ShenZhen Tellus Holding Co., Ltd. The First Quarterly Report 2010 1 Stock Code: 000025, 200025 Short Form of Stock: Tellus A, Tellus B No.: 2010-009 ShenZhen Tellus Holding Co., Ltd. The First Quarterly Report 2010 §1. Important Notes 1.1 Board of Directors and the Supervisory Committee of ShenZhen Tellus Holding Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. 1.2 The First Quarterly Financial Report of 2010 has not been audited by CPAs. 1.3 Chairman of the Board of the Company Zhang Ruili, General Manager Cheng Peng, Chief Financial Officer Fu Bin, General Manager of Planning and Financing Department Ke Wensheng hereby confirm that the Financial Report of the First Quarterly Report is true and complete. §2. Company Profile 2.1 Main accounting highlights and financial indexes Unit: RMB At the end of the report period At the period-end of the last year Changes of increase/decrease (%) Total assets (RMB) 602,816,995.23 611,487,117.65 -1.42% Owners’ equity attributable to shareholders of the listed company (RMB) 169,400,142.25 170,686,600.81 -0.75% Share capital (Share) 220,281,600.00 220,281,600.00 Net asset per share attributable to shareholders of listed company (RMB/Share) 0.769 0.775 -0.77% In the report period The same period of last year Changes of increase/decrease (%) Total operating income (RMB) 109,939,790.76 94,679,334.58 16.12% Net profit attributable to shareholders of the listed company (RMB) -1,204,071.61 -7,799,504.02 84.56% Net cash flow arising from operating activities (RMB) -15,324,645.40 10,644,838.47 -243.96% Net cash flow arising from operating activities per share (RMB/Share) -0.070 0.048 -245.83% Basic earnings per share (RMB/Share) -0.0055 -0.0354 84.46% Diluted earnings per share (RMB/Share) -0.0055 -0.0354 84.46% Weighted average return on equity (%) -0.71% -4.88% 4.17% Weighted average return on equity after deducting non-recurring gains and losses (%) -0.81% -5.57% 4.76% Items of non-recurring gains and losses Amount from year-begin to the end of report periodShenZhen Tellus Holding Co., Ltd. The First Quarterly Report 2010 2 Gains and losses from the disposal of non-current asset 159,668.23 Other non-operating income and expenditure except for the aforementioned items 8,729.59 Total 168,397.82 Explanations on items of significant non-recurring gains and losses Naught 2.2 Total number of shareholders at the end of the report period and shares held by the top ten shareholders with unrestricted conditions Unit: Share Total number of shareholders at the end of report period 15,909 Particulars about the shares held by the top ten tradable shareholders with unrestricted conditions Full name of shareholder Amount of tradable shares with unrestricted conditions held at the end of report period Type of shares SHENZHEN SDG CO., LTD. 145,870,560 RMB ordinary shares ZHOU XUE QING 1,285,357 RMB ordinary shares WU CHU 767,472 RMB ordinary shares ZHOU JIAN FENG 487,500 RMB ordinary shares THE FISRT SHANGHAI SECURITIES CO., LTD. 466,200 Domestically listed foreign shares China Southern Fund Management Co., Ltd.-Everbright- Tactic Assets Allocation No.1 Assets Management Plan 462,589 RMB ordinary shares ZHANG ZI BIN 444,839 RMB ordinary shares HE XING 442,300 Domestically listed foreign shares YE YING 440,000 RMB ordinary shares FAN XIAO HAN 412,490 RMB ordinary shares §3. Significant Events 3.1 Particulars about material changes in items of main accounting statement and financial index, and explanations of reasons √Applicable □InapplicableShenZhen Tellus Holding Co., Ltd. The First Quarterly Report 2010 3 Items March 31, 2010 Dec. 31, 2009 Change scope Explanation Account paid in advance 12,327,189.33 17,878,392.46 -31.05% Prepaid account for purchasing automobiles dealt the settlement procedure Inventories 28,866,255.09 18,373,999.23 57.10% Increase in inventory commercial automobiles Tax payable 7,291,347.35 9,656,230.96 -24.49% Paid taxes Items Jan. to Mar. 2010 Jan. to Mar. 2009 Change scope Explanation Operation income 109,939,790.76 94,679,334.58 16.12% Increase in automobiles sales business Administrative expense 10,243,858.74 14,781,345.70 -30.70% Compensation expense for rescinding employee contract occurred in the same period of last year Investment income 1,861,000.00 -947,253.00 296.46% Increase in profits of shareholding enterprise in the report period Non-operating income 173,645.46 1,093,836.91 -84.13% Gains