深圳市特力(集团)股份有限公司 SHENZHEN TELLUS HOLDING CO.,LTD Full Text of Semi-Annual Report 2010 4 August 2010CONTENTS I. IMPORTTANT NOTICE __________________________________________________ II.CORPORATE BASIC INFORAMTION _____________________________________ III. CHANGES IN SHARE CAPITAL AND MAJOR SHAREHOLDES’ SHAREHOLDING IV . DIRECTORS, SUPERVISORS AND SENIOR MA NAGEMENT _______________ V . THE BOARD OF DIRECTORS’ REPROT _________________________________ VI . SIGNIFICANT EVENTS ________________________________________________ VII . FINANCIAL REPORT (UN-AUDITED) __________________________________ VIII .DOCUMENTS FOR REFERENCE _______________________________________I. IMPOTANT NOTICE Board of Directors, Supervisory Committee of Shenzhen Tellus Holdings Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior management hereby confirm that there are no fictitious records, misleading statements or material omissions carried in this report, and shall take all responsibilities, individually and/or jointly, for the reality, accuracy and completion of the contents. Directors are 9, and attendees 9. Mr. Zhang Ruili—Chairman of the Board, Mr.Cheng Peng—General Manager, Mr. Fu Bin—CFO and Ms. Ke Wensheng—Manager of the Accounting and Financial Department hereby confirm that the Financial Report in the Semiannual Report is true and complete. The Semi-annual Financial Report was not audited. II. CORPORATE BASIC INFORAMTION I. Company profile 1.Corporate Name: 深圳市特力(集团)股份有限公司 English Name: Shenzhen Tellus Holdings Co., Ltd. English Shortened Name: Tellus 2. Legal Representative: Zhang Ruili 3. Secretary of the Board: Guo Dongri Address: Shenzhen Tellus Holdings Co., Ltd. Tel: (0755)83989328 Fax: (0755)83989399 E-mail: guodongri@yahoo.com.cn Securities Affair Representative: Ju Jiang Address: Secretariat of Shenzhen Tellus Holdings Co., Ltd. Tel: (0755)83989335 Fax: (0755)83989399 E-mail: szjujiang@yahoo.com.cn 4. Registered Address: 3 Floor of Tellus Building, No. 56 the Second Shuibei Road, Luohu District, Shenzhen Office Address: 15th Floor of Nucleus Building, Shennan Middle Road, Shenzhen Postal Code: 518031 Coporate Internet Website: www.tellus.cn 5. Newspapers for Information Disclosure Mainland: Securities Times, Shenzhen Offshore: Hongkong Commercial Daily, Hongkong Internet Website Designated by CSRC for the Company’s Semi-Annual Report Publication: http://www.cninfo.com.cn Preparation Place for the Company’s Semi-Annual Report: 15th Floor of Nucleus Building, Shennan Middle Road, Shenzhen Exchange for the Company’s Shares Listing: Shenzhen Stock Exchange Stock Shortened Name and Code: Tellus A (000025) Tellus B (200025)II. Major financial data and indicators 1. Summary of the Company’s main unaudited financial data and indicators in the first half of 2010 is as follows: Unit: RMB Item At Period-end At Period-end of last year Year-on-year increase/decre ase (%) Total assets 594,284,235.92 611,487,117.65 -2.81% Equity attributable to shareholders of the listed company 171,324,310.28 170,686,600.81 0.37% Share capital 220,281,600.00 220,281,600.00 0.00% Net assets per share attributable to shareholders of the listed company (RMB/share) 0.778 0.775 0.39% Item Report period (Jan.-Jun.) Same period of last year Year-on-year increase/decre ase (%) Total operating income 198,323,188.79 205,061,791.89 -3.29% Operating profit 1,998,124.54 -6,177,873.67 132.34% Total profit 2,162,918.51 3,552,507.79 -39.12% Net profit attributable to shareholders of the listed company 1,098,680.67 2,773,147.62 -60.38% Net profit attributable to shareholders of the listed company after deducting nonrecurring gain and loss 902,428.38 -6,995,150.49 112.90% Basic earnings per share (RMB/share) 0.005 0.013 -61.54% Diluted earnings per share (RMB/share) 0.005 0.013 -61.54% Return on net asset (%) 0.64% 1.66% -1.02% Net cash flow arising from operating activities -19,733,147.73 44,724,984.28 -144.12% Net cash flow per share arising from operating activities (RMB/share) -0.090 0.203 -144.33% Item and amount of non-recurring gain and loss: Unit: RMB Item Amount Gain/loss from disposal of non-current assets 162,896.89 Payment of non-financial enterprise for use of 31,458.32funds accounted into the Period gain/loss Other non-operating income/expenditure, the aforementioned excluded 1,897.08 Total 196,252.29 2. There was no substantial difference between statements prepared by Chinese Accounting Standards and International Financial Reporting Standards. III. Changes in Share Capital and Major Shareholders’ Shareholding I. Changes in Company’s Stock In the Report Period, there was no change in the Company’s stock total and structure. II. Total of Company’s shareholders Total of shareholders at Period-end: as ending 30 June 2010, the total of the Company’s shareholders is 16,842, with A-share holders 12,548, B-share holders 4,294. III. Shareholding of the top ten shareholders at Period-end Name of shareholder Nature of shareholde r Proportion of shareholding (%) Total of shareholding Amount of restricted stock Amount of pledged and/or frozen stock Shenzhen SDG Co., Ltd. State-owned legal person 66.22% 145,870,560 14,587,056 Nil Zhou Xueqing Domestic natural person 0.58% 1,285,357 0 Unknown Zhou Jianfeng Domestic natural person 0.22% 488,600 0 Unknown Yang Shunfa Domestic natural person 0.22% 485,989 0 Unknown He Xing Domestic natural person 0.21% 467,702 0 Unknown First Shanghai Securities Company., Ltd. Foreign legal person 0.21% 464,678 0 Unknown Zhang Zibin Foreign legal person 0.20% 444,839 0 Unknown YeYing Domestic natural person 0.20% 440,000 0 Unknown Li Lvye Domestic natural person 0.18% 401,518 0 Unknown Tang Zhangmei Domestic natural person 0.17% 377,670 0 Unknown Note: there is no affiliation between the top ten shareholders and legal person share holders.From the second to the tenth shareholders, all of them are tradable share holders; and the Company is unware that whether there is affiliation between the tradable share holders. IV. Shareholding of top ten tradable shareholders at Period-end Name of shareholder Amount of unrestricted stock Type of stockShenzhen SDG Co., Ltd. 131,283,504 A share Zhou Xueqing 1,285,357 A share Zhou Jianfeng 488,600 A share Yang Shunfa 485,989 A share He Xing 467,702 B share First Shanghai Securities Company., Ltd. 464,678 B share Zhang Zibin 444,839 A share YeYing 440,000 A share Li Lvye 401,518 A share Tang Zhangmei 377,670 A share Note: the Company is unware that whether there is affiliation or concerted action between the top ten tradable share holders. Shareholding of top ten restricted share holders and reason for restriction Units: Share Name of shareholder Restricted share at Period-begi nning Restricte d share released in Period Restricte d share increased in Period Restricted share at Period-end Reason for restriction Date for release Shenzhen SDG Co., Ltd. 14,587,056 0 0 14,587,056 Relevant specific commitment of Share Merger Reform Total 14,587,056 0 0 14,587,056 V. Company’s Controlling Shareholders In the Period, there was no change in the Company’s controlling shareholders or actual controllers. IV. Directors, Supervisors and Senior Management I. Changes in Company’s directors, supervisors and other senior management 1. Concering the Company’s former secretary of the Board—Mr. Ren Yongjian’s resignation for the post change, the Company held 3th of 6th Session of the Board Meeting on 15 April, and agreed on his resignation and then appointed Mr. Guo Dongri as the Secretary. The relevant announcement was published in the Securities Times and Hongkong Commercial Daily on 19 April 2010. 2. Concering the Company’s former securities representative—Ms. Deng Shue’s resignation for the post change, the Company held 3th of 6th Session of the Board Meeting on 15 April, and agreed on her resignation and then appointed Mr. Ju Jiang as the Representative. The relevant announcement was published in the Securities Times and Hongkong Commercial Daily on 19 April 2010. 3. Concering the Company’s former employee’s supervisor—Ms. Deng Shue’s resignation for the post change, the Company held the Enlarged Session of the Group Union Committee on 16 April, and agreed on her resignation and then appointed Ms. Ke Wensheng as the Supervisor of the Group’s 6th Board of Supervisors. The relevant announcement was published in the Securities Times and Hongkong Commercial Daily on 28 April 2010.4. Concering the Company’s former director—Mr. Liu Chong’s resignation for the post change, the Company held 8th of 6th Session of the Board Temporary Meeting on 8 June 2010, and agreed on his resignation; and meanwhile the Company’s controlling shareholder—Shenzhen SDG Company., Ltd. recommended Mr. Zhang Jianmin as the Director of the Group’s 6th Board and then the Company held the General Board Meeting with approval of the proposal on 29 June 2010. The relevant announcements were published both in the Securities Times and Hongkong Commercial Daily respectively on 9 June 2010 and 30 June 2010. II. In the Period, there is no change in shareholding of directors, supervisors and other senior management in the Company. V. Directors’ Report I. Management Discussion and Analysis (I) Operation Result and Financial Analysis 1. Slight Decrease in Operation Income The Company’s opereation income reached in the Period is RMB 198,320,000, a year-on-year decrease of RMB 6,740,000, namely 3.3%. The main reason for the decrease was large decrease in automobile important business; in line with Toyota Corporation’s adjustment to supply policies, the dealers fiercely increased from over 50 to over 300; and then the former dealers share decreased sharply with the fixed supply totally. 2. Decrease in Operation Cost Correspondent with, and Larger than, That in Operation Income The Company’s opereation cost generated in the Period is RMB 164,260,000, a year-on-year decrease of RMB 172,550,000, namely 4.8%. In line with enforcement of cost control, decrease in opereation cost is larger than that on operation income. 3. Decrease in Periodical Expense in Period The Company’s periodical cost generated in the Period is RMB 35,070,000, a year-on-year decrease of RMB 5,060,000 compared with RMB 40,130,000 of last year, namely 4.8%, of which, the operation expense is RMB 10,560,000, a year-on-year increase of RMB 480,000 mainly because of the increase in advertisement expense for the market exploration, sales strengthening; the management expense RMB 20,070,000, a year-on-year decrease of RMB 5,490,000 mainly because of decrease in payment for contract compensation for dismissed employees; financial expense RMB 4,440,000, a year-on-year decrease of RMB 50,000. 4.Year-on-year Increase in Profit The Company’s net profit reached in the Period is RMB 1,710,000, a year-on-year decrease of RMB 1,460,000 compared with RMB3,170,000 of last year,of which,net profit attributable to the Parent Company oweners is RMB 110,000, a year-on-year decrease of RMB 1,670,000 compared with RMB2770,000 of last year. Upon excluding the non-current gain from the ICBC’s debt restructuring in last same period, year-on-year increase in the Company’s current gain is RMB 7,900,000. (II) Company’s Financial Position 1. Assets As ending 30 June 2010, total of the Company’s net assets is RMB 594,280,000 of which, current assets RMB 129,900,000 and non-current assets RMB 464,380,000. 2. Liabilities As ending 30 June 2010, total of the Company’s liabilities is RMB 397,950,000 of which, current liabilities RMB 207,030,000 and non-current liabilities RMB 190,920,000. 3. Owner’s equity As ending 30 June 2010, total of the Company’s shareholder’s equity is RMB 196,330,000, of which, the Enterprise owner’s equity RMB 207,030,000 and minority shareholder’s equity RMB25,010,000. II. Management status in the First Half of 2010 (I) Company’s General Management Status in Period Unit: RMB Item Amount in Period Amount in last period Increase/decrease (%) Operation income 198,323,188.79 205,061,791.89 -3.29% Operation profit 1,998,124.54 -6,177,873.67 132.34% Net profit 1,098,680.67 2,773,147.62 -60.38% Note: main reason for decrease in operation profit and net profit: non-recurrent gain of RMB 200,000 in the Period compared with that of 9,770,000 in last period. (II) Main Operation Income Classified According to Industries Unit: RMB’0000 According to industries or products Operation income Operation cost Gross profit rate Yearon- year increase or decrease n operation come(%) Yearon- year increase or decrease in operation cost(%) Yearon- year increase or decrease in gross profit rate (%) Automobile sales 12,405.50 11,843.02 4.53% -7.08% -7.81% 0.76% Automobile maintenance, inspection and parts sales 3,083.74 2,460.34 20.22% 5.50% 1.15% 3.44% Property lease and service 4,208.90 2,043.23 51.45% 3.52% 7.95% -2.00% Total 19,698.14 16,346.59 17.01% -3.15% -4.81% 1.44% (III)In Period, Changes in Profit Constitution Year-on-year decrease of RMB 5,490,000 in management fee, year-on-year increase of RMB 1,660,000 in investment return, year-on-year decrease of RMB 9,660,000 in non-operation income (IV) There is no other operation activity impacting greatly on the Company’s operation income in the Period. (V) Single Joint Stock Company of Investment Return Contribution to Company’s Net Profit above 10% in Period Unit: RMB Name of Company Shareholdin g proportion Main product or service Net profit Shenzhen Renfu Tellus Automobile Service Company., Ltd. 35% Automobile sales, maintenance, exhibition, technology consultation and parts sales 1,263Shenzhen Dongfeng Automobile Co., Ltd. 25% Automobile manufacture and sales 428 (VI) Great Changes in Main Items and Financial Indexs in Company’s Accounting Statement, and the Reasons Item 30 Jun. 2010 1 Jan. 2010 Increase/decre ase amount Increase/d ecrease proportion Explanation Monetary fund 52,892,830. 