Expected credit loss in over the lifetime (no over the lifetime (credit Total
the next 12 months credit impairment impairment has
occurred) occurred)
Balance as of January
312,007.95 52,825,293.47 53,137,301.42
1, 2023
Balance as of January
1, 2023 in the current
period
Accrual in the current
258,892.87 258,892.87
period
Reversal amount in the
20,284.72 144,762.52 165,047.24
current period
Other changes 10,147.90 0.00 2,689,652.24 2,699,800.14
Balance as of
540,468.20 50,017,691.31 50,558,159.51
December 31, 2023
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Division basis at each stage and proportion of bad debt provision accrual
Changes of book balance with significant amount changed of loss provision in the reporting period
□ Applicable Not applicable
4) Bad debt provision provided, recovered or reversed in the current period
Bad debt provision provided in the reporting period:
Unit: RMB
Amount changed in the current period
Beginning Accounts
Type recovered or Write-off or Ending balance
balance Accrual Others
transferred verification
back
Bad debt
53,137,301.42 238,608.15 144,762.52 2,672,987.54 50,558,159.51
provision
Total 53,137,301.42 238,608.15 144,762.52 2,672,987.54 50,558,159.51
5) Other receivables of the top five ending balances by the owing party
Unit: RMB
Proportion to Ending balance of
Nature of Account
Company Name Ending balance ending balance of provision for bad
payment receivable age
other receivables debts
China Automobile
South China Intercourse
9,832,956.37 Over 3 years 15.95% 9,832,956.37
Automobile Sales funds
Co., Ltd.
Shenzhen Nanfang
Intercourse
Industry and Trade 7,359,060.75 Over 3 years 11.94% 7,359,060.75
funds
Industrial Co., Ltd.
Shenzhen Zhonghao Intercourse
5,000,000.00 Over 3 years 8.11% 5,000,000.00
(Group) Co., Ltd. funds
Shenzhen Kaifeng
Intercourse
Special Automobile 4,413,728.50 Over 3 years 7.16% 2,206,864.25
funds
Industry Co., Ltd.
Shenzhen Jinbeili Collection and
Electric Appliance payment on 2,706,983.51 Over 3 years 4.39% 2,706,983.51
Co., Ltd. behalf of others
Total 29,312,729.13 47.55% 27,105,864.88
7. Prepaid accounts
(1) Prepaid accounts listed by account receivable age
Unit: RMB
Ending balance Beginning balance
Account receivable age
Amount Proportion Amount Proportion
Within 1 year 38,395,924.17 99.85% 8,114,727.00 99.85%
1-2 years 45,984.79 0.12%
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Over 3 years 12,525.94 0.03% 12,525.94 0.15%
Total 38,454,434.90 8,127,252.94
Explanation of reasons for delayed settlement of important prepaid accounts with account receivable age over 1 year:
N/A
(2) Advances to suppliers with top five ending balance collected as per the supplier
Proportion
in total
advances
Name of debtor Book balance Bad debt provision
to
suppliers
(%)
Shanghai Gold Coin Investment Co., Ltd. 37,507,823.13 97.54 -
ISSTech Information Technology Co., Ltd. 593,247.17 1.54
Shenzhen Wuhua Tianbao Software Co., Ltd. 102,574.26 0.27 -
Shenzhen Lebang Construction Engineering Co., Ltd. 41,600.00 0.11 -
Guangdong (Shenzhen) Petroleum Branch, Sinopec Sales Co., Ltd. 16,240.74 0.04 -
Total 38,261,485.30 99.50 -
8. Inventories
Whether the Company needs to comply with the disclosure requirements for the real estate industry
No
(1) Inventory classification
Unit: RMB
Ending balance Beginning balance
Provision for Provision for
Item decline in the decline in the
Book balance Book value Book balance Book value
value of value of
inventories inventories
Raw material 104,324,596.41 15,028,496.75 89,296,099.66 32,186,382.35 14,959,426.51 17,226,955.84
Goods in stocks 8,789,356.39 8,789,356.39 35,204,271.37 15,553,427.93 19,650,843.44
Hedged items 85,802,395.07 85,802,395.07 79,191,876.11 79,191,876.11
Consigned
processing 327,656.05 327,656.05
materials
Goods sold on
a commission 2,999,683.10 2,999,683.10
basis
Total 202,243,687.02 23,817,853.14 178,425,833.88 146,582,529.83 30,512,854.44 116,069,675.39
The Company shall abide by the disclosure requirements of the Business Guidelines of Shenzhen Stock Exchange for Self-
discipline Regulation of Listed Companies No. 3 — Industrial Information Disclosure for jewelry-related business.
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(2) Provision for decline in the value of inventories/contract performance cost impairment
Unit: RMB
Increase in current year Decrease in current year
Item Beginning balance Reversal or Ending balance
Accrual Others Others
write-off
Raw material 14,959,426.51 116,803.81 47,733.57 15,028,496.75
Goods in stocks 15,553,427.93 92,009.98 1,459,231.10 5,396,850.42 8,789,356.39
Total 30,512,854.44 208,813.79 1,459,231.10 5,444,583.99 23,817,853.14
9.Current portion of non-current assets
Unit: RMB
Item Ending balance Beginning balance
Certificates of deposit and interests due
55,206,250.00
within one year
Total 55,206,250.00
10.Other current assets
Unit: RMB
Item Ending balance Beginning balance
Input VAT to be deducted 27,618,761.58 17,764,057.26
Taxes pre-paid 1,423,927.12 582,654.29
Certificates of deposit for one year 75,791,108.89
Total 104,833,797.59 18,346,711.55
11. Other debt investments
(1) Information on other debt investments
Unit: RMB
Accumu
lated
impairm
Change ent
Accr s in fair provisio
Beginn Interest Accumulate
ued value in n
Item ing adjustm Ending balance Cost d changes in Note
intere the recogniz
balance ent fair value
sts current ed in
period other
compreh
ensive
income
Negotiabl
e
certificate 67,627,948.60 67,038,381.94 589,566.66
s of
deposit
Total 67,627,948.60 67,038,381.94 589,566.66
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Changes in provision for impairment of other debt investments in the current period
Unit: RMB
Increase in the current Decrease in the current
Item Beginning balance Ending balance
period period
Negotiable certificates
67,627,948.60 67,627,948.60
of deposit
Total 67,627,948.60 67,627,948.60
12. Other equity instrument investments
Unit: RMB
Gains
or
Divi
losses Gains Reasons for
dend
includ accumul being
inco
ed in ated into Losses measured at
Gains or losses me
other other accumulated designated
included in reco
compr compreh into other fair value
Project Ending Beginning other gnize
ehensi ensive comprehensiv with their
Name balance balance comprehensive d in
ve income e income at changes
income in the the
incom at the the end of included in
current period curre
e in end of current period other
nt
the current comprehensiv
perio
curren period e income
d
t
period
Investment
in unlisted
383,317.67 10,176,617.20 -9,793,299.53 -9,793,299.53
equity
instruments
Total 383,317.67 10,176,617.20 -9,793,299.53 -9,793,299.53
13. Long-term receivables
(1) Long-term receivables
Unit: RMB
Ending balance Beginning balance
Discount rate
Item Bad debt Book Bad debt Book
Book balance Book balance range
provision value provision value
Transactions
with related 6,146,228.91 6,146,228.91 6,146,228.91 6,146,228.91 -
parties
Total 6,146,228.91 6,146,228.91 6,146,228.91 6,146,228.91
(2) Disclosure by bad debt accrual method
Unit: RMB
Ending balance Beginning balance
Type
Book balance Bad debt provision Bo Book balance Bad debt provision B
170
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Provi ok oo
val Provisio k
sion Pro
Proport ue n va
Amount Amount prop Amount port Amount
ion proportio lu
ortio ion
n e
n
Provisio
n for bad
debts
100.0 100.
recogniz 6,146,228.91 100.00% 6,146,228.91 6,146,228.91 6,146,228.91 100.00%
0% 00%
ed
individu
ally
Incl
uding:
Incl
uding:
100.0 100.
Total 6,146,228.91 100.00% 6,146,228.91 6,146,228.91 6,146,228.91 100.00%
0% 00%
14.Long-term equity investments
Unit: RMB
Changes in the current period
Invest
Beginn ment
Adjust Ending
Beginn ing gains Cash
ments Ending balanc
ing balanc and divide
in balanc e of
Investe balanc e of Additi Reduc losses Chang nd or Provisi
other e impair
e e impair onal ed recogn es in profit ons for
compr Others (book ment
(book ment invest invest ized other declare impair
ehensi value) provisi
value) provisi ment ment under equity d to ment
ve on
on the distrib
incom
equity ute
e
metho
d
I. Joint ventures
Shenz
hen
Tellus-
Gmon 47,14 17,10 15,00 49,25
d 3,720 7,124 0,000 0,845
Invest .13 .93 .00 .06
ment
Co.,
Ltd.
Shenz
hen
Telixin
14,20 - 13,30
g
0,897 898,5 2,311
Invest
.13 85.53 .60
ment
Co.,
Ltd.
Subtot 61,34 16,20 15,00 62,55
171
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al 4,617 8,539 0,000 3,156
.26 .40 .00 .66
II. Associates
Shenz
hen
Renfu
Tellus 19,67 3,664 9,385 13,95
Autom 9,748 ,296. ,714. 8,330
obiles .68 75 52 .91
Servic
e Co.,
Ltd.
Shenz
hen
Tellus
Autom
obile
Servic
e
Chain
Co.,
Ltd.
Shenz
hen
Yongt
ong
Xinda
Testin
g
Equip
ment
Co.,
Ltd.
Hunan
Chang
1,810 1,810
yang
,540. ,540.
Industr
70 70
ial Co.,
Ltd.
Shenz
hen
Jieche
3,225 3,225
ng
,000. ,000.
Electro
00 00
nics
Co.,
Ltd.
Shenz
hen
Xianda
4,751 4,751
o New
,621. ,621.
Materi
62 62
als
Co.,
Ltd.
China 400,0 400,0
Autom 00.00 00.00
172
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otive
Industr
y
Shenz
hen
Tradin
g Co.,
Ltd.
Shenz
hen
Univer
sal
500,0 500,0
Standa
00.00 00.00
rd
Parts
Co.,
Ltd.
Shenz
hen
China
Autom
obile
2,250 2,250
South
,000. ,000.
China
00 00
Autom
obile
Sales
Co.,
Ltd.
Shenz
hen
Bailiy
1,320 1,320
uan
,000. ,000.
Power
00 00
Supply
Co.,
Ltd.
Shenz
hen
Yimin
200,0 200,0
Auto
01.10 01.10
Tradin
g Co.,
Ltd.
Shenz
hen
Torch
Spark 17,84 17,84
Plug 9.20 9.20
Industr
y Co.,
Ltd.
Shenz
hen
1,956 1,956
Hanli
,000. ,000.
High
00 00
Tech
Ceram
173
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ics
Co.,
Ltd.
Shenz
hen
Nanfa
6,700 6,700
ng
,000. ,000.
Autom
00 00
obile
Repair
Center
19,67 23,13 3,664 9,385 13,95 23,13
Subtot
9,748 1,012 ,296. ,714. 8,330 1,012
al
.68 .62 75 52 .91 .62
81,02 23,13 19,87 24,38 76,51 23,13
Total 4,365 1,012 2,836 5,714 1,487 1,012
.94 .62 .15 .52 .57 .62
Whether the recoverable amount is determined according to the net amount with fair value deducting disposal expenses
□ Applicable Not applicable
Whether the recoverable amount is determined according to the present value of the expected future cash flow
□ Applicable Not applicable
Reasons for the apparent inconsistency between the aforementioned information and the information or external information used
in the impairment test of previous years
Reasons for the apparent inconsistency between the information adopted by the Company's impairment test in previous years and
the actual situation in that year
Other notes:
15.Investment properties
(1) Investment properties measured at cost
Applicable □ Not applicable
Unit: RMB
Construct
Houses and
Item Land use right ion in Total
buildings
progress
I. Original book value
1. Beginning balance 630,510,174.94 49,079,520.00 679,589,694.94
2. Amount increased in the current period 474,081,142.76 46,587,562.86 520,668,705.62
(1) Outsourcing
(2) Transferred from inventory / fixed
474,081,142.76 474,081,142.76
assets / construction in progress
(3) Increase due to business merger
(4) Transferred from intangible assets 46,587,562.86 46,587,562.86
3. Amount decreased in the current period
(1) Disposal
(2) Other transfer-out
4. Ending balance 1,104,591,317.70 95,667,082.86 1,200,258,400.56
174
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II. Accumulated depreciation and accumulated
amortization
1. Beginning balance 158,767,972.34 4,461,583.15 163,229,555.49
2. Amount increased in the current period 27,023,293.56 1,868,209.71 28,891,503.27
(1) Provision or amortization 27,023,293.56 1,868,209.71 28,891,503.27
3. Amount decreased in the current period
(1) Disposal
(2) Other transfer-out
4. Ending balance 185,791,265.90 6,329,792.86 192,121,058.76
III. Provision for impairment
1. Beginning balance
2. Amount increased in the current period
(1) Accrual
3. Amount decreased in the current period
(1) Disposal
(2) Other transfer-out
4. Ending balance
IV. Book value
1. Ending book value 918,800,051.80 89,337,290.00 1,008,137,341.80
2. Beginning book value 471,742,202.60 44,617,936.85 516,360,139.45
Whether the recoverable amount is determined according to the net amount with fair value deducting disposal expenses
□ Applicable Not applicable
Whether the recoverable amount is determined according to the present value of the expected future cash flow
□ Applicable Not applicable
Reasons for the apparent inconsistency between the aforementioned information and the information or external information used
in the impairment test of previous years
Reasons for the apparent inconsistency between the information adopted by the Company's impairment test in previous years and
the actual situation in that year
(2) Investment properties measured at fair value
□ Applicable Not applicable
(3) Investment properties whose property certificates are not obtained
Unit: RMB
Reasons for failure to obtain the property
Item Book value
certificate
Due to historical reasons, the property
Shops in Building 12, Sungang 23,163.75 ownership certificate has not been
handled
CNNC Office Building 3,953,969.61 Due to historical reasons, the property
175
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ownership certificate has not been
handled
Due to historical reasons, the property
Building 12, Sungang 9,517.89 ownership certificate has not been
handled
Total 3,986,651.25
16.Fixed assets
Unit: RMB
Item Ending balance Beginning balance
Fixed assets 78,935,843.49 102,689,546.42
Fixed assets for disposal
Total 78,935,843.49 102,689,546.42
(1) Details of fixed assets
Unit: RMB
Machinery Office and
Houses and Transportatio Electronic Fixed assets
Item and other Total
buildings n equipment equipment of decoration
equipment equipment
I. Original
book value:
1.
282,928,32 22,445,763 5,475,367. 10,893,270 1,569,294. 8,869,127. 332,181,14
Beginning
4.11 .74 29 .06 59 96 7.75
balance
2.
Amount
1,831,474.
increased in 508,297.35 559,625.73 348,390.45 415,160.52
05
the current
period
(1) 1,831,474.
508,297.35 559,625.73 348,390.45 415,160.52
Purchase 05
(2)
Transferred
from projects
under
construction
(3)
Increase due
to business
merger
3.
Amount
64,346,975 6,290,377. 3,948,465. 3,823,103. 1,108,639. 79,945,397
decreased in 427,835.53
.91 75 29 17 69 .34
the current
period
(1)
1,608,826. 3,948,465. 6,620,374.
Disposal or 249,409.37 813,673.24
89 29 79
scrapping
(2) Changes 64,346,975 4,681,550. 3,573,693. 427,835.53 294,966.45 73,325,022
176
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in .91 86 80 .55
consolidation
scope
4.
218,581,34 16,663,683 2,086,527. 7,418,557. 1,141,459. 8,175,648. 254,067,22
Ending
8.20 .34 73 34 06 79 4.46
balance
II.