from debts restructurings in the same period of last year Income tax 278,199.73 80,902.56 243.87% Increase in profits of subsidiaries Net profit -727,179.74 -7,742,228.50 90.61% Increase in income and decrease in cost expense Net value of cash flow arising from operating activities -15,324,645.40 10,644,838.47 -243.96% Cash received from other operating activities received in the report period decreased over the same period of last year Net value of cash flow arising from investing activities -405,049.15 -254,638.00 -59.07% Purchase and constructed fixed assets and allotted shares of China Merchants Bank in the report period Net value of cash flow arising from financing activities 1,908,135.93 -9,775,704.91 119.52% Bank loan increased in the report period 3.2 Analysis and explanation of significant events and their influence and solutions □Applicable √Inapplicable 3.3 Implementations of commitments by the Company, shareholders and actual controller √Applicable □Inapplicable Item of Commitments Promisee Content of commitments Implementation Commitments for Share Merger Reform Shenzhen SDG Co., Ltd. To effectively boost the core management level and business backbones for long, SDG would take out its shares, not exceeding 10% in total number after the Share Merger Reform, and apply them to the boost of the administration level. The shares would be sold to the Company’s administrative level over 3 years, with the selling price being the net asset value per share audited during the period nearest to the implementation. Before the implementation of the promoting plan by share selling each year, the administration level must prepay the Company a risk responsibility fund, i.e. 20% of Under the implementationShenZhen Tellus Holding Co., Ltd. The First Quarterly Report 2010 4 the planned selling price; Should the work of the performance examination set by the Board failed to be finished, the paid risk responsibility fund would not be refunded and shall be owned by the Company. Detailed rules concerning the limitations on the administration level, such as the subscription conditions and risk responsibility fund, and boost plans would be set by the Board and submitted to relevant departments for approval. The implementation of the shares for promoting would be conducted strictly according to relevant laws and regulations, and the circulation conditions of these shares would be in conformity with relevant regulations set by the Shenzhen Stock Exchange. Commitments for share restricted trade N/A N/A N/A Commitments made in Acquisition Report or Reports on Change in Interests N/A N/A N/A Commitments made in Material Assets Reorganization N/A N/A N/A Commitments made in issuing N/A N/A N/A Other commitments (including additional commitments) N/A N/A N/A 3.4 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason □Applicable √Inapplicable 3.5 Other significant events which need explanations 3.5.1 Particulars about securities investment √Applicable □Inapplicable Unit: RMB No. Securities kinds Stock code Short form of the stock Initial investment amount (RMB) Amount held (Share) Book value at period-end (RMB) Total investment proportion of securities in period-end (%) Gains and losses in report period (RMB) 1 Stock 600036 China Merchants Bank 178,454.20 115,775.00 1,884,817.00 100.00% 0.00 Other stock investment held at the end of report period 0.00 - 0.00 0.00% 0.00 Gain/loss of the sold securities investment in the report period - - - - 0.00 Total 178,454.20 - 1,884,817.00 100% 0.00ShenZhen Tellus Holding Co., Ltd. The First Quarterly Report 2010 5 Explanations on securities investment In March 2010, China Merchants Bank allotted to A-stock shareholders with the proportion of bonus 1.3 shares for each 10 shares. The Company holds its 102,456 shares and obtained allotted shares of 13,319, the amount of holding shares was 115,775 in the report period. 3.5.2 Registration form for receiving research, communication and interview in the report period In the report period, there were no receptions from the investors such as spot research, telephone communications and written enquiries. 3.5.3 Particulars about the explanations on other significant events □Applicable √Inapplicable 3.6 Particulars about derivatives investment □Applicable √Inapplicable 3.6.1 Particulars about derivatives investment held at the end of report period □Applicable √Inapplicable