19 77,376,177. 95 -24,483,347.7 6 -31.64% Payment for short-term loan and increase in purchase Account receivable 4,998,925.3 3 8,813,731.5 5 -3,814,806.22 -43.28% Recovery of account receivable Payment in advance 9,762,528.9 3 17,878,392. 46 8,115,863.53 -45.39% Settlement of automobile payment in advance Inventory 35,707,290. 53 18,373,999. 23 17,333,291.30 94.34% Settlement and transfer of payment in advance, and increase in purchase Account received in advance 2,377,860.0 2 1,561,591.3 2 816,268.70 52.27% Rental received in advance Tax payable 4,175,112.2 4 9,656,230.9 6 -5,481,118.72 -56.76% Payment for tax in early year Item Jan.--Jun. 2010 Jan.--Jun. 2009 Increase/decre ase amount Increase/d ecrease proportion Explanation Impairment in assets -14,059.60 14,059.60 -100.00% Nil Investment return 4,878,630.2 1 3,220,000.0 0 1,658,630.21 51.51% Increase in return of joint stock enterprises Non-operati on income 185,957.64 9,844,388.5 7 -9,658,430.93 -98.11% Return of debt restructure in last period Non-operati on expenditure 21,163.67 114,007.11 -92,843.44 -81.44% Penalty expenditure in last period (VII) Problems and Difficulties in Operation 1.Case of Guarantee for CPC (China Petrochemical Corporation). Over 6-year lawsuiting, the Group needs to take affiliated responsibility upon the current retrial judgment of the Provincial Supreme Court. Presently upon entering execution procedure, the case has impacted greatly on the Group’soperation conditions. 2. In line with renovation on some real estate, and impossibility of lease at normal term and price, the lease income will be impacted greatly in the coming or longer period. 3.As the automobile market was impacted by many bearish factors as macro-policy, property marketing, stock market, inflation prediction and monetary policy, and then slowdown of automobile sales increase, remarkable rise of automobile inventory and increase of capital pressure, the automobile consumption market is facing up to adjustment risk. (VIII) Operation Measures in the Second Half 1. We will enhance priority prorjects at quicker pace to forster new economy growth points, continue enhancement of jewellery industry estate project strenuously, with opportunity of the current city renovation to complete the government report and approval procedures earlier, and try to commence the first period project sooner. 2. We will enforce the research in automobile consumption market, perfect sales strategy, explore the market aggressively to increase profit. 3. We will try our best to overcome unfavorable factors for property lease service, continue management enforcement, increase income and decrease expenditure, to maintain the business stable and sustainable. 4. We will enforce management and service of joint stock enterprises to improve investment benefit. 5. We will implement all-round budgetary management ,and risk prevention and controll, strictly controll all expenditure to make efforts for cost decrease and improvement of economy benefit. 6. We will positively deal with the guarantee for the CPC to decrease the Company’s loss as possible. III. Investment in Period (I) In the Period, there was no raised fund or use of previous fund continuing into the Period. (II) Investment project by non-raised fund in Period The Company is to reform the existing old industrial plant in Shuibei Industrial District, Luohu District, Shenzhen for establishment of Jewellery Industrial Estate of Tellus Group. The project is three-period rolling development. The total of investment in the above project establishment is RMB 266,940,000 as rolling periodical input. The investment project is still in phase of setup and approval. Relevant announcements were published in both in Securities Times and Wen Wei Po respectively on 19 June 2009 and 27 October 2009. IV. There was no disclosure of profit prediction or related plan or prospect. V. According to its present managemnt status and finacial position, the Company is impossible to predict net profit in the third quarter. VI. Significant Events I. Coporate Governance In the Period, pursuant to the requirements of Company Law and Securities Law together with relevant law and rule, the Company continued perfecting the Corporate Governance Structure and standardized the corporate operation. In the Period, pursuant to the relevant regulations as of Stock Listing Ordinance in Shenzhen Stock Exchange and of CSRC, the Company made out Accountability System for Fatal Error in Annual Report Disclosure of Shenzhen Tellus Holdings Co.,Ltd., Management System on External Information Insider of Shenzhen Tellus Holdings Co.,Ltd., and Regulation on Substantive Capital Dealing of Shenzhen Tellus Holdings Co.,Ltd., and therefore the Company’s management and operation were basically up to the listed company governance standards. Pursuant to SZSE Notice on Specific Campaign on Standardization for Financial Accounting Basics Launched Deeply and Thoroughly among Listed Companies under Shenzhen Jurisdiction (SZSE No.[2010]109), the Company carried out specific campaign on standardization for financialaccounting basics and self-inspected its financial accounting basics thoroughly. II. Profit Distribution Scheme and Scheme of Transfer of Reserve to Share Capital (I) In the Period, there was no implementation of profit distribution or transfer of reserve to share capital. (II) In the medium term, the Company has not to go with profit distribution or transfer of reserve to share capital. III. Important Lawsuit and Arbitration There was no new lawsuit or arbitration. Explanation on the solution of the Company’s previous important lawsuit or arbitration is as follows: The Shangbu (Shenzhen) Branch of the Agricultural Bank of China sued Shenzhen China Petrochemical Group Co., Ltd. for the undue payment for loan RMB 57,600,000 and the Company’s guarantee for item. As the Company was not subject to the Civil Written Judgment No. 172 of the Civil Trial of the Second Instance of Guangdong Supreme Court of People (2006), the Company applied for retrial to Guangdong Supreme Court of People. On 13 January 2010, the Company received the civil written judgment of upholding the original verdict of Guangdong Supreme Court of People, as the final trial judgment; and the relevant announcement was published in Securities Times and Hong Kong Commercial Daily on 15 January 2010.On 7July 2010, the Company received the Freezing Letter of Advance from Shenzhen Intermediate Court of People ((2010) SICP Recovery of Execution No.534-1). The Civil Written Judgment No. 23 of Civil Re-Supervision of Guangdong Supreme Court of People (2008), the Civil Written Judgment No. 172 of the Civil Trial of the Second Instance of Guangdong Supreme Court of People (2006), and Civil Written Judgment No. 437 of Civil Trial of the Second Instance of Shenzhen Intermediate Court of People (2004) have become legally valid. Pursuant to the Company’s application for execution of the ABC’s application, the Shenzhen Intermediate Court of People froze the Company’s shareholding as 95% in Shenzhen SDG Tellus Property Co., Ltd., 50% in Shenzhen Tellus Jimeng Investment Co., Ltd., 60% in Shenzhen SDG Huari Automobile Enterprise Co., Ltd., 60% in Shenzhen Huari Toyota Automobile Sales Service Co., Ltd., and 35% in Shenzhen Renfu Tellus Automobile Sales Service Co., Ltd.. And the relevant announcement was published in Securities Times and Hong Kong Commercial Daily on 9 June 2010. Concering the Company’s other lawsuits, there was no new development in the Period. IV. Analysis of and Explanation on Other Important Events, Impact and Solutions (I) Securities Investment: Nil (II) Shareholding in Other Companies Unit: RMB Stock code Shortened name of stock Initial investment Shareholdin g proportion Book value at Period-end Gain/Loss in Period Change of owner’s equity in Period 600036 China Merchants Bank 178,454.20 0.00% 1,506,232.75 0.00 -460,971.20 Total 178,454.20 1,506,232.75 0.00 -460,971.20 (III) Shareholding in Unlisted Finacial Enterprise and Will-be-listed Company: NilV. There were no substantive asset sales in the Period. VI. Substantive related transaction in Period (I) In the Period, there was no related transaction for commodity repurchase or labor supply between the Company and the affiliated parties. (II) Liabilities and guarantees between the Company and the affiliated parties: set out in detail in Note VI. 6 of Accounting Statement. (III) Other substantive related transaction: in the period, there was no other substantive related transaction. VII. Significant contract and fulfillment (I) In the Period, there was no substantive transaction, trust, contract or lease of other companys’ assets by the Company or otherwise. (II) Significant guarantee contract in Period Unit: RMB ’0000 Corporate External guarantee (guarantee for subsidiaries excluded) Guarantee ’s name Relevant disclosure date /No. Guarantee amount Actual date (agreement date) Actual amount Guarantee type Guarantee period Fulfilled Connected guarantee Shenzhen Automobi le Import & Export Industry Co., Ltd. 19 Jun. 2009 No.2009- 17 2,000.00 25 Jun. 2009 2,000.00 Credit 25 Jun. 2009--24 Jun. 2010 Yes Yes Shenzhen Automobi le Import & Export Industry Co., Ltd 19 Jun. 2009 No.2009- 17 475.00 25 Jun. 2009 475.00 Credit 25 Jun. 2009--24 Jun. 2010 No Yes Shenzhen Automobi le Import & Export Industry Co., Ltd 19 Jun. 2009 No.2009- 17 883.00 30 Nov. 2009 883.00 Credit 30 Nov. 2009--24 Jun. 2010 No Yes Total of external guarantee approved in Period(A1) 1,358.00 Total of actual external guarantee in Period(A2) 0.00 Total of external guarantee approved at Period-end(A3) 1,358.00 Total of actual external guarantee at Period-end (A4) 1,358.00 the Company ‘s Guarantee for subsidiaries Guarantee’s name Relevant disclosure date /No. Guarante e amount Actual date (agreement date) Actual amount Guarante e type Guarante e period Fulfilled Connected guarantee Total of guarantee for subsidiaries approved in Period (B1) 0.00 Total of actual guarantee for subsidiaries in Period (B2) 0.00 Total of guarantee for subsidiaries approved at 0.00 Total of actual guarantee for subsidiaries at 0.00Period-end (B3) Period-end (B4) Total of Company’s guarantee(namely total of the large two aforementioned) Total of guarantee in the Period (A1+B1) 1,358.00 Total of actual guarantee in the Period (A2+B2) 0.00 Total of guarantee at Period-end (A3+B3) 1,358.00 Total of actual guarantee at Period-end (A4+B4) 1,358.00 Proportion of the actual guarantee total in Company’s net assets (A4+ B4) 7.93% Including: Guarantee for shareholders, actual controllers and related parties(C) 1,358.00 Debt guarantee for guarantee objects of direct/indirect asset liabilities above 70% (D) 0.00 Guarantee totaled above net assets 50%(E) 0.00 Total of three guarantees aforementioned (C+D+E) 1,358.00 Explanations on possible affiliated redemption responsibilities for undue guarantees Nil Note: The guarantee of the Automobile Industrial Trade for the Automobile Import & Export Industry Co., Ltd was approved by the Company’s 2008 Annual General Board Meeting on 18 June 2009. VIII. Independent Directors’ Specific Explanation and Independent Opinion on Fund Embezzlement of and External Guarantee for Company’s Related Party As the Company’s independent directors, we attended 4th of 6th Session of the Board Meeting of Shenzhen Tellus Holdings Co., Ltd. and approved each proposal made out in the meeting. Pursant to relevant laws and regulations, the explanation on fund embezzlement of and external guarantee for the related party is as follows: I) We have audited the Finacial Report presented by the Company; as ending the Period-ending,there was no fund embezzlement of controlling shareholders or related parties. II) Pursant to rules of CSRC Announcement on Standardization of Listed Company’s External Guarantee (CSRC [2005] 120) (hereafter refered as the “Announcement”), and being practical and realistic, we seriously audited the Company’s external guarantee; and then as ending 30 June 2010, its external guarantees is as follows: (I) The Company’s accumulated external guarantee total is RMB13,580,000, accounting for its net assets 7.9%, which is US$ 2,000,000 credit guarantee of Shenzhen Automobile Trade Parent Company—the Company’s subsidiary, for Shenzhen Automobile Import & Export Industry Co.