Accumulated
depreciation
1.
197,126,97 10,908,692 3,794,318. 7,350,551. 4,992,292. 225,122,74
Beginning 949,921.75
0.69 .02 81 82 92 8.01
balance
2.
Amount
6,059,966. 1,046,575. 9,032,709.
increased in 237,810.32 829,644.52 19,252.60 839,459.79
56 24 03
the current
period
(1) 6,059,966. 1,046,575. 9,032,709.
237,810.32 829,644.52 19,252.60 839,459.79
Accrual 56 24 03
3.
Amount
53,463,711 4,223,403. 2,280,559. 3,337,058. 64,204,125
decreased in 109,098.02 790,293.76
.74 61 64 61 .38
the current
period
(1)
1,436,181. 2,700,360.
Disposal or 426,806.73 249,069.27 588,303.21
30 51
scrapping
(2) Changes
in 53,463,711 3,796,596. 3,087,989. 61,503,764
844,378.34 109,098.02 201,990.55
consolidation .74 88 34 .87
scope
4.
149,723,22 7,731,863. 1,751,569. 4,843,137. 5,041,458. 169,951,33
Ending 860,076.33
5.51 65 49 73 95 1.66
balance
III. Provision
for
impairment
1.
3,555,385. 4,368,853.
Beginning 411,135.22 6,165.00 49,190.85 281,382.73 65,593.82
70 32
balance
2.
Amount
increased in 465,698.40 249,335.72 123,087.66 838,121.78
the current
period
(1)
465,698.40 249,335.72 123,087.66 838,121.78
Accrual
3.
Amount
5,215.34 21,710.45 26,925.79
decreased in
the current
177
Full Text of Annual Report 2023 of Shenzhen Tellus Holding Co., Ltd.
period
(1)
Disposal or 2,215.73 2,215.73
scrapping
(2) Changes
in
5,215.34 19,494.72 24,710.06
consolidation
scope
4.
3,555,385. 5,180,049.
Ending 871,618.28 6,165.00 276,816.12 281,382.73 188,681.48
70 31
balance
IV. Book
value
1.
65,302,736 8,060,201. 2,298,603. 2,945,508. 78,935,843
Ending book 328,793.24
.99 41 49 36 .49
value
2.
82,245,967 11,125,936 1,674,883. 3,493,527. 3,811,241. 102,689,54
Beginning 337,990.11
.72 .50 48 39 22 6.42
book value
(2) Fixed assets leased out by operating lease
Unit: RMB
Item Book value at the end of the period
Houses and buildings 59,573,894.32
(3) Fixed assets whose property certificates are not obtained
Unit: RMB
Reasons for failure to obtain the property
Item Book value
certificate
Due to historical reasons, the property
Yongtong Building 22,426,095.19 ownership certificate has not been
handled
Due to historical reasons, the property
Automobile Building 20,682,213.64 ownership certificate has not been
handled
The property ownership certificate of the
Parking Lot of Tellus Building 7,451,101.64
parking lot cannot be handled.
Due to historical reasons, the property
Floor 3-5, Plant 1#, 2# and 3#, Taoyuan Road 2,752,765.03 ownership certificate has not been
handled
Unable to apply for property ownership
Transfer floor(s) of Tellus Building 1,202,660.36
certificate
Due to historical reasons, the property
No.16 Apartment of Taohuayuan 1,006,978.98 ownership certificate has not been
handled
Due to historical reasons, the property
Warehouse 707,217.25 ownership certificate has not been
handled
Due to historical reasons, the property
First Floor of Bao'an Commercial and
681,044.12 ownership certificate has not been
Residential Building
handled
178
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Due to historical reasons, the property
Shuibei Zhongtian Building 510,646.80 ownership certificate has not been
handled
Due to historical reasons, the property
Warehouse of Trade Department 49,143.49 ownership certificate has not been
handled
Due to historical reasons, the property
Songquan Apartment (mixed) 10,086.79 ownership certificate has not been
handled
Due to historical reasons, the property
Buxin Generator Room 8,046.78 ownership certificate has not been
handled
Due to historical reasons, the property
Factory and shop 5-7 of Buxin Road 35,578.82 ownership certificate has not been
handled
Due to historical reasons, the property
Guest House on Renmin North Road 5,902.41 ownership certificate has not been
handled
Total 57,529,481.30
(4) Impairment test of fixed assets
□ Applicable Not applicable
17. Projects under construction
Unit: RMB
Item Ending balance Beginning balance
Construction in progress 7,279,570.05 409,933,559.27
Total 7,279,570.05 409,933,559.27
(1) Information of projects under construction
Unit: RMB
Ending balance Beginning balance
Item Provision
Provision for
Book balance for Book value Book balance Book value
impairment
impairment
Tellus Gold and
Diamond
409,808,714.95 409,808,714.95
Trading
Building
Renovation of
Exhibition Hall
and Treasury
Area of the
4,740,393.23 4,740,393.23
Sunken Area on
B1 of Tellus
Jewelry
Building
Reconstruction
and Upgrading 808,507.65 808,507.65
of Shuibei
179
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Zhongtian
Building
Decoration of
Annex Building
of Tellus Gold 108,945.00 108,945.00
and Diamond
Building
Other projects 1,621,724.17 1,621,724.17 124,844.32 124,844.32
Total 7,279,570.05 7,279,570.05 409,933,559.27 409,933,559.27
(2) Changes in major construction-in-progress projects in the current period
Unit: RMB
Amou Includi
nt Other Proportio Accum ng:
transfe decre n of ulated Amou Capital
Beginn Increas rred ases Endin accumula Constr amoun nt of ization
Source
Project ing e in into in the g ted uction t of capital rate for
Budget of
Name balanc current fixed curre balan project progre capital ized current
funds
e year assets nt ce investme ss ized interes interes
in the perio nt in interes t in the t
current d budgets t current
period period
Tellus
Gold
and
Diamo 491,0 409,80 53,17 462,98 8,087 1,776
nd 60,00 8,714.9 9,815 8,530.0 0.00 94.28% 100% ,368. ,046. 3.50% Others
Tradin 0.00 5 .06 1 43 66
g
Buildi
ng
491,0 409,80 53,17 462,98 8,087 1,776
Total 60,00 8,714.9 9,815 8,530.0 0.00 ,368. ,046. 3.50%
0.00 5 .06 1 43 66
(3)Impairment test of projects under construction
□ Applicable Not applicable
18. Right-of-use assets
(1) Right-of-use assets
Unit: RMB
Item Houses and buildings Total
I. Original book value
1. Beginning balance 10,149,723.83 10,149,723.83
2. Amount increased in the current
74,305,047.63 74,305,047.63
period
(1) Rent 74,305,047.63 74,305,047.63
3. Amount decreased in the current 3,823,465.75 3,823,465.75
180
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period
(1) Due 3,823,465.75 3,823,465.75
4. Ending balance 80,631,305.71 80,631,305.71
II. Accumulated depreciation
1. Beginning balance 5,968,480.97 5,968,480.97
2. Amount increased in the current
6,481,996.22 6,481,996.22
period
(1) Accrual 6,481,996.22 6,481,996.22
3. Amount decreased in the current
3,723,887.98 3,723,887.98
period
(1) Disposal
(2) Due 3,723,887.98 3,723,887.98
4. Ending balance 8,726,589.21 8,726,589.21
III. Provision for impairment
1. Beginning balance
2. Amount increased in the current
period
(1) Accrual
3. Amount decreased in the current
period
(1) Disposal
4. Ending balance
IV. Book value
1. Ending book value 71,904,716.50 71,904,716.50
2. Beginning book value 4,181,242.86 4,181,242.86
(2) Impairment test of right-of-use assets
□ Applicable Not applicable
19. Intangible assets
(1) Intangible assets
Unit: RMB
Non-
patent
Patent ed Computer
Item Land use right Trademark Total
right techn software
ologie
s
I. Original book value
1. Beginning balance 50,661,450.00 128,500.00 6,981,220.20 57,771,170.20
2. Amount increased
1,485,157.77 388,165.70 1,873,323.47
in the current period
181
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(1) Purchase 388,165.70 388,165.70
(2) Internal R&D
(3) Increase due
to business merger
(4) Other increases 1,485,157.77 1,485,157.77
3. Amount decreased
50,178,756.77 173,000.00 50,351,756.77
in the current period
(1) Disposal
(2) Transfer to investment
50,178,756.77 50,178,756.77
properties
(3) Changes in
173,000.00 173,000.00
consolidation scope
4. Ending balance 1,967,851.00 128,500.00 7,196,385.90 9,292,736.90
II. Accumulated
amortization
1. Beginning balance 3,945,345.32 105,675.32 3,912,133.84 7,963,154.48
2. Amount increased
448,525.08 5,312.46 724,168.18 1,178,005.72
in the current period
(1) Accrual 448,525.08 5,312.46 724,168.18 1,178,005.72
3. Amount decreased
3,591,193.91 173,000.00 3,764,193.91
in the current period
(1) Disposal
(2) Transfer to investment
3,591,193.91 3,591,193.91
properties
(3) Changes in
173,000.00 173,000.00
consolidation scope
4. Ending balance 802,676.49 110,987.78 4,463,302.02 5,376,966.29
III. Provision for
impairment
1. Beginning balance
2. Amount increased
in the current period
(1) Accrual
3. Amount decreased
in the current period
(1) Disposal
4. Ending balance
IV. Book value
1. Ending book value 1,165,174.51 17,512.22 2,733,083.88 3,915,770.61
2. Beginning book
46,716,104.68 22,824.68 3,069,086.36 49,808,015.72
value
(2) Impairment test of intangible assets
□ Applicable Not applicable
182
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20. Long-term deferred expenses
Unit: RMB
Amortization
Increase in current Other decreased
Item Beginning balance amount of the Ending balance
year amount
current period
Decoration
25,876,099.49 18,963,461.68 6,447,382.15 38,392,179.02
engineering
Total 25,876,099.49 18,963,461.68 6,447,382.15 38,392,179.02
21. Deferred tax assets/deferred tax liabilities
(1) Deferred tax assets not offset
Unit: RMB
Ending balance Beginning balance
Item Deductible temporary Deductible temporary
Deferred tax assets Deferred tax assets
differences differences
Deductible losses 12,429,491.12 3,107,372.77
Credit impairment
35,059,422.28 8,764,855.57 34,072,935.08 8,518,233.77
provision
Deferred income 687,408.75 171,852.19
Changes in fair value
of held-for-trading 13,705,388.76 3,426,347.19
financial assets
Changes in fair value
of other equity 9,793,299.53 2,448,324.88
instrument investments
Lease liabilities 79,671,619.30 19,917,904.83
Total 151,346,629.74 37,836,657.43 34,072,935.08 8,518,233.77
(2) Deferred tax liabilities not offset
Unit: RMB
Ending balance Beginning balance
Item Taxable temporary Taxable temporary
Deferred tax liabilities Deferred tax liabilities
difference difference
Accelerated
depreciation of fixed 562,445.00 140,611.25
assets
Time difference of
income tax due to
19,145,855.24 4,786,463.81 4,540,124.44 1,135,031.11
allocation of rent-free
period income
Measurement of
remaining equity fair 67,398,061.80 16,849,515.45
value
Right-of-use assets 74,533,199.60 18,633,299.90
Total 161,639,561.64 40,409,890.41 4,540,124.44 1,135,031.11
183
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(3) Deferred tax assets or liabilities presented in net amount after being offset
Unit: RMB
Mutual off-set amount Mutual off-set amount
Ending balance of Beginning balance of
of deferred tax assets of deferred tax assets
Item deferred tax assets or deferred tax assets or
and liabilities at the and liabilities at the
liabilities after offset liabilities after offset
period end period beginning
Deferred tax assets 37,836,657.43 8,518,233.77
Deferred tax liabilities 40,409,890.41 1,135,031.11
(4) Details of unrecognized deferred tax assets
Unit: RMB
Item Ending balance Beginning balance
Deductible temporary differences 123,519,997.09 128,561,177.79
Deductible losses 22,073,706.37 23,458,252.21
Total 145,593,703.46 152,019,430.00
(5) Deductible losses of unrecognized deferred tax assets will become mature and due in the following
years
Unit: RMB
Year Ending amount Opening amount Note
Year 2023
2024 113,396.51
2025 3,230,232.35 9,002,510.80
2026 8,589,171.35 8,816,324.17
2027 4,821,009.13 5,526,020.73
2028 5,433,293.54
Total 22,073,706.37 23,458,252.21
22. Other non-current assets
Unit: RMB
Ending balance Beginning balance
Provision
Item Provision
for
Book balance Book value Book balance for Book value
impairmen
impairment
t
Advance
payment for 47,071,710.51 47,071,710.51 49,631,706.19 49,631,706.19
project
Reclassification
of VAT debit 8,385,565.03 8,385,565.03 8,572,664.86 8,572,664.86
balance
Large-
denomination
certificates of 41,431,777.78 41,431,777.78 96,322,575.78 96,322,575.78
deposit and
interest due
184
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over one year
Prepayments
164,000.00 164,000.00
for software
Total 97,053,053.32 97,053,053.32 154,526,946.83 154,526,946.83
23. Assets with restricted ownership or use right
Unit: RMB
End of period Beginning of period
Item Book Restricted Restriction Book Restricted Restriction
Book value Book value
balance type s balance type s
Supervisio
n funds and
futures &
option
account
Security margin of
deposits Plot 03 of
Supervisio
Cash at and the Tellus
60,117,57 60,117,573 Security 21,621,49 21,621,49 n funds and
bank and futures Gimeng
3.95 .95 deposits 8.00 8.00 security
on hand margin for Gold
deposits
bank gold Jewelry
leasing Industry
Park
Upgrading
and
Reconstruc
tion Project
Bank
Intangible 45,447,35 45,447,35
Mortgage borrowing
assets 9.01 9.01
mortgage
60,117,57 60,117,573 67,068,85 67,068,85
Total
3.95 .95 7.01 7.01
24. Short-term borrowing
(1) Classification of short-term borrowing
Unit: RMB
Item Ending balance Beginning balance
Credit borrowing 145,131,694.44
Discounted borrowings of notes
20,000,000.00
receivable not derecognized
Total 145,131,694.44 20,000,000.00
25. Held-for-trading financial liabilities
Unit: RMB
Item Ending balance Beginning balance
Including:
Financial liabilities designated as
56,881,954.76 18,572,684.91
measured at fair value through profit and
185
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loss
Including:
Gold leasing 56,881,954.76 18,572,684.91
Total 56,881,954.76 18,572,684.91
Other notes:
Note: The financial liabilities designated to be measured at fair value and with their changes included in current profits and losses
are the liabilities formed by the accounting company's gold physical leasing business with banks. The Company rents gold from
the bank and buys gold of the same quantity and specification through Shanghai Gold Exchange on the maturity date to repay the
bank and pay the agreed rental interest. The lease term is within 1 year. As of December 31, 2023, the cost of financial liabilities is
RMB 53,588,960.00, the change in fair value is RMB 3,002,660.00 as a loss, and the interest payable is RMB 290,334.76.
26. Derivative financial liabilities
Unit: RMB
Item Ending balance Beginning balance
Derivative financial liabilities with
1,380.00 489,360.00
designated hedging relationship
Total 1,380.00 489,360.00
27. Accounts payable
(1) Presentation of accounts payable
Unit: RMB
Item Ending balance Beginning balance
Purchase payment for goods and services 6,150,884.19 5,397,040.27
Payment for engineering equipment 129,683,530.20 119,319,760.44
Total 135,834,414.39 124,716,800.71
(2) Significant accounts payable with the account receivable age of over 1 year
Unit: RMB
Reasons for not repaying or carrying
Item Ending balance
over
Shenzhen Yinglong Jian'an (Group) Co.,
28,298,954.80 Project(s) unsettled
Ltd.
