ShenZhen Tellus Holding Co., Ltd. The 1st Quarterly Report for 2010(Full Text) 1 ShenZhen Tellus Holding Co., Ltd. The First Quarterly Report 2010 (Full Text) §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 period Gains and losses from the disposal of non-current asset 159,668.23ShenZhen Tellus Holding Co., Ltd. The 1st Quarterly Report for 2010(Full Text) 2 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 1st Quarterly Report for 2010(Full Text) 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 1st Quarterly Report for 2010(Full Text) 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. Securitie s 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 1st Quarterly Report for 2010(Full Text) 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 §4. Appendix 4.1 Balance sheet Prepared by ShenZhen Tellus Holding Co., Ltd. March 31, 2010 Unit: RMB Balance at period-end Balance at year-begin Items Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 63,554,619.33 333,564.11 77,376,177.95 401,503.65 Settlement provisions Capital lent Transaction finance asset Notes receivable Accounts receivable 10,878,297.60 8,813,731.55 Accounts paid in advance 12,327,189.33 17,878,392.46 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 21,703,973.66 26,672,786.78 22,274,103.75 31,532,451.36 Purchase restituted finance asset Inventories 28,866,255.09 18,373,999.23 Non-current asset due within one year Other current assetsShenZhen Tellus Holding Co., Ltd. The 1st Quarterly Report for 2010(Full Text) 6 Total current assets 137,330,335.01 27,006,350.89 144,716,404.94 31,933,955.01 Non-current assets: Granted loans and advances Finance asset available for sales 1,884,817.00 1,884,817.00 1,849,330.80 1,849,330.80 Held-to-maturity investment 121,300.00 121,300.00 Long-term account receivable Long-term equity investment 134,028,033.54 361,550,839.83 132,105,433.54 359,628,239.83 Investment property 117,589,894.66 67,038,660.36 118,899,698.41 67,779,964.32 Fixed assets 180,074,345.97 20,802,839.92 182,074,577.00 21,029,852.07 Construction in progress Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 208,046.76 208,046.76 219,921.75 219,921.75 Expense on Research and Development Goodwill Long-term expenses to be apportioned 1,768,039.99 267,388.61 1,688,268.91 150,979.02 Deferred income tax asset 29,812,182.30 13,072,248.59 29,812,182.30 13,072,248.59 Other non-current asset Total non-current asset 465,486,660.22 464,824,841.07 466,770,712.71 463,730,536.38 Total assets 602,816,995.23 491,831,191.96 611,487,117.65 495,664,491.39 Current liabilities: Short-term loans 47,711,348.86 22,907,571.86 52,418,922.86 22,907,571.86 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable Accounts payable 35,754,506.09 1,554.00 32,734,686.58 1,554.00 Accounts received in advance 1,285,417.63 1,561,591.32 Selling financial asset of repurchase Commission charge and commission payable Wage payable 7,810,679.68 2,616,439.78 9,128,110.35 2,658,235.89 Taxes payable 7,291,347.35 289,663.74 9,656,230.96 278,658.81 Interest payableShenZhen Tellus Holding Co., Ltd. The 1st Quarterly Report for 2010(Full Text) 7 Dividend payable Other accounts payable 106,969,048.65 201,664,106.51 113,143,361.92 209,034,610.53 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within 1 year 8,160,000.00 8,160,000.00 Other current liabilities Total current liabilities 214,982,348.26 227,479,335.89 226,802,903.99 234,880,631.09 Non-current liabilities: Long-term loans 99,660,000.00 54,000,000.00 95,700,000.00 49,000,000.00 Bonds payable Long-term account payable 3,920,160.36 3,920,160.36 Special accounts payable Projected liabilities 87,568,728.57 87,568,728.57 87,568,728.57 87,568,728.57 Deferred income tax liabilities 2,415,939.89 393,524.95 2,415,939.89 393,524.95 Other non-current liabilities Total non-current liabilities 193,564,828.82 141,962,253.52 189,604,828.82 136,962,253.52 Total liabilities 408,547,177.08 369,441,589.41 416,407,732.81 371,842,884.61 Owner’s equity (or shareholders’equity): Paid-in capital (or share capital) 220,281,600.00 220,281,600.00 220,281,600.00 220,281,600.00 Capital public reserve 7,757,301.36 5,792,020.08 7,839,688.31 5,874,407.03 Less: Inventory shares Reasonable reserve Surplus public reserve 2,952,586.32 2,952,586.32 2,952,586.32 2,952,586.32 Provision of general risk Retained profit -61,591,345.43 -106,636,603.85 -60,387,273.82 -105,286,986.57 Balance difference of foreign currency translation Total owner’s equity attributable to parent company 169,400,142.25 122,389,602.55 170,686,600.81 123,821,606.78 Minority interests 24,869,675.90 24,392,784.03 Total owner’s equity 194,269,818.15 122,389,602.55 195,079,384.84 123,821,606.78 Total liabilities and owner’s equity 602,816,995.23 491,831,191.96 611,487,117.65 495,664,491.39 4.2 Profit statement Prepared by ShenZhen Tellus Holding Co., Ltd. Jan.