—its joint stock company. As Shenzhen Automobile Import & Export Industry Co. is of asset liabilities over 70%, the guarantee issuue has been presented to the Company’s 2009 Annual General Board Meeting after being approved by the Company’s directors. (II) There was no guarantee for its controlling shareholders and related parties. IX. Significant Contract and Fulfillment 1. There were no substantive transaction, trust, contract or lease of other company’s assets by the Company or otherwise in the Peiod or previous ones continuing into the Period. 2. There were no significant guarantee contract in the Period or previous ones continuing into the Period. 3. There were no trust of cash asset management in the Period or previous ones into the Period X. Commitment of Shareholders of Shareholding above 5% In the Company’s Stock Merger Reform, Tellus Group—the non-current share holder, inaddition to fufillment of legal obligations committed, also committed as follows: 1. Within the 36 month from the implementation day of the Reform Scheme, the Group din not list and make sales of stock held (that for management option incentive excluded), in Shenzhen Stock Exchange, which is performaned completely. 2. Specific commitment for option incentive mechanism With the view of effective long-term incentive for the Company’s core management and business bones, the Group made use of stock totalled below10% as management option incentive upon the Stock Merger Reform, made three-year sales to its management at price of its latest audited net assset value each. The management had to pay the Company 20% of the projected sales price as risk responsibility money in advance before the implementation of the option incentive scheme every year; if the management was unable to accomplish the Company’s performance evaluation assignment, the risk responsibility money paid was not paid back and enjoyed by the Company. Specific rules of restrictions and incentive scheme as stock subscription qualifications and risk responsibility money, will be made out by the Company’s Board and reported for approval to the relevant department. The Implementation will comply with relevant rules of Shenzhen Stock Exchange. The aforementioned commitments is being performed by the Group. Restriction sales period of stock held by the Group expired on 20 January 2009, of which, 131,283,504 shares were listed and in trade with the rest still under restriction as of the specific commitments for option incentive. XI. In the Period, there was no change in the Company’s CPAs; and the Semi-annual Financial Report was not audited. XII. In the Report period, the Company and its directors, supervisors, senior management and actual controllers did not received any investigation of relevant institution, compulsive measures of discipline inspection judicial department, deportation to judicial organ or criminal liability, inspection and administrative penalty of CSRC, no bond-market-admission, identification as inappropriate applicant, punishment by other administration department, and public condemnation by the Stock Exchange. XIII. In the Period, pursuant to the requirements of Guidance for Liseted Company’s Fair Information Disclosure, save that they reported and submitted nonpublic information to controlling shareholders in the previous disclosure manner, the Company and relevant information disclosure obligors, strictly complying with fair information disclosure principle, did not treat information differentially, or disclose, reveal or leak out nonpublic information selectively and privately. And in the Period, the Company did not recept investigation and study, and interview. XIV. Index of Important Events Disclosed in Period Announcement Disclosure event Disclosure Disclosure medianumber date 2010001 Changes on offshore information disclosure paper 7January 2010 Securities Times, Hong Kong Commercial Daily, Juchao Website 2010002 Lawsuit progress 15January 2010 Idem 2010003 Changes on shareholding of Company’s controlling shareholders 3February 2010 Idem 2010004 2009 Annual Performance Express 3February 2010 Idem 2010005 Progress of Assets Sales 19April 2010 Idem 2010006 2009 Annual Report of Shenzhen Tellus Holdings Co., Ltd. 19April 2010 Idem 2010007 Resolution of 13th of 5th Session Board Meeting 19April 2010 Idem 2010008 Resolution Announcement of the 9th of the 5th Session Board of Supervisors Meeting 19April 2010 Idem 2010009 2010 First Quarter Report of Shenzhen Tellus Holdings Co., Ltd. 28April 2010 Idem 2010010 Announcement of Board of Supervisors 28April 2010 Idem 2010011 External Guarantee 9June 2010 Idem 2010012 Resolutions of 8th Temporary Meeting of 6th Session Board 9June 2010 Idem 2010013 Holding 2009 Annual General Meeting 9June 2010 Idem 2010014 Resolutions of 2009 Annual General Meeting 30June 2010 Idem VII Financial Report (Un-auidted)Prepared by:SHENZHEN TELLUS HOLDING CO., LTD. Unit:RMB Assets Note5 2010年6月30日2010年1月1日 Current assets: Monetary funds 1 5 2,892,830.19 7 7,376,177.95 Transactional financial assets - - Notes receivable - - Accounts receivable 2 4 ,998,925.33 8 ,813,731.55 Prepayment 3 9 ,762,528.93 1 7,878,392.46 Dividend receivable - - Other accounts receivable 4 2 6,535,299.31 2 2,274,103.75 Inventories 5 3 5,707,290.53 1 8,373,999.23 Non-current asset due in 1 year - - Other current assets - - Total of current asset 1 29,896,874.29 1 44,716,404.94 Non-current assets: Financial asset available for sale 6 1 ,506,232.75 1 ,849,330.80 Expired investment in possess 7 121,300.00 121,300.00 Long-term receivable - - Long-term share equity investment 8 1 37,542,263.75 1 32,105,433.54 Investment real estate 9 1 16,280,090.91 1 18,899,698.41 Fixed asset 10 1 77,331,666.20 1 82,074,577.00 Construction in process - - Engineering goods - - Fixed asset disposal - - Production biological asset - - Intangible assets 11 196,171.77 219,921.75 R&D expense - - Goodwill - - Long-term amortizable expenses 12 1 ,597,453.95 1 ,688,268.91 Deferred income tax assets 13 2 9,812,182.30 2 9,812,182.30 Other non-current asset - - Total of non-current assets 4 64,387,361.63 4 66,770,712.71 Total of assets 5 94,284,235.92 6 11,487,117.65 The Notes to the Financial Statements are essential parts of the Finanical Statements Consolidated Balance Sheet 2010年6月30日Prepared by:SHENZHEN TELLUS HOLDING CO., LTD. Unit: RMB Liabilities&Shareholders' Equity Note5 2010年6月30日2010年1月1日 Current liability: Short-term loans 15 4 6,170,179.08 5 2,418,922.86 Transactional financial liability - - Notes payable - - Accounts payable 16 3 3,763,867.98 3 2,734,686.58 Accounts receivable in advance 17 2 ,377,860.02 1 ,561,591.32 Wage payable 18 7 ,969,626.92 9 ,128,110.35 Taxes payable 19 4 ,175,112.24 9 ,656,230.96 Dividend payable - Interest payable - - Other account payable 20 103,933,384.34 1 13,143,361.92 Non-current liability due within 1 y 21 8 ,640,000.00 8 ,160,000.00 Other current liability - - Total of current liability 207,030,030.58 2 26,802,903.99 Non-current liability: Long-term loans 22 9 7,020,000.00 9 5,700,000.00 Bonds payable - - Long-term payable 23 3 ,920,160.36 3 ,920,160.36 Special accounts payable - - Projected liabilities 24 8 7,568,728.57 8 7,568,728.57 Deferred income tax liability 13 2 ,415,939.89 2 ,415,939.89 Other non-current liability - - Total non-current liability 190,924,828.82 1 89,604,828.82 Total of liability 397,954,859.40 4 16,407,732.81 Owners' equity: Share capital 25 220,281,600.00 2 20,281,600.00 Capital public reserve 26 7 ,378,717.11 7 ,839,688.31 Surplus public reserve 27 2 ,952,586.32 2 ,952,586.32 Retained profit 28 -59,288,593.15 - 60,387,273.82 Total owner's equity attibutable to parent comp 171,324,310.28 1 70,686,600.81 Minority interests 2 5,005,066.24 2 4,392,784.03 Total of owners' equity 196,329,376.52 1 95,079,384.84 Total liabilities & owner's equity 594,284,235.92 6 11,487,117.65 (The Notes to the Financial Statements are essential parts of the Finanical Statements) Consolidated Balance Sheet(Con't) 2010年6月30日Prepared by: SHENZHEN TELLUS HOLDING CO., LTD. Unit: RMB Items Note5 Amount of Current Termthe same period of I. Turnover 29 1 98,323,188.79 2 05,061,791.89 Less: Operation cost 29 1 64,259,673.76 1 72,550,574.23 Business tax and surcharge 30 1,871,701.10 1,788,958.50 Sales expense 10,559,146.00 1 0,079,337.68 Administrative expense 20,071,551.74 2 5,561,953.08 Financial expense 31 4,441,621.86 4,492,901.67 Asset impairment loss 32 - - 14,059.60 Plus:Income from change of fair value(loss is listed - - Investment income(loss is listed with"- 33 4,878,630.21 3,220,000.00 Incl: Investment income from affiliated enterpri 4,878,630.21 3,220,000.00 II.Operation profit(loss is listed with"-") 1,998,124.54 - 6,177,873.67 Plus:Non-operation income 34 185,957.64 9,844,388.57 Less: Non-operation expenses 35 2 1,163.67 114,007.11 Incl: Loss from disposal of non-current assets 3 ,053.74 9 ,990.00 III.Total profit(loss is listed with"-") 2 ,162,918.51 3 ,552,507.79 Less: Income tax expenses 36 451,955.63 384,645.62 IV.Net profit(loss is listed with"-") 1,710,962.88 3,167,862.17 Net profit attributable to owners' of patrent company 1,098,680.67 2,773,147.62 Minor shareholders' equity 612,282.21 394,714.55 V.Earning per share (I) Basic earnings per share 37 0.005 0.013 (II) Diluted earnings per share 37 0.005 0.013 VI.Other consolidated income 38 - 460,971.20 807,823.00 VII.Total of consolidated income 1,249,991.68 3,975,685.17 Total consolidated income attributable to owners of p 637,709.47 3,580,970.62 Total consolidated income attributable to minority sh 612,282.21 394,714.55 (The Notes to the Financial Statements are essential parts of the Finanical Statements) Consolidated Income Statement 2010年1-6月Prepared by SHENZHEN TELLUS HOLDING CO., LTD. Items Note 5mount of current ter I. Cash flow from operating activities Cash received from sales of products and providing of services 210,020,525.82 Taxes surrender received - Other cash received from business activities 39 38,327,250.82 Sub-total of cash inflow from business activities 248,347,776.64 Cash paid for purchasing of merchandise and services 188,875,349.06 Cash paid to/for staff 24,998,985.65 Taxes paid 10,852,005.46 Other cash paid for business activities 39 43,354,584.20 Subtotal of cash outflow from business activities 268,080,924.37 Net cash flow generated from business activities -19,733,147.73 II. Cash flow from investment activities Cash received from investment retrieving - Cash received as investment gains - Net cash received from disposal of fixed, intangible assets and other long-term assets 4 2,649.00 Net cash received from disposal of subsidiaries or other operational units - Other investmenr-related cash received - Subtotal of cash inflow due to investment activities 42,649.00 Cash paid for construction of fixed assets, intangible assets and other long-term assets 350,671.00 Cash paid as investment 546,873.15 Net cash received from subsidiaries and other opeartional units - Other cash paid for investment activities - Subtotal of cash outflow due to investment activitie 897,544.15 Net cash flow generated from investment - 854,895.15 III. Cash flow generated by financing Cash received as investment absorption - Including: Cash received as investment from minor shareholders by subsidiary - Cash received as loans 11,000,000.00 Other financing-related cash received 4 9,067.99 Subtotal of cash inflow from financing activities 11,049,067.99 Cash paid to debts 11,703,318.00 Cash paid as dividend, profit or interests 3,238,444.27 Including: Dividend and profit paid by subsidiaries to minor shareholders - Other cash paid for financing activities - Subtotal of cash outflow from financing activities 14,941,762.27 Net cash flow generated by financing activities -3,892,694.28 IV. Influence of exchange rate alternation on cash and cash equivalents - 2,610.60 V. Net increase of cash and cash equivalents -24,483,347.76 Plus: Balance of cash and cash equivalents at the beginning of term 72,376,177.95 Consolidated Cash Flow