China Construction First Building
7,341,720.70 Project(s) unsettled
(Group) Corporation Limited
Shenzhen SDG Real Estate Co., Ltd. 6,054,855.46 Outstanding by related companies
Shenzhen Yinuo Construction
3,555,095.22 Project(s) unsettled
Engineering Co., Ltd.
Shenzhen SDG Engineering
1,104,477.06 Outstanding by related companies
Management Co., Ltd.
Total 46,355,103.24
28. Other payables
Unit: RMB
186
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Item Ending balance Beginning balance
Other payables 126,826,966.60 105,180,279.00
Total 126,826,966.60 105,180,279.00
(1) Other payables
1) Other payables presented by nature of payment
Unit: RMB
Item Ending balance Beginning balance
Deposit and security deposit 61,572,033.08 42,765,478.88
Current accounts associated 13,217,780.83 18,990,738.98
Withdrawal in advance 14,559,784.33 11,499,312.36
Temporary receipts payable 37,477,368.36 31,924,748.78
Total 126,826,966.60 105,180,279.00
2) Other significant accounts payable with the account receivable age of over 1 year or overdue
Unit: RMB
Reasons for not repaying or carrying
Item Ending balance
over
Shenzhen Kong Fook Jewelry Supply
3,000,000.00 Undue security
Chain Co., Ltd.
Hongkong Yujia Investment Limited 2,146,404.58 No repayment from related company
Total 5,146,404.58
29. Advances from customers
(1) Advances from customers
Unit: RMB
Item Ending balance Beginning balance
Rent 4,306,567.65 6,119,377.90
Total 4,306,567.65 6,119,377.90
30. Contract liabilities
Unit: RMB
Item Ending balance Beginning balance
Goods fees receivable in advance 2,628,855.25 4,581,999.11
Services fees receivable in advance 4,451,120.13 4,677,659.32
Total 7,079,975.38 9,259,658.43
31. Employee compensation payable
(1) Employee compensation payable
Unit: RMB
187
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Increase in the current Decrease in the
Item Beginning balance Ending balance
period current period
I. Short-term compensation 38,550,181.70 56,983,637.48 62,108,463.03 33,425,356.15
II. Post-employment benefits—
4,806,720.83 4,806,720.83
Defined contribution plan
III. Dismissal welfare 29,544,249.87 29,544,249.87
Total 38,550,181.70 91,334,608.18 96,459,433.73 33,425,356.15
(2) Short-term employee benefits
Unit: RMB
Increase in the Decrease in the
Item Beginning balance Ending balance
current period current period
1. Salaries, bonuses, allowances,
37,734,999.53 48,669,608.71 53,066,391.15 33,338,217.09
and subsidies
2. Employee benefits 23,190.00 47,953.26 71,143.26
3. Social insurance premiums 2,208,891.43 2,208,891.43
Including: medical insurance
1,965,092.38 1,965,092.38
premium
Work-related injury
80,964.71 80,964.71
insurance premium
Maternity insurance
162,834.34 162,834.34
premium
4. Housing provident fund 1,012.80 3,886,186.53 3,886,186.53 1,012.80
5. Trade union funds and staff
224,279.37 1,008,573.00 1,232,226.11 626.26
education funds
8. Others 566,700.00 1,162,424.55 1,643,624.55 85,500.00
Total 38,550,181.70 56,983,637.48 62,108,463.03 33,425,356.15
(3) Defined contribution plan
Unit: RMB
Increase in the current Decrease in the current
Item Beginning balance Ending balance
period period
1. Basic endowment
4,771,126.10 4,771,126.10
insurance
2. Unemployment
35,594.73 35,594.73
insurance
Total 4,806,720.83 4,806,720.83
32. Taxes payable
Unit: RMB
Item Ending balance Beginning balance
Value-added tax 1,753,636.75 3,220,124.57
Corporate income tax 7,692,722.34 6,942,460.17
Individual income tax 1,174,933.55 1,895,926.96
188
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Urban maintenance and construction tax 89,600.86 178,605.67
Education surcharges 79,842.74 143,450.67
Land use tax 40,949.07
Land appreciation tax 17,386,832.46 5,362,682.64
Stamp duty 526,135.54
Other taxes and fees 153,743.82 1,107,593.09
Total 28,857,448.06 18,891,792.84
33. Current portion of non-current liabilities
Unit: RMB
Item Ending balance Beginning balance
Current portion of lease liabilities 7,304,647.32 2,009,819.15
Total 7,304,647.32 2,009,819.15
34. Other current liabilities
Unit: RMB
Item Ending balance Beginning balance
Output tax to be transferred 3,388,998.35 548,507.70
Reversal of notes receivable not
67,812,500.00
derecognized
Total 3,388,998.35 68,361,007.70
35. Long-term borrowings
(1) Classification of long-term borrowings
Unit: RMB
Item Ending balance Beginning balance
Mortgage loan 144,820,511.42
Total 144,820,511.42
36. Lease liabilities
Unit: RMB
Item Ending balance Beginning balance
Lease liabilities 69,524,214.23 2,926,184.93
Total 69,524,214.23 2,926,184.93
37. Long-term payables
Unit: RMB
Item Ending balance Beginning balance
Long-term payables 3,920,160.36 3,920,160.36
Total 3,920,160.36 3,920,160.36
189
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(1) Long-term payables by nature of payment
Unit: RMB
Item Ending balance Beginning balance
Employee housing deposit 3,908,848.40 3,908,848.40
Grants for technology innovation
11,311.96 11,311.96
projects
Subtotal 3,920,160.36 3,920,160.36
38. Estimated liabilities
Unit: RMB
Item Ending balance Beginning balance Reason for formation
Pending litigation 268,414.80 268,414.80 Pending litigation
Total 268,414.80 268,414.80
39. Deferred income
Unit: RMB
Increase in the Decrease in the Reason for
Item Beginning balance Ending balance
current period current period formation
Government
10,579,545.71 1,085,610.00 2,047,472.18 9,617,683.53
subsidy
Total 10,579,545.71 1,085,610.00 2,047,472.18 9,617,683.53 --
40. Capital stock
Unit: RMB
Increase or decrease (+, -)
Conversion
Beginning balance Issuance of Stock of the reserve Ending balance
Others Subtotal
new shares dividend funds into
shares
Total shares 431,058,320.00 431,058,320.00
41. Capital reserves
Unit: RMB
Increase in the Decrease in the current
Item Beginning balance Ending balance
current period period
Capital premium (stock
425,768,053.35 583,146.01 425,184,907.34
premium)
Other capital reserves 5,681,501.16 5,681,501.16
Total 431,449,554.51 583,146.01 430,866,408.50
Decrease in the current period: Nisen International Co., Ltd. withdrew from the merger scope of its subsidiary Shenzhen Tefa
Huari Automobile Enterprise Co., Ltd. in 2007, and the unmade losses directly included in the equity portion were returned to the
capital reserve adjusted by share ratio. The compulsory liquidation of the current factor company, Shenzhen Tefa Huari
190
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Automobile Enterprise Co., Ltd. is no longer included in the scope of the merger, and the corresponding capital reserves are
transferred out.
42. Other comprehensive income
Unit: RMB
Amount incurred in the current period
Less:
Less:
Amount
Profit or
included
loss
in other
included
compreh
in other Attribu
Amount ensive
comprehe table
incurred incomes
nsive Less: to
Beginning before in the Net after-tax
Item income at income minori Ending balance
balance income previous income
early tax ty
tax in period attributable to
stage and expense shareh
the but parent company
transferre s olders
current transferre
d to the after
period d to
retained tax
profit
earnings
and loss
in the
in the
current
current
period
period
I. Other
comprehensive
income that
cannot be -7,344,974.65 -7,344,974.65
reclassified
through profit
or loss
Changes
in fair value of
other equity -7,344,974.65 -7,344,974.65
instrument
investments
II. Other
comprehensive
income to be
26,422.00 26,422.00
reclassified
through profit
or loss
Including:
Other
comprehensive
income
26,422.00 26,422.00
convertible to
profit or loss
under the
equity method
Total of other
comprehensive 26,422.00 -7,344,974.65 -7,318,552.65
income
191
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43. Surplus reserves
Unit: RMB
Increase in the current Decrease in the current
Item Beginning balance Ending balance
period period
Statutory surplus
52,499,172.13 11,457,114.33 63,956,286.46
reserve
Total 52,499,172.13 11,457,114.33 63,956,286.46
44. Undistributed profit
Unit: RMB
Item Current period Previous period
Undistributed profit before adjustment at
590,605,394.67 543,843,496.85
the end of the previous year
Adjust the total undistributed profit at the
beginning of the year (increase to be 8,804.40
marked by +, decrease to be marked by -)
Undistributed profits at the beginning of
590,614,199.07 543,843,496.85
the period after adjustment
Add: current net profit attributable to the
118,255,140.84 83,496,135.61
parent company's owners
Less: withdrawal of statutory surplus
11,457,114.33 25,952,692.04
reserves
Ordinary share dividends payable 12,069,632.96 10,781,545.75
Undistributed profits at the end of the
685,342,592.62 590,605,394.67
period
Breakdown of adjustments to undistributed profits at the beginning of the period
1) Due to retroactive adjustment of Accounting Standards for Business Enterprises and its relevant new regulations, the affected
retained earning at the beginning of the period is RMB 0.00.
2) Due to changes in accounting policies, the affected undistributed profit at the beginning of the period is RMB 8,804.40.
3) Due to correction of major accounting error, the affected retained earnings at the beginning of the period are 0.00 yuan.
4) The amount that will affect the undistributed profit at the beginning of the year due to change of consolidation scope as a result
of common control is RMB 0.00.
5) Amount of the undistributed profit at the beginning of the year that will be affected due to total of other adjustments is RMB
0.00.
45. Operating revenue and operating cost
Unit: RMB
Amount incurred in the current period Amount incurred in the previous period
Item
Revenue Cost Revenue Cost
Principal business 1,840,775,590.72 1,644,301,037.12 830,367,312.21 693,409,590.68
Other business 5,963,251.17 4,036,162.48 7,288,962.30 6,879,652.74
Total 1,846,738,841.89 1,648,337,199.60 837,656,274.51 700,289,243.42
Audited net profit before and after deducting non-recurring gains and losses (whichever is lower, negative value or not)
192
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□Yes No
Breakdown information of operating revenues and operating costs:
Unit: RMB
Classificati Segment 1 Segment 2 Total
on of Operating Operating Operating Operating Operating Operating Operating Operating
contract revenue cost revenue cost revenue cost revenue cost
Business
Type
Including:
Jewelry
1,542,107 1,514,822 1,542,107 1,514,822
sales and
,225.96 ,240.15 ,225.96 ,240.15
services
Leasing
250,517,4 85,282,34 250,517,4 85,282,34
and
70.48 4.36 70.48 4.36
services
Automobil 42,638,84 38,385,23 42,638,84 38,385,23
e sales 0.47 0.69 0.47 0.69
Automobil
e
11,475,30 9,847,384 11,475,30 9,847,384
maintenanc
4.98 .40 4.98 .40
e and
testing
By
operating
regions
Including:
South 1,417,912 1,227,470 1,417,912 1,227,470
China ,052.46 ,886.16 ,052.46 ,886.16
335,179,7 328,741,7 335,179,7 328,741,7
East China
19.17 86.92 19.17 86.92
North 85,710,84 84,311,79 85,710,84 84,311,79
China 0.18 0.11 0.18 0.11
Central 6,925,197 6,817,436 6,925,197 6,817,436
China .35 .10 .35 .10
Other 1,011,032 995,300.3 1,011,032 995,300.3
regions .73 2 .73 2
By market
or customer
type
Including:
By contract
type
Including:
By time of
transfer of
goods
Including:
By contract
term
193
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Including:
By sales
channel
Including:
1,846,738 1,648,337 1,846,738 1,648,337
Total
,841.89 ,199.60 ,841.89 ,199.60
46. Taxes and surcharges
Unit: RMB
Item Amount incurred in the current period Amount incurred in the previous period
Urban maintenance and construction tax 1,077,410.34 673,134.05
Education surcharges 461,747.20 293,781.70
Real estate tax 7,253,212.27 4,699,229.57
Land use tax 412,099.40 255,483.11
Land appreciation tax 11,997,689.82
Stamp duty 1,718,798.56 1,211,281.94
Local educational surcharges 307,831.47 195,854.47
Vehicle and vessel use tax 1,320.00 5,447.92
Total 23,230,109.06 7,334,212.76
47. Administrative expenses
Unit: RMB
Item Amount incurred in the current period Amount incurred in the previous period
Employee compensation 68,670,655.46 36,915,969.42
Consulting and service fees 7,233,752.18 2,371,263.21
Depreciation and amortization 4,513,002.32 3,380,339.87
Office expenses 899,835.11 501,941.40
Hospitality expenses 130,697.36 227,403.28
Advertising expenses 151,938.34 233,491.72
Transport and travel expenses 359,259.18 156,715.15
Others 3,662,655.14 3,290,555.94
Total 85,621,795.09 47,077,679.99
48. Selling expenses
Unit: RMB
Item Amount incurred in the current period Amount incurred in the previous period
Employee compensation 7,129,402.58 11,309,494.91
Depreciation and amortization 2,562,163.21 4,461,473.09
Advertising marketing expenses 1,946,341.18 1,452,543.07
Utilities and cleaning fees 1,735,848.97 911,189.85
Office expenses 291,536.03 386,796.03
Hospitality expenses 301,268.22 369,463.33
Material consumption 9,253.40 131,482.51
Others 5,152,701.16 3,012,269.69
Total 19,128,514.75 22,034,712.48
194
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49. R&D expenses
Unit: RMB
Item Amount incurred in the current period Amount incurred in the previous period
Employee compensation 1,849,878.34 517,100.50
Information technology service fee 268,755.28
Depreciation and amortization 115,917.44 16,898.02
Total 1,965,795.78 802,753.80
50. Financial expenses
Unit: RMB
Item Amount incurred in the current period Amount incurred in the previous period
Net interest expenses 9,444,953.16 338,730.75
Interest revenue -4,682,945.54 -5,472,748.37
Exchange loss/profit 670,928.14 842,578.74
Handling charges and others 104,944.16 254,785.53
Total 5,537,879.92 -4,036,653.35
51. Other incomes
Unit: RMB
Sources of other incomes Amount incurred in the current period Amount incurred in the previous period
I. Government subsidies included in
8,480,891.46 6,575,043.88
other incomes
Including: government subsidy related to
1,747,472.18 1,488,875.50
deferred income
Government subsidies included in the
6,733,419.28 5,086,168.38
current profits and losses
II. Other items related to daily activities
10,158.93 49,829.40
and included in other incomes
Including: service fee for individual
10,158.93 49,829.40
income tax withholding
Total 8,491,050.39 6,624,873.28
52. Income from changes in fair value
Unit: RMB
Source of gain from changes in fair value Amount incurred in the current period Amount incurred in the previous period
Trading financial assets -10,477,822.50 -860,218.33
Trading financial liabilities -2,215,610.00 -787,050.00
Income from changes in fair value of
786,300.00 -489,360.00
hedging instruments
Income from changes in fair value of
-101,030.68 543,878.09
hedging items
Others -120.00
Total -12,008,283.18 -1,592,750.24
195
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53. Investment income
Unit: RMB
Item Amount incurred in the current period Amount incurred in the previous period
Income from long-term equity
investments calculated by the equity 19,872,836.15 10,897,171.28
method
Investment income from the disposal of
8,785,410.47
long-term equity investments
Investment income from holding trading
3,132,190.40 12,132,798.02
financial assets
Dividend income from investments in
other equity instruments during the 1,305,581.86
holding period
Profit from re-measurement of residual
equity at fair value after loss of the right 69,552,580.12
of control
Closing income from commodity futures
-5,314,788.02 -26,164.18
contracts and T+D contracts (hedging)
Closing income from commodity futures
contracts and T+D contracts (no hedging -939,938.97 277,302.12
specified)
Interest income from large-denomination
7,570,633.50
certificates of deposit
Total 93,873,513.18 33,372,099.57
54. Credit impairment loss
Unit: RMB
Item Amount incurred in the current period Amount incurred in the previous period
Bad debt loss of accounts receivable -607,094.36 -206,852.71
Bad debt loss of other receivables -107,251.93 -1,428,507.19
Total -714,346.29 -1,635,359.90
55. Asset impairment losses
Unit: RMB
Item Amount incurred in the current period Amount incurred in the previous period
I. Loss on diminution in value of
inventories and impairment loss on -208,813.79 -1,616,086.03
contract performance cost
IV. Loss on impairment of fixed assets -838,121.78 -123,400.26
XII. Others -100,000.00
Total -1,046,935.57 -1,839,486.29
56. Income on disposal of assets
Unit: RMB
196
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Sources of income from asset disposal Amount incurred in the current period Amount incurred in the previous period
Gains from disposal of fixed assets
-59,110.10 40,765.92
(losses to be listed with "-")
57. Non-operating income
Unit: RMB
Amount incurred in the Amount incurred in the Amount charged to non-
Item
current period previous period recurring profit or loss
Gains from unpayable
1,620,390.54 2,031,600.42 1,620,390.54
payments
Others 770,443.76 2,103,054.01 770,443.76
Total 2,390,834.30 4,134,654.43 2,390,834.30
58. Non-operating expenditures
Unit: RMB
Amount incurred in the Amount incurred in the Amount charged to non-
Item
current period previous period recurring profit or loss
Loss from retirement of non-
17,991.92 26,698.77 17,991.92
current assets
Inventory loss of fixed assets 344.92
Overdue fine and liquidated
185,239.70 35.56 185,239.70
damage expenditure
Others 116,065.40 389,383.00 116,065.40
Total 319,297.02 416,462.25 319,297.02
59. Income tax expenses
(1) List of income tax expenses
Unit: RMB
Item Amount incurred in the current period Amount incurred in the previous period
Current income tax expenses 29,670,941.56 21,369,893.20
Deferred income tax expenses 12,413,564.92 153,302.88
Total 42,084,506.48 21,523,196.08
(2) Accounting profit and income tax expense adjustment process
Unit: RMB
Item Amount incurred in the current period
Total profit 153,524,973.40
Income tax expenses at legal/applicable tax rate 38,381,243.35
Impact of the different tax rate applicable to subsidiaries -1,507,681.03
Impact of income tax adjusted in previous period 1,416,729.31
Effect of cost, expense and loss nondeductible 3,383,829.40
Profit or loss of joint ventures and associates calculated by
-4,786,295.21
equity method
197
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Effect of using previously unrecognized deductible losses of
previous years and deductible temporary differences (to be -1,571,079.25
listed with "-")
Effect of using previously unrecognized deductible losses and
6,767,759.91
deductible temporary differences
Income Tax Expense 42,084,506.48
60. Other comprehensive income
Refer to Note V 42 for details.