-Mar. 2010 Unit: RMB Amount in this period Amount in last period Items Consolidation Parent Company Consolidation Parent CompanyShenZhen Tellus Holding Co., Ltd. The 1st Quarterly Report for 2010(Full Text) 8 I. Total operating income 109,939,790.76 3,002,805.46 94,679,334.58 3,039,363.19 Including: Operating income 109,939,790.76 3,002,805.46 94,679,334.58 3,039,363.19 Interest income Insurance gained Commission charge and commission income II. Total operating cost 112,418,168.59 6,213,422.74 102,476,984.43 5,301,921.97 Including: Operating cost 92,909,659.20 972,581.20 79,515,375.80 956,854.20 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 876,949.46 156,145.89 865,690.58 158,046.89 Sales expenses 5,944,185.25 4,903,947.49 Administration expenses 10,243,858.74 3,931,721.30 14,781,345.70 3,049,575.38 Financial expenses 2,443,515.94 1,152,974.35 2,410,624.86 1,137,445.50 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 1,861,000.00 1,861,000.00 -947,253.00 -947,253.00 Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) -617,377.83 -1,349,617.28 -8,744,902.85 -3,209,811.78 Add: Non-operating income 173,645.46 1,093,836.91 Less: Non-operating expense 5,247.64 10,260.00 9,990.00 Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with “-”) -448,980.01 -1,349,617.28 -7,661,325.94 -3,219,801.78 Less: Income tax 278,199.73 80,902.56 V. Net profit (Net loss is listed with “-”) -727,179.74 -1,349,617.28 -7,742,228.50 -3,219,801.78 Net profit attributable to owner’s equity of parent company -1,204,071.61 -1,349,617.28 -7,799,504.02 -3,219,801.78ShenZhen Tellus Holding Co., Ltd. The 1st Quarterly Report for 2010(Full Text) 9 Minority shareholders’ gains and losses 476,891.87 57,275.52 VI. Earnings per share i. Basic earnings per share -0.0055 -0.0354 ii. Diluted earnings per share -0.0055 -0.0354 VII. Other consolidated income -82,386.95 -82,386.95 297,121.24 297,121.24 VIII. Total consolidated income -809,566.69 -1,432,004.23 -7,445,107.26 -2,922,680.54 Total consolidated income attributable to owners of parent company -1,286,458.56 -1,432,004.23 -7,502,382.78 -2,922,680.54 Total consolidated income attributable to minority shareholders 476,891.87 57,275.52 4.3 Cash flow statement Prepared by ShenZhen Tellus Holding Co., Ltd. Jan.-Mar. 2010 Unit: RMB Amount in this period Amount in last period Items Consolidation Parent Company Consolidation Parent Company I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services 115,824,661.36 248,596.98 102,385,184.18 262,540.40 Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Net increase of insured savings and investment Net increase of disposal of transaction financial asset Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax received 24,014.06 Other cash received concerning operating activities 19,390,026.66 6,202,196.79 37,702,015.23 18,311,204.46 Subtotal of cash inflow arising from operating activities 135,214,688.02 6,450,793.77 140,111,213.47 18,573,744.86 Cash paid for purchasing commodities and receiving 104,964,430.03 73,352,172.34ShenZhen Tellus Holding Co., Ltd. The 1st Quarterly Report for 2010(Full Text) 10 labor service Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and workers 13,984,416.79 3,032,018.45 18,361,195.22 2,400,121.27 Taxes paid 4,838,458.84 529,004.08 4,197,862.87 465,583.41 Other cash paid concerning operating activities 26,752,027.76 7,124,510.63 33,555,144.57 797,389.77 Subtotal of cash outflow arising from operating activities 150,539,333.42 10,685,533.16 129,466,375.00 3,663,094.45 Net cash flows arising from operating activities -15,324,645.40 -4,234,739.39 10,644,838.47 14,910,650.41 II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income Net cash received from disposal of fixed, intangible and other long-term assets 15,500.00 2,360.00 360.00 Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing activities 15,500.00 2,360.00 360.00 Cash paid for purchasing fixed, intangible and other long-term assets 302,676.00 18,097.00 208,998.00 Cash paid for investment 117,873.15 117,873.15 48,000.00 Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing activities 420,549.15 135,970.15 256,998.00 Net cash flows arising from investing activities -405,049.15 -135,970.15 -254,638.00 360.00 III. Cash flows arising from financing activities Cash received fromShenZhen Tellus Holding Co., Ltd. The 1st Quarterly Report for 2010(Full Text) 11 absorbing investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries Cash received from loans 6,000,000.00 6,000,000.00 17,200,000.00 Cash received from issuing bonds Other cash received concerning financing activities 41,755.68 52,456.52 Subtotal of cash inflow from financing activities 6,041,755.68 6,000,000.00 17,252,456.52 Cash paid for settling debts 2,540,000.00 1,000,000.00 25,772,206.30 14,600,000.00 Cash paid for dividend and profit distributing or interest paying 1,593,619.75 697,230.00 1,065,495.13 268,690.40 Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities 190,460.00 Subtotal of cash outflow from financing activities 4,133,619.75 1,697,230.00 27,028,161.43 14,868,690.40 Net cash flows arising from financing activities 1,908,135.93 4,302,770.00 -9,775,704.91 -14,868,690.40 IV. Influence on cash and cash equivalents due to fluctuation in exchange rate 946.28 43.28 V. Net increase of cash and cash equivalents -13,821,558.62 -67,939.54 615,441.84 42,363.29 Add: Balance of cash and cash equivalents at the period -begin 72,376,177.95 401,503.65 39,674,670.71 585,403.42 VI. Balance of cash and cash equivalents at the period -end 58,554,619.33 333,564.11 40,290,112.55 627,766.71 4.4 Auditor’report Auditor’s opinions: Un-audited Chairman of the Board: Zhang Ruili Board of Directors of ShenZhen Tellus Holding Co., Ltd. April 28, 2010