Statement 2010年1-6月Prepared by SHENZHEN TELLUS HOLDING CO., LTD. Unit: RMB Share capital Capital reserves Surplus reserves Retained profit Share capital Capital reserves Surplus reserves Retained profit I.Balance at the end of last year 220,281,600.00 7,839,688.31 2,952,586.32 - 60,387,273.82 2 4,392,784.03 195,079,384.84 220,281,600.00 7 ,162,681.81 2,952,586.32 - 66,687,367.86 2 3,277,325.64 186,986,825.91 Plus:Change of accounting policy - - - - - - - - - - - - Correcting of previous errors - - - - - - - - - - - - II.Balance at the beginning of current year 220,281,600.00 7,839,688.31 2,952,586.32 - 60,387,273.82 2 4,392,784.03 195,079,384.84 220,281,600.00 7 ,162,681.81 2,952,586.32 - 66,687,367.86 2 3,277,325.64 186,986,825.91 III.Changed in current year(Loss is listed with"-") - -460,971.20 - 1,098,680.67 612,282.21 1,249,991.68 - 6 77,006.50 - 6 ,300,094.04 1 ,115,458.39 8,092,558.93 (I)Net profit - - - 1,098,680.67 6 12,282.21 1 ,710,962.88 - - - 6,300,464.72 1,823,045.66 8 ,123,510.38 (II)Other integrated income - -460,971.20 - - - -460,971.20 - 677,006.50 - - - 677,006.50 Total of (I) and (II) - -460,971.20 - 1,098,680.67 6 12,282.21 1 ,249,991.68 - 677,006.50 - 6,300,464.72 1,823,045.66 8 ,800,516.88 (III)Shareholder input and withdraw of share capital - - - - - - - - - - - - 1,Capital input by shareholders - - - - - - - - - - - - 2.Share payment accounted into shareholders' equity - - - - - - - - - - - - 3.Others - - - - - - - - - - - - (IV)Profit distribution - - - - - - - - - - 370.68 - 707,587.27 -707,957.95 1.Providing of surplus reserves - - - - - - - - - - - - 2.Common risk provision - - - - - - - - - - - - 3.Dividend to shareholders - - - - - - - - - - - 589,703.77 -589,703.77 4. Others - - - - - - - - - - 370.68 - 117,883.50 -118,254.18 (V)Internal settlement of shareholders' equity - - - - - - - - - - - - 1. Capital reserves transferred to share capital - - - - - - - - - - - - Consolidated Statement on Changes of Owners' Equity Semi-annual of 2010 Items Amount of the current term Amount of last year Shareholders' equity attibutable to parent co. Minor shareholder s' equity Total of shareholers' equity Shareholders' equity attibutable to parent co. Minor shareholders ' equity Total of shareholers' equityPrepared by SHENZHEN TELLUS HOLDING CO., LTD. Unit: RMB Assets Note11 2010年6月30日2010年1月1日 Current assets: Monetary capital 283,092.10 401,503.65 Transactional financial assets - - Notes receivable - - Accounts receivable 1 - - Prepayment - - Dividend receivable - - Other receivable 2 2 5,781,231.77 3 1,532,451.36 Inventory - - Non-current assets due in 1 year - - Other current assets - - Total of current assets 2 6,064,323.87 3 1,933,955.01 Non-current assets Financial assets available for sale 1 ,506,232.75 1 ,849,330.80 Expired investment in possess - - Long-term recivable - - Long-term share equity investment 3 3 63,769,845.04 3 59,628,239.83 Investment real estate 6 6,297,356.40 6 7,779,964.32 Fixed assts 2 0,584,843.58 2 1,029,852.07 Construction in process - - Engineering goods - Disposal of fixed assets - - Production biological assets - - Intangible assets 196,171.77 219,921.75 R&D expenses - - Goodwill - - Long-term amortizable expenses 235,736.98 150,979.02 Deferred income tax assets 1 3,072,248.59 1 3,072,248.59 Other non-current assets - - Total of non-current asset 4 65,662,435.11 4 63,730,536.38 Total of assets 4 91,726,758.98 4 95,664,491.39 (The Notes to the Financial Statements are essential parts of the Finanical Statements) Balance Sheet 2010年6月30日Prepared by:SHENZHEN TELLUS HOLDING CO., LTD. Unit: RMB Liabilities & Sharholders' equity Note 2010年6月30日2010年1月1日 Current liability: Short-term loans 22,885,830.08 22,907,571.86 Transactional financial liability - - Notes payable - - Accounts payable 1,554.00 1,554.00 Accounts received in advance - - Wage payable 2,472,395.13 2,658,235.89 Taxes payable 2 70,928.78 2 78,658.81 Dividend payable - Interest payable - - Other account payable 203,077,208.48 209,034,610.53 Non-current liability due within 1 year - - Other current liability - - Total of current liability 228,707,916.47 234,880,631.09 Non-current liability: Long-term loans 52,880,000.00 49,000,000.00 Bonds payable - - Long-term payable - - Special accounts payable - - Projected liabilities 87,568,728.57 87,568,728.57 Deferred income tax liability 3 93,524.95 3 93,524.95 Other non-current liability - - Total non-current liability 140,842,253.52 136,962,253.52 Total liability 369,550,169.99 371,842,884.61 Owners' equity: Share capital 220,281,600.00 220,281,600.00 Capital public reserve 5,413,435.83 5,874,407.03 Surplus public reserve 2,952,586.32 2,952,586.32 Retained profit - 106,471,033.16 -105,286,986.57 Total owner's equity attributable to parent c 122,176,588.99 123,821,606.78 Minority interests - - Total of owners' equity 122,176,588.99 123,821,606.78 Total liabilities&owner's equity 491,726,758.98 495,664,491.39 (The Notes to the Financial Statements are essential parts of the Finanical Statements) Balance sheet(Con't) 2010年6月30日Prepared by:SHENZHEN TELLUS HOLDING CO., LTD. Unit: RMB Items Note11 mount in this perioount in last peri I. Total operating income 4 6,347,830.14 6 ,147,951.85 Less: Operating cost 4 2,045,111.40 1 ,931,392.40 Operating tax and extras 330,087.17 319,693.50 Sales expense - - Administration expenses 6,939,731.34 6 ,369,317.79 Financial expense 2,219,352.03 2 ,264,114.85 Losses of devaluation of asset - - Plus:Changing income of fair value(Loss is listed with - - Investment income(Loss is listed with"-" 5 4,012,405.21 4 ,190,850.00 Incl:Investment income on affiliated enterprises and j 4,012,405.21 4 ,190,850.00 II.Operating profit(Loss if listed with"-") -1,174,046.59 -545,716.69 Plus:Non-operating income - 8 ,422,279.79 Less:Non-operating expenses 10,000.00 109,521.17 Incl:Loss from the disposal of non-current assets - - III.Total profit(Loss is listed with"-") -1,184,046.59 7,767,041.93 Less: Income tax expense - - IV.Net profit(Loss is listed with"-") -1,184,046.59 7,767,041.93 Net profit attributable to owner's of parent company -1,184,046.59 7 ,767,041.93 Minority shareholders' gains and losses - - V.Earnings per share i.Basic earnings per share ii.Diluted earnings per share VI.Other integrated income -460,971.20 807,823.00 VII. Total of intergrated income -1,645,017.79 8 ,574,864.93 Total amount of owners' integrated income attributable -1,645,017.79 8 ,574,864.93 Total amount of integrated income attributable to mino - - (The Notes to the Financial Statements are essential parts of the Finanical Statements) Profit Statement January-June 2010Prepared by:SHENZHEN TELLUS HOLDING CO., LTD. : RMB Items Note ount in this periount in last peri I.Cash flows arising from operating activities Cash received from selling goods and provising labor services 6 60,979.70 4 12,234.00 Write-back of tax received - - Other cash received concerning operating activities 10,622,478.66 4 4,978,426.26 ubtotal of cash inflow arising from operating activities 11,283,458.36 4 5,390,660.26 Cash paid to/for purchasing goods and receiving labor services - - Cash paid to/for staff and workers 4 ,635,929.71 3 ,775,746.87 Taxes paid 1 ,180,497.59 2 ,855,607.61 Other cash paid concerning operating activities 7 ,874,858.13 1 ,694,149.44 btotal of cash outflow arising from operating activities 13,691,285.43 8 ,325,503.92 Net cash flows arising from operating activities - 2,407,827.07 3 7,065,156.34 II.Cash flows arising from investment activities Cash received from recovering investment - - Cash received from investment income - - Net cash received from disposal of fixed, intangible and other long-term assets - 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 - 3 60.00 Net cash paid for purchasing fixed, intangible and other long-term assets 3 1,955.00 2 0,200.00 Cash paid for investment 1 17,873.15 - Net cash received from subsidiaries and other units - - Other cash paid concerning investing activities - - Subtotal of cash outflow from investing activities 1 49,828.15 2 0,200.00 Net cash flows arising from investing activities - 149,828.15 - 19,840.00 III.Cash flows arising from financing activities Cash received from absorbing investment - - Incl:Cash received from absorbing minority shareholders - - Cash received from loan 6 ,000,000.00 - Other cash received concerning financing activities - - Subtotal of cash inflow from financing activities 6 ,000,000.00 - Cash paid for settling debts 2 ,120,000.00 3 6,600,000.00 Cash paid for dividend and profit distributing or interest pay 1 ,439,394.14 5 10,387.82 Incl:Dividend and profit of minority shareholder paid by subsid - - Other cash paid concerning financing activities - - Subtotal of cash outflow from financing activities 3 ,559,394.14 3 7,110,387.82 Net cash flow arising from financing activities 2 ,440,605.86 - 37,110,387.82 IV.Influence on cash due to fluctuation in exchange rate - 1,362.19 4 3.28 V.Net increase of cash and cash equivalents - 118,411.55 - 65,028.20 Plus:Balance of cash and cash equivalents at the period begin 4 01,503.65 5 85,403.42 VI.Balance of cash and cash equivalents at the period-end 2 83,092.10 5 20,375.22 (The Notes to the Financial Statements are essential parts of the Finanical Statements) Cash Flow Statement January- June 2010Shenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual 2010 Prepared by:SHENZHEN TELLUS HOLDING CO., LTD. Unit: RMB Share capital Capital reserve Surplus reserves Retained profit Share capital Capital reserve Surplus reserves Retained profit I.Balance at the end of last year 220,281,600.00 5,874,407.03 2,952,586.32 -105,286,986.57 - 123,821,606.78 220,281,600.00 5,197,400.53 2,952,586.32 -110,812,462.49 - 117,619,124.36 Plus:Changes of accounting policy - - - - - - - - - - - - Error correction of the last period - - - - - - - - - - - - II.Balance at this year-begin 220,281,600.00 5,874,407.03 2,952,586.32 -105,286,986.57 - 123,821,606.78 220,281,600.00 5,197,400.53 2,952,586.32 -110,812,462.49 - 117,619,124.36 III.Increase/decrease in this year(Decrease is listed with"-") - -460,971.20 - -1,184,046.59 - -1,645,017.79 - 6 77,006.50 - 5,525,475.92 - 6,202,482.42 (I)Net profit - - - -1,184,046.59 - -1,184,046.59 - - - 5,525,475.92 - 5,525,475.92 (II)Other integrated income - -460,971.20 - - - -460,971.20 - 677,006.50 - - - 677,006.50 Subtotal of (I) and (II) - -460,971.20 - -1,184,046.59 - -1,645,017.79 - 677,006.50 - 5,525,475.92 - 6,202,482.42 (III)Owners' devoted and decrease capital - - - - - - - - - - - - 1.Owners' devoted capital - - - - - - - - - - - - 2.Amount calculated into owners' equity paid in shares - - - - - - - - - - - - 3.Other - - - - - - - - - - - - (IV)Profit distribution - - - - - - - - - - - - 1.Withdrawal of surplus reserves - - - - - - - - - - - - 2Withdrawal of general risk provision - - - - - - - - - - - - 3.Distribution for owners(shareholders) - - - - - - - - - - - - 4.Other - - - - - - - - - - - - (V)Carrying forward internal owners' equity - - - - - - - - - - - - 1.Capital reserves converted to capital (share capital) - - - - - - - - - - - - 2.Surplus reserves converted to capital (share capital) - - - - - - - - - - - - 3Remedying loss with profit surplus - - - - - - - - - - - - 4.Other - - - - - - - - - - - - (VI)Special inventory - - - - - - - - - - - - 1.Withdrawal in this period - - - - - - - - - - - - 2.Used in this period - - - - - - - - - - - - IV.Balance at the end of this year 220,281,600.00 5,413,435.83 2,952,586.32 -106,471,033.16 - 122,176,588.99 220,281,600.00 5,874,407.03 2,952,586.32 - 105,286,986.57 - 123,821,606.78 Minor ity Total owners' equity Statement on Changes of Owners' Equity Semi-annual of 2010 Items Amount in this period Amount in last period Owners' equity attributable to parent company Minor ity Total owners' equity Owners' equity attributable to parent companyShenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual 2010 SHENZHEN TELLUS HOLDING CO., LTD. Notes to Financial Statements Ended as 30 June 2010 Unit: RMB Currency: CNY Note1.Basic information 1. Company Profiles Shenzhen Tellus Machinery Co. Limited is a state-owned enterprise, established in Shenzhen in the People’s Republic of China (the PRC) On 11 December 1992; the Shenzhen Municipal People’s Government approved the reorganization of Shenzhen Tellus Machinery Co. Ltd. to become a public limited company. Shenzhen Tellus Machinery Co. Ltd. was renamed Shenzhen Tellus Holding Company Limited (hereinafter referred to as “the Company”) on 30 June 1994, with approval by the Shenzhen Administration for Industry and commerce. The company respectively obtained the approval certificates “Shen Zhen Ban Fu (1993) No. 34” and “Shen Zhen Shi Zi (1993) No. 22”from the Shenzhen Stock Management Office and Shenzhen Stock Exchange in June 1993. On 31 March 1997, with the approval of Shenzhen Municipal People’s Government “Shen Fu Han (1997) No.19” and China Security Regulatory Commission “Zhen Jian Han (1997) No.5”, Shenzhen Investment Administrative Company transferred its 159,588,000 shares to Shenzhen Te Fa (Group) Company Company Limited (hereinafter referred to as “the Te Fa Group”). The shares transferred represent 72.45% of the total issued shares of the Company. In order to circulate all the non-negotiable shares in the A share market, the Te Fa Group, as the one and only shareholder of non-negotiable shares in the Company, gave 13,717,440 shares to the holders of tradable shares of the company in the A share market(Per 10 tradable shares for 4 shares). The transferring was finished on 04 January 2006. After the split-share reform was completed, The Te Fa Group holds 66.22% of the shares capital of the Company. The Company holds the Business License (Shen Qi Fa Zi No. 01141). 