61. Items in the cash flow statement
(1) Other cash related to operating activities
Other received cash related to operating activities
Unit: RMB
Item Amount incurred in the current period Amount incurred in the previous period
Deposit and security deposit 30,178,690.12 1,107,514.15
Interest revenue 4,601,226.17 1,871,273.53
Government subsidies received 5,489,668.98 6,838,363.60
Gold leasing deposit received 4,040,160.00
Current accounts and others 8,984,997.82 13,503,115.65
Total 53,294,743.09 23,320,266.93
Other cash paid relating to operating activities
Unit: RMB
Item Amount incurred in the current period Amount incurred in the previous period
Out-of-pocket expenses 24,693,611.96 13,437,173.48
Deposit and security deposit 18,200,617.62 583,931.98
Penalty for breach of contract 78,857.09 389,418.56
Gold leasing deposit paid 49,095,661.55
Current accounts and others 15,440,288.31 4,408,405.00
Total 107,509,036.53 18,818,929.02
(2) Other cash related to investing activities
Other received cassh related to investment activities
Unit: RMB
Item Amount incurred in the current period Amount incurred in the previous period
Supervision funds received 10,665,656.00 15,998,484.00
Others 46,628.16
Total 10,712,284.16 15,998,484.00
Other received cash related to important investment activities
Unit: RMB
Item Amount incurred in the current period Amount incurred in the previous period
Structured deposits and financial
210,000,000.00 350,000,000.00
products
Total 210,000,000.00 350,000,000.00
198
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Other cash paid related to investing activities
Unit: RMB
Item Amount incurred in the current period Amount incurred in the previous period
Security deposit for hedging instruments 1,466,070.40 8,955,842.00
List of SDG Huari 6,527,338.78
Others 78,987.06
Total 8,072,396.24 8,955,842.00
Other paid cash related to important investment activities
Unit: RMB
Item Amount incurred in the current period Amount incurred in the previous period
Structured deposits and financial
320,000,000.00 320,000,000.00
products
Total 320,000,000.00 320,000,000.00
(3) Cash related to financing activities
Other cash received related to financing activities
Unit: RMB
Item Amount incurred in the current period Amount incurred in the previous period
Lease security deposit received 253,420.00
Total 253,420.00
Other cash paid related to financing activities
Unit: RMB
Item Amount incurred in the current period Amount incurred in the previous period
Capital paid to minority shareholders* 4,900,000.00
Lease security deposit paid 1,515,467.96
Principal and interest on lease liabilities
809,217.19 2,874,145.90
paid
Total 7,224,685.15 2,874,145.90
Changes in liabilities due to financing activities
Applicable □ Not applicable
Unit: RMB
Increase in the current period Decrease in the current period
Non-
Item Beginning balance Non-cash cash Ending balance
Cash changes Cash changes
changes chang
es
Short-term 333,976,350.0
3,736,901.47 192,581,557.03 145,131,694.44
borrowings 0
Long-term
144,820,511.42 25,693,122.83 4,511,712.61 175,025,346.86
loans
Lease liability 4,936,004.08 1,710,282.74 3,271,797.88 76,828,861.55
359,669,472.8
Total 149,756,515.50 9,958,896.82 370,878,701.77 221,960,555.99
3
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62. Supplementary information of cash flow statement
(1) Supplementary information of cash flow statement
Unit: RMB
Amount for the Amount in the
Supplementary information
current period previous period
1. Reconciliation of net profit to cash flows from operating activities
Net profit 111,440,466.92 81,319,463.85
Add: Provision for impairment of assets 1,761,281.86 3,474,846.19
Depreciation/consumption of fixed assets, oil and gas assets, and bearer
37,924,212.30 36,135,739.82
biological assets
Depreciation of right-of-use assets 6,481,996.22 2,992,203.84
Intangible asset amortization 1,178,005.72 318,457.10
Amortization of long-term deferred expenses 6,447,382.15 5,145,426.72
Losses on the disposal of fixed assets, intangible assets and other long-term
-59,110.10 -14,067.15
assets (gains to be listed with "-")
Losses from retirement of fixed assets (gains to be listed with “-”) 17,991.92 344.92
Losses from changes in fair value (gains to be listed with “-”) 12,008,283.18 1,592,750.24
Financial expenses (gains to be listed with “-”) 9,444,953.16 -2,420,165.35
Investment losses (gains to be listed with "-") -93,873,513.18 -33,372,099.57
Decrease in deferred tax assets (increase to be listed with "-") -29,318,423.66 -18,682.74
Increases in deferred tax liabilities (decrease to be listed with "-") 36,817,730.02 171,985.62
Decrease in inventories (increase to be listed with "-") -54,724,534.68 -91,706,958.29
-
Decrease in operating receivables (increase to be listed with "-") -102,166,911.92
109,076,820.34
Increase in operating items payable (decrease to be listed with "-") -3,519,816.37 53,489,810.85
Others
Net cash flow from operating activities -60,140,006.46 -51,967,764.29
2. Major investment and financing activities not related to cash deposit and withdrawal
Conversion of debt into capital
Current portion of convertible corporate bonds
Fixed assets acquired under financial leases 74,305,047.63
3. Net changes in cash and cash equivalents:
Ending balance of cash 160,223,387.69 391,406,829.36
Less: beginning balance of cash 391,406,829.36 211,655,585.86
Add: ending balance of cash equivalents
Less: beginning balance of cash equivalents
Net increase in cash and cash equivalents -231,183,441.67 179,751,243.50
(2) Net cash received from disposal of subsidiaries in the current period
Unit: RMB
Amount
Including:
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Less: cash and cash equivalents held by the subsidiary on the
6,527,338.78
date when the control is lost
Including:
Shenzhen SDG Huari Automobile Enterprise Co., Ltd. 6,527,338.78
Including:
Net cash received from the disposal of subsidiaries -6,527,338.78
(3) Composition of cash and cash equivalents
Unit: RMB
Item Ending balance Beginning balance
I. Cash 160,223,387.69 391,406,829.36
Including: cash on hand 17,215.98 25,673.67
Bank deposits ready for payment 120,361,253.61 381,593,235.55
Other monetary capital ready for
39,844,918.10 9,787,920.14
payment
III. Ending balance of cash and cash
160,223,387.69 391,406,829.36
equivalents
(4) Monetary funds not belonging to cash or cash equivalents
Unit: RMB
Amount in the previous Reasons for not belonging to
Item Amount for the current period
period cash and cash equivalents
Supervision funds for plot
Constrained supervision funds
project of industrial park 03 10,665,656.00
for upgrading projects
upgrading and reconstruction
Performance bond deposit 2,000,000.00 Performance bonds restricted
Deposits for gold leasing
Gold lease security deposit 51,000,666.67
business restricted
Futures and options account Deposits for gold futures
8,188,990.60 8,955,842.00
margin trading business restricted
Amount of judicial control 600,000.00 Judicial control
Make deposit interest 327,916.68 - Not actually received
Total 60,117,573.95 21,621,498.00
63. Foreign currency monetary items
(1) Foreign currency monetary items
Unit: RMB
Foreign currency ending Ending balance of converted
Item Conversion exchange rate
balance RMB
Cash at bank and on hand
Including: USD 9,855.92 7.0827 69,806.52
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EUR
HKD 32,246.93 0.9062 29,222.17
Accounts receivable
Including: USD
EUR
HKD
Long-term loans
Including: USD
EUR
HKD
Other receivables
Including: USD 205,381.99 7.0827 1,454,659.02
Other payables
Including: USD 12,481.28 7.0827 88,401.16
(2) The description of overseas operating entities, including main premises abroad, bookkeeping base
currency and selection basis to be disclosed for the important overseas operating entities; reasons shall
also be disclosed for the changed bookkeeping base currency.
□ Applicable Not applicable
64. Lease
(1) The Company as the leasee
Applicable □ Not applicable
Variable lease payments not included in the measurement of lease liabilities
□ Applicable Not applicable
Lease expenses for short-term leases or low-value assets that are simplified
□ Applicable Not applicable
(2) The Company as the lessor
Operating leases with the Company as the lessor
Applicable □ Not applicable
Unit: RMB
Including: incomes related to variable
Item Lease income lease payment which is not included in
the measurement of lease receipts
Lease 250,517,470.48 0.00
Total 250,517,470.48
Finance lease with the Company as the lessor
□ Applicable Not applicable
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Annual undiscounted lease receipts in the next five years
□ Applicable Not applicable
VIII. Changes in Consolidation Scope
1.Business merge under common control
2. Changes in consolidation scope for other reasons
Changes in the scope of consolidation due to other reasons (such as establishing new subsidiaries, liquidating subsidiaries) and
related information:
The Company had multiple communications with the Japanese shareholder before and after the expiration of the
business term of its subsidiary, SDG Huari, regarding SDG Huari's business term extension, equity transactions,
dissolution, and liquidation, but consensus was not reached on any of these issues. Under the circumstance that
the business term of SDG Huari has expired, and the Company and the Japanese shareholder could not set up a
liquidation team to carry out liquidation within fifteen days from the date of expiration of the business term of
SDG Huari, as the shareholder holding 60% equity of SDG Huari, the Company applied in October 2022 for the
appointment of a liquidation team designated by the People's Court to carry out compulsory liquidation of SDG
Huari according to Articles 180 and 183 of the Company Law of the People's Republic of China and Article 7
of the Provisions (II) of the Supreme People's Court on Several Issues Concerning the Application of the
Company Law of the People's Republic of China.
On December 21, 2022, the Shenzhen Qianhai Cooperation Zone People's Court in Guangdong Province issued
[2023] Y0391 QS No.9 Civil Ruling, deciding to accept the Company's application for liquidation against SDG
Huari.
On March 21, 2023, the Company received the Decision on Appointing a Liquidation Team ([2023] Y0391 QQ
No. 4) served by the Shenzhen Qianhai Cooperation Zone People's Court, which designated King & Wood
Mallesons Shenzhen Office as the SDG Huari Liquidation Team. The liquidation team reported its work to the
court, accepted the supervision of the court and creditors and shareholders of the Company, and exercised
various functions and powers in accordance with legal procedures during liquidation.
According to the relevant provisions of the Company Law, the liquidation team designated by the court shall be
responsible for safeguarding, sorting, and disposing of the liquidated company's assets during the liquidation
period, settling debts, and handling outstanding business until the final deregistration of the company. During
the liquidation period, Tellus Holding as a shareholder could no longer control the business decisions of SDG
Huari and could not unilaterally apply to the court to revoke the liquidation of SDG Huari. Therefore, after the
court appointed a liquidation group, Tellus Holding lost control over SDG Huari and should not include SDG
Huari in its consolidation scope unless there was significant influence.
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IX. Equity in Other Entities
1. Interests in subsidiaries
(1) Composition of the group
Unit: RMB
Princip Shareholding
Regist Acquis
al place Busin proportion
ered ition
Name of subsidiary Registered capital of ess
locati metho
busines nature Direct Indirect
on d
s
Shenzhen Tellus Xinyongtong Automobile Shenzh Shenz Com Establi
32,900,000.00 5.00% 95.00%
Development Co., Ltd. en hen merce shment
Shenzh Shenz Com Establi
Shenzhen Bao'an Shiquan Industry Co., Ltd. 2,000,000.00 100.00%
en hen merce shment
Shenzh Shenz Com Establi
Shenzhen SDG Tellus Real Estate Co., Ltd. 31,150,000.00 100.00%
en hen merce shment
Shenzhen Tellus Chuangying Technology Shenzh Shenz Com Establi
3,000,000.00 100.00%
Co., Ltd. en hen merce shment
Shenzhen Xinyongtong Motor Vehicle Shenzh Shenz Com Establi
9,607,800.00 51.00%
Inspection Equipment Co., Ltd. en hen merce shment
Shenzhen Automobile Industry and Trade Shenzh Shenz Com Establi
58,960,000.00 100.00%
Co., Ltd. en hen merce shment
Shenzhen Automobile Industry Supply and Shenzh Shenz Com Establi
11,110,000.00 100.00%
Marketing Company en hen merce shment
Shenzh Shenz Com Establi
Shenzhen Zhongtian Industry Co., Ltd. 366,221,900.00 100.00%
en hen merce shment
Shenzhen Huari Toyota Sales & Service Shenzh Shenz Com Establi
2,000,000.00 60.00%
Co., Ltd. en hen merce shment
Shenzhen Tellus Treasury Supply Chain Shenzh Shenz Com Establi
50,000,000.00 100.00%
Tech Co., Ltd. en hen merce shment
Shenzhen Jewelry Industry Service Co., Shenzh Shenz Com Establi
100,000,000.00 65.00%
Ltd. en hen merce shment
Shangh Shang Com Establi
Shanghai Fanyue Diamond Co., Ltd. 3,500,000.00 100.00%
ai hai merce shment
Shenzh Shenz Com Establi
Guorun Gold Shenzhen Co., Ltd. 200,000,000.00 36.00% 3.25%
en hen merce shment
Explanation of the fact that the shareholding percentage is different from proportion of votes in subsidiaries:
The shareholding proportion in Guorun Gold Shenzhen Co., Ltd.is different from the proportion of voting rights, and the basis for
holding half or less of the voting rights but still controlling the investee:
In June 2022, the Company cooperated with its subsidiaries Shenzhen Jewelry Industry Service Co., Ltd., Shenzhen HTI Group
Co., Ltd., Chow Tai Fook Jewellery Park (Wuhan) Co., Ltd., Chow Tai Seng Jewelry Co., Ltd., Beijing Caishikou Department
Store Co., Ltd. and Shenzhen ZHL Industrial Co., Ltd. to jointly invest in the establishment of Guorun Gold Shenzhen Co., Ltd.
Among them, the Company contributed RMB 72 million, with a shareholding ratio of 36%; Shenzhen Jewelry Industry Service
Co., Ltd., a subsidiary of the Company, contributed RMB 10 million, with a shareholding ratio of 5%; Shenzhen HTI Group Co.,
Ltd. held 10%, and other shareholders held 49% in total. The Company signed a concerted action agreement with Shenzhen HTI
Group Co., Ltd., stipulating that Shenzhen Hi-tech Investment Group Co., Ltd. shall maintain a consensus with the Company when
voting at the shareholders' meeting and the board of directors of Guorun Gold Shenzhen Co., Ltd. Therefore, the Company and its
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subsidiaries actually hold 51% of the voting rights of Guorun Gold Shenzhen Co., Ltd., and have control over Guorun Gold
Shenzhen Co., Ltd.
The basis for the Company's control over the investee when holding half or less of the voting rights and the Company's control
over the investee when holding more than half of the voting rights:
Basis for control over the important structured entities incorporated in consolidated scope:
Basis to determine the company is the agent or the principal:
(2) Important non-wholly-owned subsidiaries
Unit: RMB
Profit or loss
Shareholding Balance of
attributable to Dividends declared to
proportion of minority interests
Name of subsidiary minority minority shareholders
minority at the end of the
shareholders in in the current period
shareholders period
the current period
Shenzhen Huari Toyota Sales & Service
40.00% -8,910,086.07 -4,529,354.51
Co., Ltd.
Guorun Gold Shenzhen Co., Ltd. 60.75% -928,634.55 116,731,860.02
Notes on the difference between the shareholding percentage of minority shareholders of subsidiaries and the voting rights ratio:
(3) Main financial information of important non-wholly-owned subsidiaries
Unit: RMB
Ending balance Beginning balance
Name
of Curren Non- Curren Non-
Non- Total Non- Total
subsidi Curren Total t current Curren Total t current
current liabiliti current liabiliti
ary t assets assets liabiliti liabiliti t assets assets liabiliti liabiliti
assets es assets es
es es es es
Shenz
hen
Huari
Toyota 5,008 5,008 16,33 16,33 64,37 2,808 67,17 56,22 56,22
Sales ,846. ,846. 2,232 2,232 0,969 ,698. 9,668 7,839 7,839
& 45 45 .72 .72 .91 79 .70 .79 .79
Servic
e Co.,
Ltd.
Guoru
n Gold
401,4 7,409 408,8 205,9 4,935 210,9 308,5 3,459 311,9 110,4 2,076 112,5
Shenz
36,29 ,377. 45,67 97,33 ,809. 33,14 24,70 ,491. 84,19 66,34 ,712. 43,05
hen
6.18 22 3.40 7.37 24 6.61 5.19 14 6.33 0.68 32 3.00
Co.,
Ltd.
Unit: RMB
Amount incurred in the current period Amount incurred in the previous period
Name of Total Cash flows Total Cash flows
subsidiary Operating comprehen from Operating comprehen from
Net profit Net profit
revenue sive operating revenue sive operating
income activities income activities
Shenzhen 53,354,43 - - - 239,554,9 - - 6,742,295
Huari 3.99 22,275,21 22,275,21 15,594,71 92.87 232,597.3 232,597.3 .97
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Toyota 5.18 5.18 9.04 6 6
Sales &
Service
Co., Ltd.
Guorun
- - - - - -
Gold 1,492,021 328,034,4
1,528,616 1,528,616 182,332,5 558,856.6 558,856.6 107,590,9
Shenzhen ,725.24 04.58
.54 .54 52.52 7 7 34.59
Co., Ltd.
2. Equities in joint ventures or associates
(1) Important associates and joint ventures
Shareholding Accounting
Principal proportion methods for the
Registered Business
Name of joint venture or associate place of investment in
location nature
business Direct Indirect joint ventures
or associates
I. Joint ventures
Accounted for
Shenzhen Tellus-Gmond Investment Leasing
Shenzhen Shenzhen 50.00% under the
Co., Ltd. services
equity method
II. Associates
Accounted for
Shenzhen Renfu Tellus Automobiles Automobile
Shenzhen Shenzhen 35.00% under the
Service Co., Ltd. sales
equity method
Explanation of the fact that the shareholding percentage is different from the proportion of voting rights in joint ventures or
associates:
Basis for determining a shareholder holding less than 20% of the voting rights has significant influence, or a shareholder holding
20% or more of the voting rights does not have significant influence:
(2) Main financial information of important joint ventures
Unit: RMB
Ending balance / amount incurred in the Beginning balance / amount incurred in
current period the previous period
Shenzhen Tellus-Gmond Investment Co., Shenzhen Tellus-Gmond Investment Co.,
Ltd. Ltd.
Current assets 60,614,147.72 44,368,420.83
Including: cash and cash equivalents 59,631,516.56 42,326,853.66
Non-current assets 326,363,493.98 346,703,460.52
Total assets 386,977,641.70 391,071,881.35
Current liabilities 47,521,951.61 37,674,441.11
Non-current liabilities 240,954,000.00 259,110,000.00
Total liabilities 288,475,951.61 296,784,441.11
Minority shareholders' equity
Equity attributable to shareholders of the
98,501,690.09 94,287,440.24
parent company
Shares of net assets at the shareholding
49,250,845.05 47,143,720.12
percentage
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Adjustment matters
-Goodwill
-Unrealized profit of internal transaction
Others
Book value of equity investment in joint
49,250,845.05 47,143,720.13
ventures
Fair value of equity investment in joint
ventures with public offer
Operating revenue 114,967,524.80 102,987,695.69
Financial expenses 10,656,384.56 14,200,209.90
Income Tax Expense 11,463,999.39 10,548,286.43
Net profit 34,214,249.85 29,305,958.68
Net profit from discontinued operations
Other comprehensive income
Total comprehensive income 34,214,249.85 29,305,958.68
Dividends received from joint ventures
15,000,000.00 15,000,000.00
in the current year
(3) Major financial information of important associates
Unit: RMB
Ending balance / amount incurred in the Beginning balance / amount incurred in
current period the previous period
Shenzhen Renfu Tellus Automobiles Shenzhen Renfu Tellus Automobiles
Service Co., Ltd. Service Co., Ltd.
Current assets 167,519,575.18 206,438,043.83
Non-current assets 32,145,888.83 31,677,397.21
Total assets 199,665,464.01 238,115,441.04
Current liabilities 158,552,555.81 167,288,864.40
Non-current liabilities 1,231,962.74 14,598,723.35
Total liabilities 159,784,518.55 181,887,587.75
Minority shareholders' equity
Equity attributable to shareholders of the
39,880,945.46 56,227,853.29
parent company
Shares of net assets at the shareholding
13,958,330.91 19,679,748.68
percentage
Adjustment matters
-Goodwill
-Unrealized profit of internal transaction
Others
Book value of equity investments in
13,958,330.91 19,679,748.68
associates
Fair value of equity investment in
associates with public offer
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Operating revenue 1,023,951,420.71 1,088,150,561.97
Net profit 10,469,419.27 -18,782,486.31
Net profit from discontinued operations
Other comprehensive income
Total comprehensive income 10,469,419.27 -18,782,486.31
Dividends received from associates in
9,385,714.52 3,183,672.81
the current year
(4) Summary of financial information of unimportant joint ventures and associates
Unit: RMB
Ending balance / amount incurred in the Beginning balance / amount incurred in
current period the previous period
Joint ventures:
Total book value of investments 13,302,311.60 14,200,897.13
Total amount of the following items at
the shareholding percentage
-Net profit -898,585.53 748,674.78
-Total comprehensive income -898,585.53 748,674.78
Associates:
Total amount of the following items at
the shareholding percentage
(5) Excess losses incurred to joint ventures or associates
Unit: RMB
Unrecognized loss Unrecognized loss in the Unrecognized loss
Name of joint venture or
accumulated in the previous current period (or net profit accumulated at the end of the
associate
period shared in the current period) current period
Shenzhen Tellus Automobile
98,865.26 98,865.26
Service Chain Co., Ltd.
Shenzhen Yongtong Xinda
1,176,212.73 1,176,212.73
Testing Equipment Co., Ltd.
X. Government subsidies
1.Government subsidies recognized as receivable amount at the end of reporting period
□ Applicable Not applicable
Reasons for not receiving the estimated amount of government subsidies at the expected time point
□ Applicable Not applicable
(2) Liabilities projects with government subsidies
Applicable □ Not applicable
Unit: RMB
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Amount
included
in the Amount Other
Newly added
non- transferred to change Related to
Accounting Beginning subsidies in
operatin other incomes in s in the Ending balance assets/incom
subject balance the current
g income the current current es
period
in the period period
current
period
Deferred Related to
10,579,545.71 785,610.00 1,747,472.18 9,617,683.53
income assets
3. Government subsidies included in the current profits and losses
Applicable □ Not applicable
Unit: RMB
Accounting subject Amount incurred in the current period Amount incurred in the previous period
Other incomes 6,733,419.28 5,086,168.38
XI. Risks Related to Financial Instruments
1. Various risks arising from financial instruments
The major financial instruments of the Company include monetary capitals, notes receivable, accounts
receivable, other receivables, current portion of non-current assets, other current assets, trading financial assets,
other creditor's rights investment, other equity instrument investment, long-term receivables, accounts payable,
other payables, short-term borrowings, trading financial liabilities, current portion of non-current liabilities,
lease liabilities, and long-term payables. Details of each financial instrument of the Company are disclosed in
the notes related. Risks related to these financial instruments and risk management policies for reducing these
risks adopted by the Company are described as follows. The management of the Company manages and
monitors these risk exposures to ensure that the above risks are controlled in the limited scope.
Objectives and policies of risk management
The major risks that may be caused by the Company’s financial instruments include credit risk, liquidity risk,
and market risk (including exchange rate risk, interest rate risk, and commodity price risk).
The overall risk management plan of the Company strives to reduce the potential adverse effect to the financial
performance of the Company according to the unpredictability of financial market.
The Company has made proper risk management policies to identify and analyze all the risks faced by the
Company, to set up the acceptable risk level, and to design corresponding internal control procedures to monitor
the Company’s risk level. These risk management policies and related internal control systems will be reviewed
regularly to accommodate market conditions or changes in the Company's operating activities. The internal
audit department will also regularly or irregularly check whether the implementation of such internal control
systems complies with risk management policies.
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The Company diversifies the risk of financial instruments through appropriate diversified investments and
business combinations and reduces the risk of focusing on any single industry, specific region, or specific
counterparty by developing appropriate risk management policies.
(1) Credit risk
A credit risk is the risk of financial loss of the Company caused by the counterparty's failure to meet its
obligations in the contract.
The Company manages credit risks by classification. The credit risk mainly arises from deposit in bank, notes
receivable, accounts receivable, other receivables, long-term receivables, other debt investments, etc.
Bank deposits of the Company are mainly kept in state-owned banks and other large and medium-sized listed
banks, which are mainly deposited in financial institutions with good reputation and high credit ratings. It is
expected that there will be no significant credit risk for bank deposits of the Company. For notes receivable,
accounts receivable, other receivables, and long-term receivables, relevant policy is established by the Company
to control credit risk exposure. The Company evaluates customers' credit qualifications based on their financial
status, credit records and other factors such as current market conditions and sets corresponding credit periods.
The Company will monitor the credit record of the customer periodically. For customers with poor credit record,
measures such as written collection, shortening credit period or canceling the credit period will be adopted by
the Company, to ensure the overall credit risk being in the controllable scope.
The Company’s debtors of accounts receivable are customers distributed in different industries and
geographical area. The Company continuously performs credit assessment on the debtors and purchases credit
guarantee insurance when necessary.
The maximum credit risk exposure tolerable by the Company is the book amount of each of the financial assets
in the balance sheet. The Company does not provide any other guarantee that allows the Company to accept
credit risk.
For the accounts receivable of the Company, the accounts receivable from the five biggest debtors account for
43.23% of its total accounts receivable (2022: 31.21%); for other accounts receivable, the accounts receivable
from the five biggest debtors account for 47.55% of the total other accounts receivable (2022: 49.72%).
(2) Liquidity risks
The liquidity risk refers to the risk of shortage of funds arising from the performance of the Company's
obligations to settle by delivery of cash or other financial assets.
In the management of the liquidity risk, the Company monitors and maintains a level of cash and cash
equivalents deemed adequate by the management to finance the Company’s operations and mitigate the effect
of fluctuations in cash flows. The management of the Company monitors the utilization of bank loans and
ensures compliance with borrowing agreements. Meanwhile, the Company has obtained commitments from
major financial institutions in respect of provision of adequate reserve funds to meet the Company's liquidity
requirements in short and long terms.
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The sources of the Company’s working capital include funds generated from operating activities, bank loans
and other borrowings. At the end of the period, the unused bank borrowing limit of the Company was RMB 667
million (RMB 450 million at the end of the previous year).
At the end of the period, financial liabilities and off-balance sheet guaranteed items held by the Company are
analyzed as follows based on the expiration date of undiscounted remaining contract cash flow (unit: RMB
10,000):
Ending balance
Item Over 3
Within 1 year 1-2 years 2-3 years Total
years
Financial liabilities:
Short-term borrowings 14,513.17 14,513.17
Trading financial liabilities 5,688.20 5,688.20
Derivative financial liabilities 0.14 0.14
Accounts payable 13,583.44 13,583.44
Other payables 12,682.70 12,682.70
Current portion of non-current
1,066.04 1,066.04
liabilities
Lease liabilities 995.42 912.07 6,102.07 8,009.56
Long-term payables 392.02 392.02
Total financial liabilities and
47,533.69 995.42 912.07 6,494.09 55,935.27
contingent liabilities
At the end of the previous year, financial liabilities and off-balance sheet guaranteed items held by the
Company were analyzed as follows based on the expiration date of undiscounted remaining contract cash flow
(unit: RMB 10,000):
Ending balance of the previous year
Item Within 1
1-2 years 2-3 years Over 3 years Total
year
Financial liabilities:
Accounts payable 12,471.68 - - - 12,471.68
Other payables 10,518.03 - - - 10,518.03
Current portion of non-current liabilities 200.98 - - - 200.98
Long-term loans 694.87 907.01 1,024.18 18,356.71 20,982.77
Lease liabilities 26.84 - - - 26.84
Long-term payables - - - 392.02 392.02
Total financial liabilities and contingent
23,912.40 907.01 1,024.18 18,748.73 44,592.32
liabilities
The amounts of financial liabilities disclosed in the above table are undiscounted contractual cash flows and
may therefore differ from their carrying amounts in the balance sheet.
The maximum guarantee amount of the signed guarantee contract does not represent the amount to be paid.
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(3) Market risk
The market risk of financial instruments refers to the risk of fluctuation in fair value or future cash flow of
financial instruments due to market price development, including interest rate risk, exchange rate risk and other
price risk.