2. Industry, Business Scope, main products or service The company and its subsidiaries provided automobile overall services, including automobile retailing, inspection and maintenance, production of inspection equipment, property lease and property management service, etc. With the approval by Shenzhen Administration for Industry and Commerce, the Company’s business scope includes investment (specific projects needs application); develop and operate the real estate business on the land with usage rights; rental and management for the owned property; warehouse and transportation, mechanical accessory processing, mechanical equipment installation, mainland commerce, goods and materials business, (Government monopolistic goods and materials are not included.), import and export business of internal production materials and accessories. Import and export business complies with the approval certificate (Shen Mao Guan Zheng Zi No.098). During the period reported, there was no change in the main operating business. 3. Approver and approval reporting date of financial report The financial report of the Company was approved and reported by the Board of the Company dated 2 August 2010. Note2. Accounting Policies, Accounting Estimates and Errors of previous termShenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual 2010 1. Basis Preparation of the Financial Statements The Company continues to operate as a going concern. These financial statements have been prepared on an accrual basis, according to the actual transactions and events. 2. Statement of Compliance with the Accounting Standards for Business Enterprises The financial statements of the Company for the semi-annual of 2010 are in conformity with the requirements of the Accounting Standard for Business Enterprises(2006) issued by Ministry of Finance R.R.C, and present fairly, in all material respects, the financial position, the results of operations, the cash flows and other relevant information of the Company. 3. Fiscal period The accounting year of the company is from 1 January to 31 December of the Gregorian calendar year. 4. Currency used in book-keeping The Company’s reporting currency is the RMB Yuan. 5. Accounting treatment of the merging entities under common control and different control Merger of companies refers to those trade or event that merges over two individual companies into one report subject. Merger of companies is divided into merger of enterprises under common control and merger of enterprises under different control. 5.1 Merger of entities under common control Both before and after the merger, the enterprises are under common control of sole party or several parties, and the controlling power is by no means temporary, it is regarded as merger of enterprise under common control. Assets and liabilities obtained by the merging party are calculated at their book value with the merged parties at the merger day. The differences between the book value of net assets and the book value of consideration price (or the total of face value of share issued) are adjusted to the share capital premium under the capital reserves. If the share capital premium is not enough to neutralize the difference, it will be adjusted to the retained gains. Direct expenses occurred to the merging party including auditing expenses, assessment expenses; law service expenses etc. for the merger are accounted into current gains and losses account when occurred. The issued bonds for the merger or handling charge, commission etc. of the bearing of other debts are accounted into the initial measured amount of issued bonds and other debts account. The handling charge, commission etc. of issued equity securities for the merger, abated the income of equity securities premium. If the premium income is not enough for abatement, it will be abated to the retained gains. The consolidation day is the date when the controlling power over the merged parties is practically obtained by the merging party.Shenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual 2010 5.2 Merger of entities under different control When the enterprises participated in the merger are not under controlling of the same party or group of parties, either before or after the merger, the merger is regarded as merger of enterprises under different control. The merger cost paid by buying party is the fair value of cash or non-cash assets, liability occurred or undertaken, or equity instrument issued thereof, on the day of purchasing to obtain power of control over the bought party, and those sum of expenses directly related to the merger. The difference between non-cash assets and its book value will be accounted into current gains and losses account. When the merger cost is greater than the share of fair value of recognizable net asset of the bought parties, the balance is recognized as goodwill; when the merger cost is lower than the share of fair value of recognizable net asset of the bought enterprise, revising will firstly be done on the merger cost and fair value of each recognizable assets, liabilities, and contingent liabilities of the bought party, and if the merger cost is still lower than the share of fair value of recognizable net asset of the bought enterprise, the balance will be accounted into current gains and loss account. The purchasing day is the date when the controlling power over the bought parties is practically obtained by the buying party. The buying party allocated the merger cost at the purchasing day for the confirmation of various recognizable assets, liabilities or contingent liabilities obtained from bought parties. Merger of business treated as the same method. 6. Preparing method of consolidated financial statements The range of consolidated financial statement consisted of the Company and its subsidiaries. Controlling power means the Company has the ability to decide the financial and operation issued of another firm and can obtain profit from the firm’s business operation. Subsidiaries added as merger of enterprises under common control, while preparing consolidated financial statement, regarded as the merged subsidiaries that controlled by Company’s final controller at the beginning of controlling. Therefore, the operation result from the beginning of controlling by final controller of the Company demonstrated in the consolidated income statement and the comparison amount in the consolidated financial statement shall be adjusted accordingly. Subsidiaries added as merger of enterprises under different control, while preparing the current consolidated financial statement, adjusted subsidiary’s financial statement on the basis of various recognizable assets and fair value of liabilities recognized at the day of purchasing. Their assets, liabilities and operation results after the purchased day have been demonstrated in the consolidated financial statement, and the initial amount and comparison amount of the consolidated financial statement will not be adjusted.Shenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual 2010 Those minor sharehoders’ equity and minor shareholders’ gains and losses in subsidiaries are demonstrated respectively under the shareholders’ equity items in the consolidated balance sheet and net profit items in the consolidated income statement. When the share of losses attributable to the minor shareholders has exceeded their shares in the shareholders’ equity at the beginning of term, if the Articles of Association of the Company has decided beforehand that the minor shareholders has the responsibility to undertake the losses and have the power to make up them, the shareholders’ equity shall be deducted thereof. If not so, it will be deducted from the shareholders’ equity attributable to the parent company of the Company. Profits produced by the subsidiary of the Company before making up of the losses attributed to the minor shareholders but undertaken by the parent company of the Company. Concerning the different accounting periods or accounting policies of the subsidiaries, necessary adjustment have been made to the financial statement of subsidiaries accord with the Company’s accounting periods or accounting policies while consolidating the financial statement. Major trades of the Company in merge have been neutralized when consolidated, internal realized profit and current balance included. 7. Determination criteria of cash and cash equivalent Cash refers to the inventory cash of the Company and the deposit available for payment anytime. Cash equivalents represent short-term, highly liquid investments, which are readily convertible into known amounts of cash and are subject to an insignificant risk of change in value. 8. Foreign currency business and the conversion of foreign currency statement 8.1Foreign currency transaction The foreign currency transactions will be accounted to Renminbi that translated with the spot exchange rate on the date of transaction occurred. At the balance sheet day, monetary items in foreign currency translated to Renminbi at the instant exchange rate of that day, the occurred exchange differences are accounted into current gains and losses, except for the exchange difference of special foreign currency borrowing satisfying the conditions of capitalization, which is capitalized and accounted into cost of related assts. Non-monetary items in foreign currency and measured with historical costs are still measured at standard currency with exchange rate of the day when the transaction is happened. 8.2Translation of foreign currency statement Assets and liability items of overseas business operation in the balance sheet are translated at the spot exchange rate of balance sheet date; shareholders’ equity except for retained profits is translated at the spot exchange rate of the day when they happened. Income and expenses items of overseas business operation in the income statement are translated at the spot exchange rate of the date when the trades happened. The difference amount of foreign currency statement translation isShenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual 2010 demonstrated under shareholders’ equity items in the balance sheet. The cash flow items of overseas business operation are translated on the spot exchange rate of the day when the cash flow was happened. The influences of fluctuation of exchange rate on cash will be demonstrated in the cash flow statement. 9. Financial instruments 9.1Classification of financial assets and financial liabilities The initial Recognition of financial assets and financial liabilities are divided into the following s: the financial assets or financial liabilities that measured at fair values and whose variations are included into the current gains and losses; held-to-maturity investments; loans and accounts receivable; financial assets available for sale and other financial liabilities. 9.2Recognition of financial assts and financial liabilities The recognition of financial assets is the process of counted the items that meet the definition of financial assets and the recognition condition of financial assets into balance sheet. And the recognition of financial liabilities is the process of counted the items that meet the definition of financial liabilities and the recognition condition of financial liabilities into balance sheet. 