Interest rate risk
Interest rate risk refers to the risk that the fair value or future cash flows of financial instruments will fluctuate
due to changes in market interest rates. Interest rate risk can come from the recognized interest-bearing financial
instruments and unrecognized financial instruments (such as certain loan commitments).
The Company's interest rate risk mainly arises from long-term borrowings from banks, bonds payable, and other
long-term debts with interest. Due to financial liabilities with a floating interest rate, the Company faces cash
flow interest rate risk; due to financial liabilities with a fixed interest rate, the Company faces fair value interest
rate risk. The Company determines the ratio of fixed-rate and floating-rate contracts based on the current market
environment and maintains an appropriate combination of fixed-rate and floating-rate instruments by regular
reviewing and monitoring.
The Company keeps an eye on the effect of the fluctuation in interest rates on its interest rate risk. At present,
the Company does not take any interest rate hedging strategy. However, the management is responsible for
monitoring interest rate risks and will consider hedging significant interest rate risks when necessary. The
increase in interest rates will increase the cost of new interest-bearing debts and the Company’s unpaid interest
expense on interest-bearing debts accrued at floating interest rates, which will have a significant adverse effect
on the Company’s financial results. The management will duly make adjustments according to the latest market
conditions. These adjustments may reduce interest rate risks via interest rate swaps.
For financial instruments held on the balance sheet date that expose the Company to fair value interest rate risk,
the impact of net profit and shareholders' equity in the above sensitivity analysis is the impact after re-
measurement of the above financial instruments according to the new interest rate assuming that the interest rate
on the balance sheet date changes. For floating rate non-derivative instruments held on the balance sheet date
that expose the Company to cash flow interest rate risk, the impact of net profit and shareholders' equity in the
above sensitivity analysis is the impact of the above interest rate changes on the estimated annual interest
expenses or income. The previous year's analysis was based on the same assumption and methodology.
Exchange rate risk
Exchange rate risk refers to the risk of fluctuations in the fair value or future cash flow of financial instruments
due to changes in foreign exchange rates. Exchange rate risk may come from financial instruments valued at a
foreign currency other than the bookkeeping base currency.
The main business of the Company is conducted in China and settled in RMB. Therefore, the Company believes
that the exchange rate risk faced is not significant.
The Company keeps an eye on the effect of the fluctuation in exchange rates on its exchange rate risk. At
present, the Company does not take any action to avoid the exchange rate risk. However, the management is
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responsible for monitoring exchange rate risks and will consider hedging significant interest rate risks when
necessary.
Capital management
The objective of the Company’s capital management policy is to guarantee the going concern of the Company
to provide returns to shareholders and bring benefits to other parties concerned, and to maintain the best capital
structure to reduce capital cost.
To maintain or adjust the capital structure, the Company may adjust the financing method and the amount of
dividends paid to shareholders, return capital to shareholders, issue new shares and other equity instruments, or
sell assets to reduce liabilities.
The Company monitors capital structure based on the asset-liability ratio (i.e. total liabilities divided by total
assets). At the end of the period, the Company's asset-liability ratio is 27.99% (25.80% at the end of the
previous year).
2. Hedging
(1) The Company conducts hedging business for risk management
Applicable □ Not applicable
In order to avoid the risk of changes in fair value of gold raw materials held by them (i.e. the hedged risk), the
subsidiaries of the Company, Guorun Gold Shenzhen Co., Ltd. and Shenzhen Tellus Treasury Supply Chain
Tech Co., Ltd., analyzed the expected purchase transactions of gold raw materials based on the number of gold
bars booked and invested by customers and used hedging instruments such as deferred delivery contracts for
spot gold of Shanghai Gold Exchange, gold futures contracts of Shanghai Futures Exchange, and exchange gold
options on this basis. In this way, the risk of gold product price decline caused by the sharp drop in gold price
can be avoided. Guorun Gold, a subsidiary of the Company, formulated the Hedging Transaction Management
Guidelines, which clearly stipulates the approval authority, operation process, and risk control for the Company
to carry out hedging business. The hedge is a fair value hedge and the accounting period specified for the
hedging relationship is from January 1, 2023 to December 31, 2023.
The approval procedures for the Company to use its own funds to carry out hedging business comply with
relevant national laws, regulations, and the Articles of Association. The gold deferred transaction hedging
business carried out to avoid fluctuations in gold prices is conducive to controlling operational risks and
improving the Company's ability to resist market fluctuations.
(2) The Company carries out eligible hedging business and applies hedge accounting
The book value of the hedged items and related adjustments are as follows:
Year 2023
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Accumulated amount of Changes in the
Listed items
hedging adjustment for fair fair value of
of the
Book value of hedged items value of hedged items hedged items
balance
(included in the book value of used as a basis
Item sheet
hedged items) for recognizing
including
an invalid
hedged
Assets Liabilities Assets Liabilities portion of
items
hedges in 2023
Commodity
price risk- 85,802,395.07 - 442,847.41 - Inventory -
inventories
Year 2022
Accumulated amount of Changes in the
hedging adjustment for fair Listed fair value of
Book value of hedged items value of hedged items (included items of the hedged items
in the book value of hedged balance used as a basis
Item items) sheet for
including recognizing an
hedged invalid portion
Assets Liabilities Assets Liabilities
items of hedges in
2022
Commodity
price risk- 78,647,998.02 - 543,878.09 - Inventory -
inventories
Changes in the book value and fair value of hedging instruments are as follows:
Year 2023
Book value of hedging instruments Changes in the fair
Listed items of value of hedging
Nominal amount
the balance instruments used
of hedging
Item sheet including as a basis for
instruments Assets Liabilities hedging recognizing an
instruments invalid portion of
hedges in 2023
Commodity Derivative
price risk- 85,802,395.07 298,320.00 1,380.00 financial -
inventories assets/liabilities
Year 2022
Book value of hedging instruments Changes in the
fair value of
Listed items of
Nominal amount hedging
the balance
of hedging instruments used
Item sheet including
instruments Assets Liabilities as a basis for
hedging
recognizing an
instruments
invalid portion of
hedges in 2022
Commodity Derivative
price risk- 78,647,998.02 - 489,360.00 financial -
inventories liabilities
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Note: The void part of the hedge mainly comes from the basis risk, the risk of supply and demand
changes in the spot or futures market and other uncertainty risks in the spot or futures market. The
amount of void hedges recognised in the current and previous years is not material.
(3) The Company carries out hedging business for risk management and expects to achieve the risk management objectives,
but does not apply hedge accounting
□ Applicable Not applicable
3. Financial assets
(1) Classification of transfer modes
□ Applicable Not applicable
(2) Financial assets derecognized due to transfer
□ Applicable Not applicable
(3) Financial assets transferred for continuous involvement
□ Applicable Not applicable
XII. Disclosure of Fair Value
1. Ending fair value of the assets and liabilities measured at fair value
Unit: RMB
Ending fair value
Item Level 3 fair
Level 1 fair value Level 2 fair value
value Total
measurement measurement
measurement
I. Continuous fair value measurement -- -- -- --
(I) Trading financial assets 131,495,916.67 74,799,015.27 206,294,931.94
1. Financial assets at fair value through profit
131,495,916.67 74,799,015.27 206,294,931.94
or loss
(2) Investment in equity instruments 74,799,015.27 74,799,015.27
(4) Structured deposits and financial products 131,495,916.67
(VI) Derivative financial assets 298,320.00 298,320.00
1. Hedging instruments 298,320.00 298,320.00
(VII) Other debt investments 67,627,948.60 67,627,948.60
1. Large-denomination certificate of deposit 67,627,948.60 67,627,948.60
(IX) Other equity instrument investments 383,317.67 383,317.67
(X) Hedged items 85,802,395.07 85,802,395.07
Total amount of assets continuously measured
86,100,715.07 199,123,865.27 75,182,332.94 360,406,913.28
at fair value
(VII) Specified as financial liabilities at fair
56,881,954.76 56,881,954.76
value through profit or loss
(1) Gold leasing 56,881,954.76 56,881,954.76
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(VIII) Derivative financial liabilities 1,380.00 1,380.00
1. Hedging instruments 1,380.00 1,380.00
Total amount of liabilities continuously
56,883,334.76 56,883,334.76
measured at fair value
II. Non-continuous fair value measurement -- -- -- --
2. Basis for determining the market price of items subject to continuous and non-continuous level 1 fair
value measurement
Level 1: Quotations for the same assets or liabilities in active markets (unadjusted).
The Company designates the financial liabilities measured at fair value through profit or loss as the physical
gold leasing business from banks by the Company. There is an active market for gold (i.e. Shanghai Gold
Exchange), and the Shanghai Gold Exchange publishes the closing price of gold contract transactions on each
trading day. At the end of the period, the Company uses the closing price published by the Shanghai Gold
Exchange on the last trading day as the basis for determining the market price.
The hedged items of the Company are gold product inventories, and the hedging instruments are
assets/liabilities arising from changes in the fair value of gold futures contracts and gold spot deferred
settlement contracts held by the Company. The Company determines the fair value based on the public
quotations of gold spot transactions and futures transactions of Shanghai Gold Exchange and Shanghai Futures
Exchange.
3. Qualitative and quantitative information about valuation techniques and key parameters of items
subject to continuous and non-continuous level 2 fair value measurement
Level 2: Observable input values other than market quotations for assets or liabilities in level 1 are used directly
(i.e. price) or indirectly (i.e. derived from price).
The trading financial assets held by the Company are bank financial products with one-year principal
guaranteed floating income, and their fair value is determined based on discounted future cash flows calculated
at an agreed expected rate of return. There is no material difference between the fair value and book cost of
other non-current financial assets held by the Company.
Relevant information on level 2 fair value measurement
Content Ending fair value Valuation technique Input value
Derivative
instrument:
Derivative financial Discounted cash flow
-- Expected interest rate
assets method
Derivative financial Discounted cash flow
-- Expected interest rate
liabilities method
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4. Qualitative and quantitative information about valuation techniques and key parameters of items
subject to continuous and non-continuous level 3 fair value measurement
5. Information on adjustment between beginning book value and ending book value of items subject to
continuous level 3 fair value measurement and sensitivity analysis of unobservable parameters
Level 3: Any input value (unobservable input value) that is not based on observable market data is used for
assets or liabilities.
Equity instrument investments are measured by the Company based on the investment cost as a reasonable
estimate of the fair value, because the operating environment, operating conditions, and financial conditions of
the investee, China PUFA Machinery Industry Co., Ltd., have not changed significantly.
Quantitative information of significant unobservable input values used in level 3 fair value measurement
Ending fair Valuation Unobservable input Range (weighted
Content
value technique value average)
Equity instrument
investment:
Unlisted equity
investment 383,317.67 Net assets N/A N/A
6. Reasons for transfer and the policies applicable at the time of transfer for items subject to continuous
fair value measurement and having transferred between levels in the current period
In this year, the fair value measurement of financial assets and financial liabilities of the Company did not
transfer between Level 1 and Level 2, or transfer into or out of Level 3.
The fair value of financial instruments traded in the active market shall be determined as per the quotation in the
active market by the Company; that of financial instruments not traded in the active market shall be determined
by using valuation techniques. The valuation models used are mainly the discounted cash flow model and the
market comparable company model. The input values of valuation techniques mainly include the risk-free
interest rate, benchmark interest rate, exchange rate, credit point difference, liquidity premium, discount for lack
of liquidity, etc.
XIII. Related Parties and Related Transactions
1. Information of the parent company
Shareholding Votes proportion
Name of the parent Registered proportion of the of the parent
Business nature Registered capital
company location parent company to company to the
the Company Company
Shenzhen Special Real estate
Economic Zone development and
Shenzhen RMB 617,940.60 48.81% 49.09%
Development operation,
Group Co., Ltd. domestic
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commerce
Information of the parent company
Shenzhen Special Economic Zone Development Group Co., Ltd. (hereinafter referred to as "SDG Group") was
established on June 20 1982 with the investment of the State-owned Assets Supervision and Management
Commission of Shenzhen Municipal People's Government. The Company now holds a business license with a
unified social credit code of 91440300192194195C, and a registered capital of RMB 617,940.60. The reason for
the inconsistency between the proportion of voting rights and the shareholding ratio of SDG Group in the
Company is that SDG Group has carried out the refinancing securities lending business.
The ultimate controlling party of the Company is the State-owned Assets Supervision and Management
Commission of Shenzhen Municipal People’s Government.
2. Information of the subsidiaries of the Company
For details of the Company's subsidiaries, please refer to Note IX.1.
3. Information of the joint ventures and associates of the Company
The important joint ventures or associates of the Company are detailed in Note IX. 2.
The information on other joint ventures or associates that produced balance by conducting related-party transactions with the
Company in the current period or in the earlier period is shown as follows:
Name of joint ventures or associates Relationship with the Company
Shenzhen Tellus Xinyongtong Automobile Service Co., Ltd. Associate
Shenzhen Tellus Automobile Service Chain Co., Ltd. Associate
Shenzhen Yongtong Xinda Testing Equipment Co., Ltd. Associate
Shenzhen Xiandao New Materials Co., Ltd. Associate
Shenzhen Telixing Investment Co., Ltd. Joint venture
4. Information of other related parties
Name of other related parties Relationship between other related parties and the Company
Shenzhen SDG Microfinance Co., Ltd. Controlled subsidiary of the parent company
Shenzhen SDG Tiane Industrial Co., Ltd. Controlled subsidiary of the parent company
Shenzhen Machinery & Equipment Import & Export Co., Ltd. Controlled subsidiary of the parent company
Shenzhen SDG Real Estate Co., Ltd. Controlled subsidiary of the parent company
Hongkong Yujia Investment Limited Controlled subsidiary of the parent company
Shenzhen SDG Engineering Management Co., Ltd. Controlled subsidiary of the parent company
Shenzhen Tellus Yangchun Real Estate Co., Ltd. Controlled subsidiary of the parent company
Shenzhen Longgang Tellus Real Estate Co., Ltd. Controlled subsidiary of the parent company
Shenzhen SDG Tellus Property Management Co., Ltd. Controlled subsidiary of the parent company
Shenzhen SDG Service Co., Ltd. Controlled subsidiary of the parent company
Shenzhen Wahlai Decoration & Furniture Co., Ltd. Associate of the parent company
Gu Zhiming Key management personnel
Enterprise subject to significant impact by key management
Shenzhen Zhigu Jinyun Technology Co., Ltd.
personnel
Shenzhen ZHL Industrial Co., Ltd. Minority shareholder of important subsidiaries
Enterprise controlled by the minority shareholder of important
Shenzhen Niubisi Jewelry Trading Co., Ltd.
subsidiaries
Enterprise controlled by the minority shareholder of important
Shenzhen Yuepengjin Jewelry Co., Ltd.
subsidiaries
Enterprise controlled by the minority shareholder of important
Shenzhen Yuepengjin E-commerce Co., Ltd.
subsidiaries
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Guoren Property & Casualty Insurance Co., Ltd. Controlling subsidiary of the actual controlling shareholder
Shenzhen SDG Huari Automobile Enterprise Co., Ltd. Subsidiary previously controlled within 12 months
5. Information of related transactions
(1) Related transactions of purchase/sales of commodities and rendering/receiving of labor services
Information on purchase of commodities/receipt of labor services
Unit: RMB
Exceeding
Content of Amount Approved the Amount incurred
Related parties related party incurred in the transaction transaction in the previous
transaction current period amount amount or period
not
Receiving
16,915,283.9
Shenzhen SDG Service Co., Ltd. labor 18,160,000.00 No 10,354,683.50
2
services
Receiving
Shenzhen SDG Tellus Property
labor 2,130,623.04 3,400,000.00 No 3,148,143.25
Management Co., Ltd.
services
Receiving
Shenzhen ZHL Industrial Co., Ltd. labor 3,023,066.13 No 1,032,213.33
services
Shenzhen Zhigu Jinyun Technology Purchasing
56,492.11 No 16,814.16
Co., Ltd. commodities
Receiving
Shenzhen Yuepengjin Jewelry Co.,
labor 173,547.82 No 631,540.56
Ltd.
services
Receiving
Shenzhen SDG Engineering
labor 1,314,123.15 2,000,000.00 No 2,384,060.38
Management Co., Ltd.
services
Shenzhen Zhigu Jinyun Technology Software
990,566.01 No
Co., Ltd. usage fee
Guoren Property & Casualty Insurance Purchasing
414,886.00 No
Co., Ltd. services
Information on sales of commodities/provision of labor services
Unit: RMB
Content of related party Amount incurred in Amount incurred in the
Related parties
transaction the current period previous period
Beijing Caishikou Department Store Co.,
Sales of commodities 2,832,890.26
Ltd.
Shenzhen Niubisi Jewelry Trading Co., Ltd. Rendering labor services 2,615,621.84 1,309,102.16
Shenzhen ZHL Industrial Co., Ltd. Rendering labor services 274,809.68
Shenzhen Yuepengjin E-commerce Co., Ltd. Sales of commodities 105,249,451.43 26,848,858.40
Shenzhen SDG Service Co., Ltd. Rendering labor services 3,251,252.21 8,500.10
Shenzhen SDG Microfinance Co., Ltd. Rendering labor services 161,205.24 202,126.23
Shenzhen Yuepengjin Jewelry Co., Ltd. Rendering labor services 368,035.44
Shenzhen Zhigu Jinyun Technology Co.,
Rendering labor services 566.04
Ltd.
Shenzhen Zhongminglong Investment Co.,
Rendering labor services 8,490.60
Ltd.
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(2) Information of related lease
The Company as the lessor:
Unit: RMB
Lease income recognized in Lease income recognized in
Name of the lessee Type of leasing assets
the current period the previous period
Shenzhen Renfu Tellus
Automobiles Service Co., House leasing 5,190,476.11 5,190,476.19
Ltd.
Shenzhen SDG Service Co.,
House leasing 99,521.16 1,962,815.40
Ltd.
Shenzhen SDG Tellus
Property Management Co., House leasing 158,518.11 38,262.91
Ltd.
Shenzhen SDG Microfinance
House leasing 1,020,346.44 1,069,279.56
Co., Ltd.
Shenzhen Yongtong Xinda
House leasing 32,000.04 16,000.00
Testing Equipment Co., Ltd.
Shenzhen Yuepengjin Jewelry
House leasing 1,886,387.76
Co., Ltd.
Shenzhen Zhigu Jinyun
House leasing 7,428.58
Technology Co., Ltd.
Shenzhen Zhongminglong
House leasing 52,231.80
Investment Co., Ltd.
Shenzhen Yuepengjin Jewelry
Advertising space leasing 15,428.57
Co., Ltd.
(3) Remuneration of key management personnel
Unit: RMB
Item Amount incurred in the current period Amount incurred in the previous period
Remuneration of key management
5,756,900.00 8,381,400.00
personnel
6. Receivables and payables by related parties
(1) Receivables
Unit: RMB
Ending balance Beginning balance
Project Name Related parties
Book balance Bad debt provision Book balance Bad debt provision
Beijing Caishikou
Accounts
Department Store 656,267.50 6,562.68
receivable
Co., Ltd.
Shenzhen Niubisi
Accounts
Jewelry Trading Co., 246,015.46 2,460.15 666,979.53 6,669.80
receivable
Ltd.
Shenzhen SDG Tellus
Accounts
Property Management 127.66 1.28 5,362.00 53.62
receivable
Co., Ltd.
Accounts Shenzhen SDG
142,112.35 1,421.12 355,565.61 3,555.66
receivable Microfinance Co.,
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Ltd.
Accounts Shenzhen Yuepengjin
1,401,995.50 14,019.96
receivable Jewelry Co., Ltd.
Shenzhen SDG
Engineering
Prepayments 21,226.42 6,900.00
Management Co.,
Ltd.
Shenzhen SDG Tellus
Other receivables 23,852.64 23,852.64 23,852.64 23,852.64
Electronics Co., Ltd.
Shenzhen Tellus
Other receivables Automobile Service 1,360,390.00 1,360,390.00 1,360,390.00 1,360,390.00
Chain Co., Ltd.
Shenzhen Xiandao
Other receivables New Materials Co., 660,790.09 660,790.09 660,790.09 660,790.09
Ltd.
Shenzhen Tellus
Xinyongtong
Other receivables 114,776.33 114,776.33 114,776.33 114,776.33
Automobile Service
Co., Ltd.
Shenzhen SDG
Liming
Other receivables 2,886.00 2,886.00 2,886.00 2,886.00
Optoelectronics
(Group) Co., Ltd.
Shenzhen SDG Tellus
Other receivables Property Management 33,318.36 1,473.18 16,959.19 409.59
Co., Ltd.
Shenzhen Yongtong
Other receivables Xinda Testing 531,882.24 531,882.24 531,882.24 531,882.24
Equipment Co., Ltd.
Shenzhen Telixing
Other receivables 259,566.39 2,595.66 37,608.61 376.09
Investment Co., Ltd.
Shenzhen ZHL
Other receivables 2,607,443.00 26,074.43 10,000.00 100.00
Industrial Co., Ltd.
Shenzhen Tellus
Long-term
Automobile Service 6,146,228.91 6,146,228.91 6,146,228.91 6,146,228.91
receivables
Chain Co., Ltd.
(2) Payables
Unit: RMB
Period-beginning book
Project Name Related parties Period-end book balance
balance
Shenzhen SDG Real Estate
Accounts payable 6,054,855.46 6,054,855.46
Co., Ltd.
Shenzhen Machinery &
Accounts payable Equipment Import & Export 45,300.00 45,300.00
Co., Ltd.
Shenzhen SDG Tellus
Accounts payable Property Management Co., 336,533.57 336,533.57
Ltd.
Shenzhen ZHL Industrial Co.,
Accounts payable 212,993.43 235,873.17
Ltd.
Shenzhen Yuepengjin Jewelry
Accounts payable 20,680.00 31,300.00
Co., Ltd.
Shenzhen Wahlai Decoration
Accounts payable 334,493.34 432,712.27
& Furniture Co., Ltd.
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Shenzhen SDG Service Co.,
Accounts payable 3,368,791.51 1,654,014.40
Ltd.
Shenzhen SDG Engineering
Accounts payable 79,000.00 2,568,038.46
Management Co., Ltd.
Shenzhen Zhigu Jinyun
Accounts payable 53,714.23
Technology Co., Ltd.
Shenzhen SDG Engineering
Advances from customers 21,226.42
Management Co., Ltd.
Shenzhen SDG Microfinance
Other payables 237,804.66 237,804.66
Co., Ltd.
Shenzhen SDG Service Co.,
Other payables 40,992.00 25,596.00
Ltd.
Shenzhen Torch Spark Plug
Other payables 2,000.00
Industry Co., Ltd.
Shenzhen Yongtong Xinda
Other payables 5,602.99 5,602.99
Testing Equipment Co., Ltd.
Shenzhen Tellus Automobile
Other payables 800.00
Service Chain Co., Ltd.
Shenzhen Renfu Tellus
Other payables Automobiles Service Co., 833,334.00 833,334.00
Ltd.
Shenzhen SDG Tellus
Other payables Property Management Co., 15,841.59 145,043.21
Ltd.
Shenzhen Special Economic
Other payables Zone Development Group 3,000.00 12,345,594.94
Co., Ltd.
Shenzhen Tellus Yangchun
Other payables 476,217.49 476,217.49
Real Estate Co., Ltd.
Shenzhen Machinery &
Other payables Equipment Import & Export 1,554,196.80 1,575,452.52
Co., Ltd.
Shenzhen Wahlai Decoration
Other payables 401,140.08 16,933.72
& Furniture Co., Ltd.
Shenzhen SDG Engineering
Other payables 149,338.46 40,000.00
Management Co., Ltd.
Shenzhen SDG Huari
Other payables Automobile Enterprise Co., 11,436,392.71
Ltd.
Hongkong Yujia Investment
Other payables 2,146,404.58 2,164,650.90
Limited
Shenzhen SDG Tiane
Other payables 23,930.50 28,766.05
Industrial Co., Ltd.
Shenzhen Longgang Tellus
Other payables 1,095,742.50 1,095,742.50
Real Estate Co., Ltd.
XIV. Commitments and Contingencies
1. Important commitments
Important commitments existing on the balance sheet date
(1) Capital commitment
Capital commitments contracted but not yet recognized Ending balance of the
Ending balance
in the financial statements previous year
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Large-amount contract - 70,136,870.42
As of December 31, 2023, there are no other commitments that the Company should disclose.
2. Contingencies
(1) Important contingencies existing on the balance sheet date
As of December 31, 2023, the Company has no pending litigation, external guarantee, and other contingencies
that shall be disclosed.
(2) In case of no important contingencies to be disclosed, a description shall be given
The Company has no important contingencies to be disclosed.
XV. Events after the Balance Sheet Date
1. Profit distribution
Number of dividends per 10 shares to be distributed (RMB) 0.31
Number of dividends per 10 shares declared after deliberation
0.31
and approval (RMB)
According to the proposal passed in the tenth
meeting of the tenth Board of Directors of the
Company on March 26, 2024, regarding the "Proposal
on the Profit Distribution Plan for the Year 2023",
the Company intends to distribute a cash dividend
of CNY 0.31 (including tax) for every 10 shares to
Profit distribution scheme
all shareholders, based on the total share capital
of 431,058,320 shares as of December 31, 2023. The
total cash dividend distribution amounted to
CNY13,362,807.92. There will be no bonus shares
issued and no capital reserve converted into share
capital for the current year.
2. Descriptions for other events after the balance sheet date
As of March 26, 2024, the Company has no other events after the balance sheet date that shall be disclosed.
XVI. Other Significant Matters
1. Segment information
(1) Determination basis and accounting policy of reporting segments
According to the Company's internal organizational structure, management requirements, and internal reporting
system, the business of the Company is divided into four reporting segments. These reporting segments are
determined based on the financial information required by the Company's daily internal management. The
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Group's management regularly evaluates the operating results of these reporting segments to determine the
allocation of resources to them and evaluate their performance.
The reporting segments of the Company include:
(1) Vehicle sales, 4S point sales of vehicles;
(2) Vehicle maintenance and detection, 4S point detection and maintenance of vehicles;
(3) Leasing and services, real estate and commercial real estate leasing;
(4) Jewelry sales and services, wholesale and retail of gold jewelry.
The segment reporting information is disclosed according to the accounting policy and measurement standard
adopted when each segment reports to the management, and the accounting policy and measurement basis are in
correspondence with those of formulating financial statements.
(2) Financial information of reporting segments
Unit: RMB
Vehicle
Jewelry
Automobile inspection, Leasing and Inter-segment
Item wholesale and Total
sales maintenance, services offset
retail services
and testing
Operating 1,542,157,106
42,638,840.47 13,368,747.52 253,392,431.36 -4,818,284.38 1,846,738,841.89
revenue .92
Operating 1,514,872,121
38,385,230.69 11,719,946.94 86,694,475.52 -3,334,574.66 1,648,337,199.60
cost .11
Total 556,167,028.1
2,556,702.58 22,617,624.69 2,961,749,798.55 -1,139,239,469.55 2,403,851,684.45
assets 8
Total 275,873,585.5
7,136,866.99 29,654,180.14 730,703,499.74 -370,588,365.99 672,779,766.43
liabilities 5
XVII. Notes to Major Items of the Parent Company’s Financial Statements
1. Accounts receivable
(1) Disclosure by account receivable age
Unit: RMB
Account receivable age Period-end book balance Period-beginning book balance
Within 1 year (inclusive) 22,182,052.01 146,990.82
1-2 years 124,487.53
Over 3 years 488,163.08 488,163.08
Over 5 years 488,163.08 488,163.08
Total 22,794,702.62 635,153.90
(2) Disclosure by bad debt accrual method
Unit: RMB
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Ending balance Beginning balance
Book balance Bad debt provision Book balance Bad debt provision
Type Provisio Book Provisio Book
Proporti n value Proporti n value
Amount Amount Amount Amount
on proporti on proporti
on on
Account
s
receivab
le with
provisio 484,803 484,803 484,803 484,803
2.13% 100.00% 76.33% 100.00%
n for bad .08 .08 .08 .08
debts
made on
a single
basis
Includ
ing:
Account
s
receivab
le for
which 22,309, 229,707 22,080, 150,350 3,149.9 147,200
97.87% 1.03% 23.67% 2.10%
provisio 899.54 .30 192.24 .82 1 .91
n for bad
debts is
made by
portfolio
Includ
ing:
Includin
g:
account 22,309, 229,707 22,080, 150,350 3,149.9 147,200
97.87% 1.03% 23.67% 2.10%
receivab 899.54 .30 192.24 .82 1 .91
le age
portfolio
22,794, 714,510 22,080, 635,153 487,952 147,200
Total 100.00% 3.13% 100.00% 76.82%
702.62 .38 192.24 .90 .99 .91
Provision for bad debts is accrued on an individual basis:
Unit: RMB
Beginning balance Ending balance
Name Bad debt Bad debt Provision Reasons for
Book balance Book balance
provision provision proportion provision
Long account
Shenzhen receivable age,
Bijiashan Club 172,000.00 172,000.00 172,000.00 172,000.00 100.00% and expected to
Co., Ltd. be
unrecoverable
Long account
receivable age,
Gong Yanqing 97,806.64 97,806.64 97,806.64 97,806.64 100.00% and expected to
be
unrecoverable
Guangzhou 86,940.00 86,940.00 86,940.00 86,940.00 100.00% Long account
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Tianhe Lemin receivable age,
Computer and expected to
Center be
unrecoverable
Long account
receivable age,
Others 128,056.44 128,056.44 128,056.44 128,056.44 100.00% and expected to
be
unrecoverable
Total 484,803.08 484,803.08 484,803.08 484,803.08
Withdraw of provision for bad debts: account receivable age portfolio
Unit: RMB
Ending balance
Name
Book balance Bad debt provision Provision proportion
Within 1 year 22,182,052.01 221,802.92 1.00%
1-2 years 124,487.53 6,224.38 5.00%
2-3 years
Over 3 years 3,360.00 1,680.00 50.00%
Total 22,309,899.54 229,707.30
Whether to accrue bad debt provision of accounts receivable according to expected credit loss:
Applicable □ Not applicable
Unit: RMB
Stage I Stage II Stage III
Expected credit loss Expected credit loss
Bad debt provision Expected credit loss in over the lifetime (no over the lifetime (credit Total
the next 12 months credit impairment impairment has
occurred) occurred)
Balance as of January
3,149.91 484,803.08 487,952.99
1, 2023
Balance as of January
1, 2023 in the current
period
Accrual in the current
226,557.39 226,557.39
period
Balance as of
229,707.30 484,803.08 714,510.38
December 31, 2023
(3) Bad debt provision provided, recovered, or reversed in the current period
Bad debt provision provided in the reporting period:
Unit: RMB
Amount changed in the current period
Beginning Accounts
Type recovered or Ending balance
balance Accrual Write-off Others
transferred
back
Bad debt
487,952.99 226,557.39 714,510.38
provision
Total 487,952.99 226,557.39 714,510.38
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(4) Accounts receivable and contractual assets with top five ending balance collected as per the borrowers
Unit: RMB
Ending balance of
bad debt
Proportion in total
Ending Ending balance of proportion of
ending balance of
Ending balance of balance of accounts accounts
Company Name accounts
accounts receivable contract receivable and receivable and
receivable and
assets contract assets impairment
contractual assets
provision of
contractual assets
Shenzhen Southwest
Gold Management 2,046,208.16 2,046,208.16 8.98% 20,462.08
Center Co., Ltd.
Chow Sang Sang
1,935,060.54 1,935,060.54 8.49% 19,350.61
(China) Co., Ltd.