9.3Measurement of financial assets and financial liabilities In initial recognition, the financial assets and financial liabilities are base on the fair value. Concerning the financial assets or financial liabilities that measured at fair value and whose variations are included into the current gains and losses, the relevant transaction expenses directly included in current gains and losses; concerning the other types of financial assets or financial liabilities, the relevant transaction expenses counted as the initial recognition amount. The financial assets and financial liabilities shall be follow-up measured based on fair value excluding the loans and account receivable, investment held-to-maturity and other financial liabilities. Other financial liabilities shall be follow-up measured based on the effective-interest method by cost amortizing. The gains and losses from the change of financial assets or financial liabilities measured by fair value and with variations accounted into current gains and losses account shall be accounted into current gains and losses. The gains/losses arising from the fair value change of financial assets available for sale, except the exchange difference arising from depreciation losses and foreign currency monetary financial assets, directly accounted into capital reserves. Transfer the gains/losses while determined the financial assets recognition, accounted into current gains/losses. The exchange differences from salable foreign currency monetary financial assets shall accounted into current gains/losses. The interest of salable financial assets calculated based on effective-interest method shall accounted into current gains/losses. The cash dividend of salable investment of equity instrument shall accountShenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual 2010 into current gains/losses when the invested company declares to issuing the dividend. Concerning the financial assets or financial liabilities calculated based on amortized cost, if there has gains/losses from depreciation, amortizing or recognizing termination, then shall accounted into current gains/losses. 9.4Termination of financial assets and financial liabilities Terminated recognition of financial assets means written-off the financial assets from Company’s account and balance sheet. When the contract of receiving financial assets’ cash flow have been terminated or the financial assets have been transfer and meets the terminated recognition of requirements of Enterprise Accounting Standard No23—Transfer of Financial Assets, the financial assets terminated recognized. Terminated recognition of financial liabilities means written-off the financial liabilities from Company’s account and balance sheet. Recognized a financial liabilities or partial financial liabilities terminated when the financial liabilities is wholly or partially terminated. 9.5Deciding of fair value of financial assets and financial liabilities 9.5.1 When there is an active market for the financial instrument, the value quoted at the active market is adopted to determine the fair value; 9.5.2 When there isn’t any active market, fair value will be recognized by evaluation techniques; 9.5.3 Original obtained or derivative financial assets or undertaken financial liabilities, the fair value shall base on the trading price in market. 9.5.4 the financial instrument’s fair value determined by discount of future cash flows, use the discount rate of market return of the materially same other financial instruments in contract clause or characteristic. If the rate-listless short-term account receivable and the current value of account payable have small difference to actual prices, measured based on the actual trading price. 9.6 Impairment of financial assets Except for financial assets accounted at fair value and variation accounted into current gains and losses account, the Company undertakes inspection on the book value of other financial assets at balance sheet day, whenever particle evidence showing that impairment occurred with them, impairment provisions are provided. 9.6.1 Investment in possession till expiration Upon objective evidence recognized for impairment losses at balance sheet day, the difference between book value at period-end and current value of predicted future cash flow are recognized as impairment that accounted into current gains/losses. 9.6.2 Financial assets available for saleShenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual 2010 On balance sheet date, the Company analysis the impairment of financial assets available for sale, if the fair value of financial assets available for sale changes turns dramatically down to over 50% of the initial cost, or the down situation was predicted non-temporary and last more than 12 months after fully considering, than the difference between current value of predicted future cash flows and book value shall accounted into impairment provision. When there is impairment of financial assets available for sale, transfer the accumulative losses recognized as losses and accounted in to impairment provision. 10. Account receivable 10.1 Recognition and provision of bad debt provision on receivable accounts with large amount The receivable accounts with large amount refers to the receivable accounts over RMB 10 million; the other receivable accounts with large amount refers to the other receivable accounts over RMB 0.5 million. The Company performs impairment test separately on individual receivable accounts with large amount, if found particle evidence on impairment. Concerning the impairment test of single major amount, if there has principal evidence showing impairment, recognized losses according to the difference between current value of original actual discount rate lowers its book value with the predicts future cash flow(excluding the future credit loss) accounted into current gains/losses. Particle evidence on account receivable are the followings (included but not limited): (1) the debtor is in serious financial difficulty; (2) the debtor has broken the conditions of contract, for instance default or overdue of payment for interest or principal; (3) with consideration of economic or legal factors, the Company decided to give way to the debtor who is in financial difficulty; (4) there is great possibility that the debtor will bankrupt or use other debt reorganizing process. 10.2 Recognition and providing of bad debt provisions on receivable accounts with minor amount but with greater risk after combined in the group with similar characteristics Recognition of group with similar characteristic risk: single minor amount but with greater risk after combined in the group with similar characteristic of risk refer to the following account receivables: account receivable with balance of lower than RMB 1 million at period-end, other account receivable is lower than RMB0.5 million, the debtor break the contract clause; or has over 3-year account receivable and other account receivables. Accruing method of group with similar characteristic risk: at balance sheet date, the Company took a impairment test on receivable accounts with single minor amount but with greater risk after combined in the group with similar characteristics inclusively, the bad debt provision will based on the difference between current value of predicts future cash flow that lower than its book value. 10.3 Concerning the un-impairment receivable accounts after inclusively testing(excluding account receivable of single major amount and minor amount), classifiedShenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual 2010 them according to age. According to the actual loss rate of account receivable combination of the group with similar characteristic risk in previous period, the accruing proportion of bad debt provision in this period as follows: account age Rate for receivables (%) Rate for other receivables (%) Within 1 year (included) Un-withdrawing Un-withdrawing 1-2 years 5 5 2-3 years 20 20 Over 3 years 50 50 11. Inventories 11.1 Categorizing of inventory Inventories are divided into raw materials, inventory products, consumption biological assets, products and low-value consumable products etc. 11.2 Calculation method of inventory The various inventory’s purchase and storing calculated based on actual cost; Issuing inventories are measures by weighted average method, low-value consumption and packages used the separated amortizing method. 11.3 Recognition basis of realizable net value of inventory and providing basis of inventory impairment provision Recognition of realizable net value of inventory that directly for selling including completed products, commodity and sale-able materials, the amount of predicted sales prices less predicted sales expenses and tax. Concerning the material inventories need for processing, the net realizable value is the amount of predicted sales price less predicted cost at completion of construction, less predicted sales expenses and tax. The provisions of value decrease of inventories: on the balance sheet date, the provisions of value decrease of inventories are recognized when the net reliable values of inventories are lower than its book values, and are included in the current profits and losses. If the value of inventories is recovered in latter period, the amount of write-down should be resumed and be reversed from the provisions of value decrease of inventories that has been made. The reversed amount should be transferred to the current profits and losses. While recognized the realizable net value of inventory, based on the value price that have been estimated by reliable evidence obtained balance sheet date, considering the purpose of inventory, the fluctuation between the date of balance sheet and the date of disclosure, if there has principal evidence showing new or more evidence towards inventory at balance sheet date, counted as adjustment item; Otherwise, counted as non-adjustment item.Shenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual 2010 11.4 Inventory system Inventory system is the perpetual inventory system. 12. Long-term equity investment 12.1. Category of long-term equity investment Long-term equity investments are: long-term equity investments on subsidiaries, long-term equity investments on joint enterprises, long-term equity investments on associated enterprises, long-term equity investments on enterprises with little control and influence which is not quoted in the principle market and whose fair value cannot be reliably measured (hereinafter referred to as "other long-term equity investments"). 12.2 Initial measurement of long-term equity investment 12.2.1 long-term equity investment formed by corporate merger For the long-term equity investment formed by corporate merger, if it is the long-term equity investment obtained from the corporate merger under the same control, the share of book value of owner’s equity on the merger date shall be taken as the initial investment cost, the difference between the initial investment cost of long-term equity investment and book value of compensatory payment rate shall be adjusted to the share capital premium under the capital reserves; if the share capital premium is not enough to neutralize the difference, it will be adjusted to the retained gains. Directed expenses from corporate merger will accounted into current gains and losses account when it happened. The long-term equity investment obtained through the corporate merger under different control shall be taken the assets paid for control power from the bought parties, occurred or undertaken liabilities and the fair value of issued equity bonds as the initial investment cost of long-term equity investment. Direct expenses from corporate merger will accounted into initial investment cost. 12.2.2 long-term investment obtained from other methods The long-term equity investment obtained by cash payment shall take the actual amount of payment as initial investment cost. The initial cost consists of the expenses directly relevant to the obtainment of the long-term equity investment, taxes and other necessary expenses. But the cash dividends in purchase payment, which is declared but not yet received, shall be included in a separate account receivable. The long-term equity investment obtained from issuing the equity bonds shall taken the fair value of issued equity bonds as initial investment cost. The initial cost of a long-term equity investment obtained by issuing equity securities shall be recognized at the fair values of the issued equity securities. The initial cost of a long-term equity investment of an investor shall be recognized at the contractual value, except the contractual value is unfair.Shenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual 2010 If a long-term investment is obtained by the exchange of non-monetary assets, the transaction possesses commercial nature and the fair values of assets received or surrendered can be measured reliably, the initial cost of the long-term equity investment shall be recognized at the fair values of assets surrendered and the relevant expenses. The balance of fair values and the book values of assets received is included in the current profits and losses. If the long-term equity investment is obtained by liabilities restructuring, the initial cost of the long-term equity investment shall be recognized by the fair values of equity. The balance of the initial cost of long-term equity investment and book value of claim is included in the current profits and losses. 