Shenzhen Helin
1,286,721.23 1,286,721.23 5.64% 12,867.21
Bijouterie Co., Ltd.
Zhongbao Jinyuan
(Shenzhen) Industrial 1,203,415.57 1,203,415.57 5.28% 12,034.16
Development Co., Ltd.
Shenzhen Xinyufu
631,483.95 631,483.95 2.77% 6,314.84
Jewelry Co., Ltd.
Total 7,102,889.45 7,102,889.45 31.16% 71,028.90
2. Other receivables
Unit: RMB
Item Ending balance Beginning balance
Dividends receivable 1,305,581.86 1,852,766.21
Other receivables 46,126,945.18 3,114,221.75
Total 47,432,527.04 4,966,987.96
(1) Dividends receivable
1) Category of dividends receivable
Unit: RMB
Project (or the investee) Ending balance Beginning balance
China Pufa Machinery Industry Co., Ltd. 1,305,581.86 1,852,766.21
Total 1,305,581.86 1,852,766.21
2) Dividends receivable of important account receivable age of over 1 year
Unit: RMB
Whether impairment
Project (or the Reason for non- has occurred and the
Ending balance Account receivable age
investee) recovery basis for determining
impairment
China Pufa Machinery The financial and
1,305,581.86 1-2 years Not paid yet
Industry Co., Ltd. operating conditions of
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the Company are
normal, and the
dividends receivable
are not impaired.
Total 1,305,581.86
(2) Other receivables
1) Classification of other receivables by nature
Unit: RMB
Nature of payment Period-end book balance Period-beginning book balance
Other temporary payments of receivables 15,738,436.97 14,255,119.76
Deposits and security deposits 1,774,070.79 46,698.00
Concerned intercourse funds within the
42,400,084.74 2,474,015.88
consolidation scope of receivables
Total 59,912,592.50 16,775,833.64
(2) Disclosure by account receivable age
Unit: RMB
Account receivable age Period-end book balance Period-beginning book balance
Within 1 year (inclusive) 43,614,137.53 2,416,319.22
1-2 years 1,937,642.51 655,714.30
2-3 years 643,606.04 25,867.36
Over 3 years 13,717,206.42 13,677,932.76
3-4 years 39,273.66
Over 5 years 13,677,932.76 13,677,932.76
Total 59,912,592.50 16,775,833.64
3) Classified and disclosed according to the method for recognizing bad debt
Unit: RMB
Ending balance Beginning balance
Book balance Bad debt provision Book balance Bad debt provision
Type Provisio Book Provisio Book
Proporti n value Proporti n value
Amount Amount Amount Amount
on proporti on proporti
on on
Provisio
n for bad
debts
13,644, 13,644, 13,631, 13,631,
recogniz 22.77% 100.00% 81.26% 100.00%
641.06 641.06 234.76 234.76
ed
individu
ally
Includ
ing:
Provisio 46,267, 77.23% 141,006 0.30% 46,126, 3,144,5 18.74% 30,377. 0.97% 3,114,2
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n for bad 951.44 .26 945.18 98.88 13 21.75
debt
reserves
on a
portfolio
basis
Includ
ing:
Agin
2,093,7 72,610. 2,021,1 617,774 7,028.1 610,745
g 3.49% 3.47% 3.68% 1.14%
95.91 51 85.40 .03 3 .90
portfolio
Portfolio
of
deposit
and 1,774,0 68,395. 1,705,6 46,698. 23,349. 23,349.
2.96% 3.86% 0.28% 50.00%
security 70.79 75 75.04 00 00 00
deposit
receivab
le
Curr
ent
accounts
associate
42,400, 42,400, 2,480,1 2,480,1
d within 70.77% 14.78%
084.74 084.74 26.85 26.85
the
consolid
ation
scope
59,912, 13,785, 46,126, 16,775, 13,661, 3,114,2
Total 100.00% 23.01% 100.00% 81.44%
592.50 647.32 945.18 833.64 611.89 21.75
Provision for bad debts made on a portfolio basis
Unit: RMB
Ending balance
Name
Book balance Bad debt provision Provision proportion
Aging portfolio 2,093,795.91 72,610.51 3.47%
Portfolio of deposit and
1,774,070.79 68,395.75 3.86%
security deposit receivable
Current accounts
associated within the 42,400,084.74
consolidation scope
Total 46,267,951.44 141,006.26
Accrue bad debt provision of accounts receivable according to expected credit loss:
Unit: RMB
Stage I Stage II Stage III
Expected credit loss Expected credit loss
Bad debt provision Expected credit loss in over the lifetime (no over the lifetime (credit Total
the next 12 months credit impairment impairment has
occurred) occurred)
Balance as of January
30,377.13 13,631,234.76 13,661,611.89
1, 2023
Balance as of January
1, 2023 in the current
period
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Accrual in the current
110,629.13 110,629.13
period
Other changes 13,406.30 13,406.30
Balance as of
141,006.26 13,644,641.06 13,785,647.32
December 31, 2023
Division basis at each stage and proportion of bad debt provision accrual
Changes of book balance with significant amount changed of loss provision in the reporting period
□ Applicable Not applicable
4) Bad debt provision provided, recovered or reversed in the current period
Bad debt provision provided in the reporting period:
Unit: RMB
Amount changed in the current period
Beginning Accounts
Type recovered or Write-off or Ending balance
balance Accrual Others
transferred verification
back
Bad debt 13,661,611.8 13,785,647.3
110,629.13 13,406.30
provision 9 2
13,661,611.8 13,785,647.3
Total 110,629.13 13,406.30
9 2
5) Other receivables of the top five ending balances by the owing party
Unit: RMB
Account Proportion to Ending balance of
Nature of
Company Name Ending balance receivable ending balance of provision for bad
payment
age other receivables debts
Internal
Shenzhen Tellus Treasury
current 40,051,509.11 0-2 years 66.85%
Supply Chain Tech Co., Ltd.
accounts
Shenzhen Zhonghao (Group) Intercourse Over 3
5,000,000.00 8.35% 5,000,000.00
Co., Ltd. funds years
Shenzhen Jinbeili Electric Intercourse Over 3
2,706,983.51 4.52% 2,706,983.51
Appliance Co., Ltd. funds years
Internal
Shenzhen Jewelry Industry
current 2,275,281.59 0-2 years 3.80%
Service Co., Ltd.
accounts
Shenzhen Petrochemical Intercourse Over 3
1,923,910.07 3.21% 1,923,910.07
(Group) Co., Ltd. funds years
Total 51,957,684.28 86.73% 9,630,893.58
3. Long-term equity investment
Unit: RMB
Ending balance Beginning balance
Item Provision for Provision for
Book balance Book value Book balance Book value
impairment impairment
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Investments in 696,131,539. 694,175,539. 786,245,472. 784,289,472.
1,956,000.00 1,956,000.00
subsidiaries 12 12 73 73
Investments in
86,298,649.8 76,511,487.5 90,811,528.2 81,024,365.9
associates and 9,787,162.32 9,787,162.32
9 7 6 4
joint ventures
782,430,189. 11,743,162.3 770,687,026. 877,057,000. 11,743,162.3 865,313,838.
Total
01 2 69 99 2 67
(1) Investments in subsidiaries
Unit: RMB
Changes in the current period
Beginning Ending Ending
Beginning Addition Provisions
balance of balance balance of
Investee balance (book al Reduced for
impairment Others (book impairment
value) investm investment impairmen
provision value) provision
ent t
Shenzhen
SDG Tellus 31,152,88
31,152,888.87
Real Estate 8.87
Co., Ltd.
Shenzhen
Tellus
Chuangyin 11,000,000 3,000,000
14,000,000.00
g .00 .00
Technolog
y Co., Ltd.
Shenzhen
Tellus
Xinyongto
ng 54,789, 2,883,644
57,672,885.22
Automobil 240.96 .26
e
Developme
nt Co., Ltd.
Shenzhen
Zhongtian 369,680,522.9 369,680,5
Industry 0 22.90
Co., Ltd.
Shenzhen
Automobil
126,251,071.5 126,251,0
e Industry
7 71.57
and Trade
Co., Ltd.
Shenzhen
SDG Huari
Automobil 19,224,692
19,224,692.65
e .65
Enterprise
Co., Ltd.
Shenzhen
Huari
Toyota 1,807,411
1,807,411.52
Sales & .52
Service
Co., Ltd.
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Shenzhen
Xinyongto
ng Motor
5,100,000. 4,900,000
Vehicle 10,000,000.00
00 .00
Inspection
Equipment
Co., Ltd.
Shenzhen
Tellus
Treasury 50,000,00
50,000,000.00
Supply 0.00
Chain Tech
Co., Ltd.
Shenzhen
Hanli High
1,956,000 1,956,000
Tech
.00 .00
Ceramics
Co., Ltd.
Shenzhen
Jewelry
32,500,00
Industry 32,500,000.00
0.00
Service
Co., Ltd.
Guorun
Gold 72,000,00
72,000,000.00
Shenzhen 0.00
Co., Ltd.
784,289,472.7 1,956,000 35,324,692 54,789, 694,175,5 1,956,000
Total
3 .00 .65 240.96 39.12 .00
(2) Investments in associates and joint ventures
Unit: RMB
Changes in the current period
Invest
Beginn ment
Adjust Ending
Beginn ing gains Cash
ments Ending balanc
ing balanc and divide
in balanc e of
Investe balanc e of Additi Reduc losses Chang nd or Provisi
other e impair
e e impair onal ed recogn es in profit ons for
compr Others (book ment
(book ment invest invest ized other declare impair
ehensi value) provisi
value) provisi ment ment under equity d to ment
ve on
on the distrib
incom
equity ute
e
metho
d
I. Joint ventures
Shenz
hen
Tellus-
Gmon 47,14 17,10 15,00 49,25
d 3,720 7,124 0,000 0,845
Invest .13 .93 .00 .06
ment
Co.,
Ltd.
232
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Shenz
hen
Telixin
14,20 - 13,30
g
0,897 898,5 2,311
Invest
.13 85.53 .60
ment
Co.,
Ltd.
61,34 16,20 15,00 62,55
Subtot
4,617 8,539 0,000 3,156
al
.26 .40 .00 .66
II. Associates
Shenz
hen
Renfu
Tellus 19,67 3,664 9,385 13,95
Autom 9,748 ,296. ,714. 8,330
obiles .68 75 52 .91
Servic
e Co.,
Ltd.
Hunan
Chang
1,810 1,810
yang
,540. ,540.
Industr
70 70
ial Co.,
Ltd.
Shenz
hen
Jieche
3,225 3,225
ng
,000. ,000.
Electro
00 00
nics
Co.,
Ltd.
Shenz
hen
Xianda
4,751 4,751
o New
,621. ,621.
Materi
62 62
als
Co.,
Ltd.
Shenz
hen
Tellus
Autom
obile
Servic
e
Chain
Co.,
Ltd.
19,67 9,787 3,664 9,385 13,95 9,787
Subtot
9,748 ,162. ,296. ,714. 8,330 ,162.
al
.68 32 75 52 .91 32
Total 81,02 9,787 19,87 24,38 76,51 9,787
233
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4,365 ,162. 2,836 5,714 1,487 ,162.
.94 32 .15 .52 .57 32
Whether the recoverable amount is determined according to the net amount with fair value deducting disposal expenses
□ Applicable Not applicable
Whether the recoverable amount is determined according to the present value of the expected future cash flow
□ Applicable Not applicable
Reasons for the apparent inconsistency between the aforementioned information and the information or external information used
in the impairment test of previous years
Reasons for the apparent inconsistency between the information adopted by the Company's impairment test in previous years and
the actual situation in that year
4. Operating revenue and operating cost
Unit: RMB
Amount incurred in the current period Amount incurred in the previous period
Item
Revenue Cost Revenue Cost
Principal business 86,993,917.15 39,689,422.24 39,568,530.33 10,680,130.69
Total 86,993,917.15 39,689,422.24 39,568,530.33 10,680,130.69
Other descriptions
Information related to transaction value assigned to residual performance obligations:
The amount of revenue corresponding to performance obligations of contracts signed but not performed or not fully performed yet
is RMB 0.00 at the period-end, among which RMB XXX is expected to be recognized in the year of XXX, RMB XXX in the year
of XXX, and RMB XXX in the year of XXX.
Major contract changes or major transaction price adjustments
Unit: RMB
Item Accounting treatment method Amount of impact on income
Other notes:
5. Investment income
Unit: RMB
Item Amount incurred in the current period Amount incurred in the previous period
Long-term equity investment income
69,369,094.20 244,000,000.00
accounted by the cost method
Income from long-term equity
investments calculated by the equity 19,872,836.15 10,897,171.28
method
Investment income from holding trading
3,132,190.40 10,967,191.55
financial assets
Dividend income from investments in
other equity instruments during the 1,305,581.86
holding period
Interest income from large-denomination
4,921,596.99
certificates of deposit
Profit from re-measurement of residual
equity at fair value after loss of the right 67,398,061.79
of control
234
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Total 164,693,779.53 267,169,944.69
XVIII. Supplementary Information
1. Breakdown of non-recurring profit or loss of the current period
Applicable □ Not applicable
Unit: RMB
Item Amount Description
Gains from the remeasurement at fair
Profit or loss from disposal of non-
69,475,478.10 value of the remaining equity following
current assets
the loss of control over a subsidiary
Government grants recognized in the
current gains and losses (excluding
government grants related to the
Company's normal operating activities, Subsidies under the government's
6,476,027.99
compliant with national policies, enjoyed preferential policies for enterprises
based on established standards, and
having a continuous impact on the
Company's gains and losses)
Gains or losses on the fair value changes
of financial assets and financial liabilities After the loss of control of the
held by non-financial enterprises, as well subsidiary, the fair value change loss of
as gains or losses on the disposal of -9,882,368.06 the remaining equity is reassessed at the
financial assets and financial liabilities, end of the year,,as well as investment
excluding effective hedging related to the income
Company's normal operating activities.
Reversal of impairment provisions for
Recovery of provisions for accrued
accounts receivable tested for 150,000.00
impairments
impairment separately
Other non-operating revenues and Liquidated damages, forfeited deposits,
2,089,529.20
expenses other than the above etc.
Other gains or losses conforming to the
definition of non-recurring gains or -36,363,757.77 Staff resettlement expenses, etc.
losses
Less: Effect on income tax 13,674,541.65
Effect on minority equity (after-tax) -9,598,055.82
Total 27,868,423.63 --
Other gains or losses conforming to the definition of non-recurring gains or losses:
□ Applicable Not applicable
The Company has no other gains or losses conforming to the definition of non-recurring gains or losses.
Explanation on defining the non-recurring gains or losses set out in the Explanatory Announcement No. 1 on Information
Disclosure for Companies Offering Securities to the Public — Non-Recurring Gains or Losses as recurring gains or losses
□ Applicable Not applicable
2. Return on net assets and earnings per share
Profit during the reporting Weighted average return on Earnings per share
period net assets Basic earnings per share Diluted earnings per share
235
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(RMB/share) (RMB/share)
Net profit attributed to
ordinary shareholders of the 7.59% 0.2743 0.2743
Company
Net profit attributed to
ordinary shareholders of the
Company after deducting 5.80% 0.2097 0.2097
non-recurring profits and
losses
3. Difference in accounting data under domestic and foreign accounting rules
(1) Differences in net profits and net assets in the financial reports disclosed simultaneously according to
the International Accounting Standards and Chinese Accounting Standards
□ Applicable Not applicable
(2) Differences in net profits and net assets in the financial reports disclosed simultaneously according to
the foreign accounting standards and Chinese Accounting Standards
□ Applicable Not applicable
(3) Specify the reasons for differences in accounting data under domestic and foreign accounting
standards; if the adjustment is made to data audited by the overseas audit firm, specify the name of such
audit firm
236