12.3. Subsequent measurement of a long-term equity investment For a long term equity investment on the subsidiaries, the Company shall be accounted by the cost method as prescribed by these Standards, and shall make an adjustment by the equity method when it works out consolidated financial statements. The following long-term equity investments of the joint venture and associated enterprises shall be measured by the equity method. 12.4. Recognition of gains/losses of long-term equity investment The value of a long-term equity investment measured by the cost method shall be recognized at its initial investment cost. The cash dividend or profit enjoyed by invested enterprise that have been announced by investment enterprise shall be recognized as investment income, excluding the actual payment amount of investment while obtaining the investment or the cash dividend or profit that have been announced but have not distributed obtained in the consideration. Long-term equity investment calculated based on equity method, recognized investment income as well as adjusted the book value of long-term equity investment based on the fair value of recognizable assets of invested enterprises while obtaining the investment. According to the distribution profit or cash dividends that has been announced, calculating the receivable part, decreasing the book value of long-term equity investment correspondingly. Concerning other owners’ equity changes of invested enterprises except the net gains/losses, adjusted the book value of long-term equity investment and accounted into owners’ equity. When disposing a long-term equity investment, the difference between its book value and the actual purchase price shall be included in the current profits and losses. For the long-term equity investment measured by the equity method, any variations other than the changes of net profits and losses of the investee are included in the owner's equity. The amount of previous long-term equity investment included in the owner's equity shall be transferred to the current profits and losses in a certain proportion. 12.5. Basis of deciding the common control and major influence on the invested enterprise 12.5.1 recognition of invested enterprise with common controlShenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual 2010 Common controlling means controlling the economic activities jointly according to the contract’s regulations. All joint parties made out a investment contract or Agreement that concerning the significant finance and operation strategy-making, all joint parties consent the significant finance and operation strategy-making for approving. 12.5.2 Basis major influence Major influence refers to the right of decision-making for an enterprise’s finance and operational strategy. Therefore, it can not be controlled or controlled with other parties on these strategy making. Generally, if the Company directly/indirectly holds over 20% but lower than 50% voting shares of the invested enterprises though its subsidiaries, shall recognized as major influence on invested enterprises. 12.6. Impairment testing and basis of impairment provision Impairment testing is performed on the long-term equity investment at each balance sheet date. In case of there is evidence in subsidiaries, joint venture and associated enterprises showing impairment has occurred, the recoverable amount shall be assessed. If the recoverable amount is lower than the book value, the impairment provision shall be provided and accounted into current gains and losses and impairment provision of long-term equity investment. When impairment has occurred in other equity investment, market return of similar financial assets towards the confirmed current value and the book value of investment, their difference shall be recognized as impairment losses that accounted into current gains/losses. Once the impairment loss of a long-term equity investment is recognized, it shall not be written back in subsequent periods. 13. Investment real estate 13.1 Category of investment real estate Investment real estate divided into rented land use rights, land use right which are held and prepared for transfer after appreciation and the rented buildings. 13.2 Measurement of investment real estate Investment real estate is measured according to the initial cost; the Company adopts the cost model to have follow-up measurements of the investment real estate. In which the depreciation method and impairment provision recognition of a building shares the same method with fixed assets’ calculation, the amortizing method of land use right and impairment provision recognition shares the same method with intangible assets’ calculation. 14. Fixed assetsShenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual 2010 14.1.Recognition of fixed assets 14.1.1the economic profit of fixed assets that probably inflow into the Company; 14.1.2cost of this fixed assets can measured reliability. 14.2.Category of fixed assets The fixed assets of the Company divided into house and buildings, equipment and machinery, transportation equipment, electronic equipment and other equipments. 14.3.Depreciation of various fixed assets Depreciations on fixed assets shall be accounted by using the method of average life length, the service life of fixed assets, expected net residual value and the year depreciation rate are as follows: categories Depreciation age(year) Salvage value rate (%) Annual depreciation ratio (%) Houses & buildings 35 3 2.77 equipment and machinery 12 3 8.08 transportation equipment 7 3 13.86 electronic equipment 7 3 13.86 other equipments 7 3 13.86 14.4.Impairment test on fixed asset and providing of impairment provision Impairment testing is performed on fixed assets at each balance sheet day. When evidence showing that impairment has occurred, the recoverable value shall be assessed. The recoverable value of an asset is determined by the higher value between the net amounts of fair value of fixed assets minus disposal expenses and the current value of predicted future cash flow of fixed assets. If the recoverable value of an asset is lower than its book value, the balance shall be provided for impairment provision and accounted into current income account. Once fixed asset impairment is recognized, it shall not be written back in subsequent fiscal periods. 14.5. Basis of deciding the fixed assets from financing rental and its calculation The financing rental fixed assets recognizable for the following one or more standards:Shenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual 2010 14.5.1 Ownership of the rental fixed assets have transfer to lessee at the expiry of renting. 14.5.2 The lessee has the option to purchase rental fixed assets, the decision purchase price predicted lower than the fair value of rental fixed assets with option rights, therefore, at the begging of lease, reasonably recognized that the lessee will use the option rights. 14.5.3though the ownership are not transfer, the time of rental occupied most of the proportion of use life of a rental assets. 14.5.4 The minimum rental payment current value of the lessee at lease date almost equals to the fair value of rental fixed assets at lease date; the minimum rental amount received current value of the lessor at lease date equals to the fair value of rental fixed assets at lease date. 14.5.5The rental fixed assets have specific natures, only the lessee can use without making greater changes. At the beginning of leasing, takes the lower ones between fair values of rental fixed assets and minimum rental payment amount as the accounting value for fixed assets rental, the minimum rental payment as the accounting value of a long-term payable, their difference recognized as uncertain financing expenses. The initial directly expenses attributable to rental fixed assets occurred in the leasing negotiation and in the process of signing lease contract shall be accounted into value of rental fixed assts. While calculating the current value of minimum rental payment, if the interest rate implicit in the lease of the lessor available, the discount rate will be the interest rate implicit in the lease; otherwise, the discount rate will be adopted by the lease contract that have been regulated. If unavailable for the interest rate implicit in the lease and there is no rate regulated in lease contract, the discount rate will adopt the loan rate from the bank at the same period. Uncertain financing expenses adopt the actual rate for amortizing in every period of leasing. The depreciation of rental fixed assets will share the same policy with self-owned depreciable fixed assets. If the ownership of rental fixed assets can reasonable recognized, accruing the depreciation in the use life of this rental fixed assets. Otherwise, take the shorter time between them for accruing depreciation. Contingent rent accounted into current gains/losses when it happened actually. 14.6. Subsequent expenditures of fixed assets Subsequent expenditures of fixed assets refer to the expenditures and fitting fees in the process of renewal during the use life of a fixed asset. If the subsequent expenditures of fixed assets comply with the requirements of fixed assets, they should be accounted into cost of fixed assets, at the mean time deducted the book value of the replaced part; if not comply with the requirement, accounted into current gains and losses. 15. Construction-in-progressShenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual 2010 The construction-in-progress divided into pre-construction preparation, engineering in progress, setting engineering, technology reformed engineering and overhaul engineering etc. and the cost of construction in process is determined at practical construction expenditures. The construction will be transferred to fixed asset with relative expenses occurred as soon as the construction reaches the useful status. At the balance sheet date, as to construction in process which is long-term suspended and will not be re-started in three years, its loss accounted into Construction-in-progress impairment losses shall be calculated by the variance between the recoverable amount and the book value. 16. Borrowing expenses The borrowing expenses shall include interests on borrowings, amortization of discounts or premiums on borrowings, ancillary expenses, and exchange balance on foreign currency borrowings. Where the borrowing expenses incurred to an enterprise can be directly attributable to the acquisition and construction or production of assets eligible for capitalization, it shall be capitalized and recorded into the costs of relevant assets. Other borrowing expenses shall be recognized as expenses on the basis of the actual amount incurred, and shall be recorded into the current profits and losses. 16.1 Conditions of capitalization The borrowing costs shall not be capitalized unless they simultaneously meet the following requirements: 16.1.1The asset disbursements have already incurred, which shall include the cash, transferred non-cash assets or interest bearing debts paid for the acquisition and construction or production activities for preparing assets eligible for capitalization; 16.1.2The borrowing costs has already incurred; and 16.1.3 The acquisition and construction or production activities which are necessary to prepare the asset for its intended use or sale have already started. 16.2 Recognition of capitalized amounts As for specifically borrowed loans for the acquisition and construction or production of assets eligible for capitalization, the to-be-capitalized amount of interests shall be determined in light of the actual cost incurred of the specially borrowed loan at the present period minus the income of interests earned on the unused borrowing loans as a deposit in the bank or as a temporary investment. Where a general borrowing is used for the acquisition and construction or production of assets eligible for capitalization, the enterprise shall calculate and determine the to-be-capitalized amount of interests on the general borrowing by multiplying the weighted average asset disbursement of the part of the accumulative asset disbursements minus the general borrowing by the capitalization rate of the general borrowing used. The capitalization rate shall be calculated and determined in light of the weighted average interest rate of the general borrowing. 16.3 Capitalize cost suspension Where the acquisition and construction or production of a qualified fixed asset is interrupted abnormally and the interruption period lasts for more than 3 months, the capitalization of the borrowing costs shall be suspended. The borrowing costs incurred during such period shall be recognized as expenses, and shall be recorded into the current profits and losses, till the acquisition and construction or production of the asset restarts. If the interruption is a necessary step for making the qualified fixed asset under acquisition and construction or production to be ready for the intended use or sale, the capitalization of the borrowing costs shall continue. 16.4Cease to capitalize costShenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual 2010 When the qualified asset under acquisition and construction or production is ready for the intended use or sale, the capitalization of the borrowing costs shall be ceased. The borrowing costs incurred after the qualified asset under acquisition and construction or production is ready for the intended use or sale shall be recognized as expenses at the incurred amount when they are incurred, and shall be recorded into the current profits and losses. 17. intangible assets Intangible assets consist of intangible assets with limited useful life and those intangible assets with uncertain useful life. 17.1Measurement of intangible assets The intangible assets shall be initially measured according to its actual cost. The cost of self-developed intangible assets shall include the total expenditures incurred during the period from the time when it meets the provisions of certain standards to the time when the expected purposes of use are realized. 17.2Amortization of intangible assets 17.2.1With regard to intangible assets with limited service life, its amortization amount shall be amortized within its service life systematically and reasonably. If it is unable to determine the expected realization pattern reliably, intangible assets shall be amortized by the straight-line method. 17.2.2 Intangible assets with uncertain service life may not be amortized. 17.3The impairment of intangible assets Impairment tests should be conducted towards intangible assets and intangible assets reached no the useful status with uncertain service life at the balance sheet day. For intangible assets with limited life, at the balance sheet day, where any evidence shows that there is possible assets impairment, the recoverable amount of the assets shall be estimated. If the recoverable amount is lower than its carrying value, the carrying value of the asset shall be recorded down to the recoverable amount, and the reduced amount shall be recognized as the losses of intangible asset impairment and be recorded as the current profits and losses. Simultaneously, a provision for the asset impairment shall be made accordingly. Once any loss of asset impairment is recognized, it shall not be switched back in the future accounting periods. 18. Amortization policy of long-term prepaid expenses Determine a reasonable benefit period for Long-term prepaid expenses, and amortize it according to its average benefit period. Concerning the Long-term prepaid expenses with undetermined reasonable benefit period shall amortize it according to its average benefit period of no longer than 10 years. 19. Employee remuneration The term "employee remuneration" refers to all kinds of payments and other relevant expenditures given by enterprises in exchange of the services offered by the employees. The employee remuneration shall include: (1) Wages, bonuses, allowances and subsidies for the employees; (2) Welfare expenses for the employees; (3) Medical insurance, endowment insurance, unemployment insurance, work injury insurance, maternity insurance and other social insurances; (4) Housing accumulation fund; (5) Labor union expenditure and employee education expenses; (6) Non-monetary welfare; (7) Compensations for the cancellation of the labor relationship with the employees; and(8) Other relevant expendituresShenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual 2010 of services offered by the employees. During the accounting period of an employee' providing services to an enterprise, the enterprise shall recognize the remuneration payable as liabilities. Except for the remuneration for the cancellation of the labor relationship with the employee, the enterprise shall, in accordance with beneficiaries of the services offered by the employee, treat this liabilities as the product costs and service costs; construction costs of fixed asset; costs of intangible assets and the current profits or losses. 20. Predicted debts The obligation pertinent to contingencies shall be recognized as estimated debts when the following conditions are satisfied simultaneously: 20.1That obligation is a current obligation of the enterprise; 20.2 It is likely to cause any economic benefit to flow out of the enterprise as a result of performance of the obligation; and 20.3 The amount of the obligation can be measured in a reliable way. The predicted debt use the optimum number needed in the current obligations of implement for initial measurement. The discharge of predicted debts that needs wholly or partial predicts by the third party for compensation, compensation amount considered as assets inclusively when recoverable basic confirmed. The confirmed compensation amount should not exceed the book value of predicted debts. If the obligation of a losses contract and undertaken reconstruction obligations meets the requirement of the abovementioned conditions, recognized as predicted debts. Promise to selling partial business (namely signed the agreement of restricting sales) shall be confirmed as reconstruction liability due to the reconstructed. 21. Income 21.1 No revenue from selling goods may be recognized unless the following conditions are met simultaneously: 21.1.1 The significant risks and rewards of ownership of the goods have been transferred to the buyer by the enterprise; 21.1.2 The enterprise retains neither continuous management right that usually keeps relation with the ownership nor effective control over the sold goods; 21.1.3 The relevant amount of revenue can be measured in a reliable way; 21.1.4 The relevant economic benefits may flow into the enterprise; and 21.1.5 The relevant costs incurred or to be incurred can be measured in a reliable way. 21.2 If an enterprise can, on the date of the balance sheet, reliably estimate the outcome of a transaction concerning the labor services it provides, it shall recognize the revenue from providing services employing the percentage of-completion method. The company adopted the method which applied the proportion of the costs incurred against the estimated total costs to measure the work completed. If an enterprise can not, on the date of the balance sheet, measure the result of a transaction concerning the providing of labor services in a reliable way, it shall be conducted in accordance with the following circumstances, respectively: a. If the cost of labor services incurred is expected to be compensated, the revenue from the providing of labor services shall be recognized in accordance with the amount of the cost ofShenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual 2010 labor services incurred, and the cost of labor services shall be carried forward at the same amount; or b. If the cost of labor services incurred is not expected to compensate, the cost incurred should be included in the current profits and losses, and no revenue from the providing of labor services may be recognized. 21.3 No revenue from abalienating of right to use assets may be recognized unless the relevant economic benefits are likely to flow into the enterprise. The amount of interest revenue should be measured and confirmed in accordance with the length of time for which the enterprise's cash is used by others and the actual interest rate. The amount of royalty revenue should be measured and confirmed in accordance with the period and method of charging as stipulated in the relevant contract or agreement. 22. Government Subsidies A government subsidy means the monetary or non-monetary assets obtained free by an enterprise from the government, but excluding the capital invested by the government as the owner of the enterprise. Government subsidies consist of the government subsidies pertinent to assets and government subsidies pertinent to income. Asset-related government subsidies are recognized as deferred income and accounted into the successive period’s non-operating income account since the relative assets reached the predicted useful status. The relative assets have been sell-out, transfer, condemned or damaged before the useful life expire, the un-neutralized balance of deferred income shall be accounted into non-operating income of current assets disposal. The government subsidies pertinent to incomes, which are used for compensating the related future expenses or losses of the enterprise shall be recognized as deferred income and shall included in the current non-operating income during the period when the relevant expenses are recognized while which are used for compensating the related expenses or losses incurred to the enterprise shall be directly included in the current non-operating income. 23. deferred income tax assets and deferred income tax liabilities Where there is any difference (temporary) between the carrying amount of an asset or liability and its tax base, it shall be recognized as a deferred income tax liability or deferred income tax asset according to the present Standards. At the balance sheet date, the deferred income tax assets and deferred income tax liabilities shall be measured at the tax rate applicable to the period during which the assets are expected to be recovered or the liabilities are expected to be settled For those taxable provisional differences related to investments in subsidiaries, joint ventures and affiliated enterprises, if the Company is able to control the writing back time of the provisional differences, and these provisional differences may neither be written back in an expectable future, are not recognized as relative deferred income tax liabilities. As for any deductible loss or tax deduction that can be carried forward to the next year, the corresponding deferred income tax assets shall be determined to the extent that the amount of future taxable income to be offset by the deductible loss or tax deduction to be likely obtained. For those deductible provisional differences related to investments in subsidiaries, joint ventures and affiliated enterprises, if these provisional differences may be written back in an expectable future and may obtained taxable income used to deduct provisional differences in futureShenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual 2010 possibly, are recognized as relative deferred income tax assets. Those tax deductions which can be used to deduct losses and can be carried on to future years, to the extend of the amount of taxable income used to deduct the deducible losses and deductible tax which can possibly be obtained, are recognized as corresponding deferred income tax assets. 24. Changes of major accounting policies and accounting estimation 24.1.Changes in accounting policies There were no important changes in accounting policies of the Company in this reporting period. 24.2.Changes in accounting estimates There were no important changes in accounting estimates of the Company in this reporting period. 25. Error correction of previous accounting There are no error corrections for previous peiod.Shenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual 2010 Note 3. Taxations The types of tax applicable to the Company Their tax rates are as follows: Type Tax base Rate % VAT Added value of sold goods 17 Value of services 17 Operation tax Operation turnover 5 City maintaining & construction tax Taxable turnover 1 Corporation income tax Taxable income 22 * The Company originally was the Dweller-Enterprises which enjoyed 15% Enterprise Income Tax, in accordance with Notice by the PRC State Council on the Implementation of the Grandfathering Preferential Policies under the PRC Enterprise Income Tax Law (Decree No. [2007] 39), the Company would gradually transit to statutory rate after 5 years of the implementation of New Income Tax Law, in which 18% tax rate was adopted for year 2008, 20% tax rate for year 2009, 22% tax rate for year 2010 , 24% tax rate for year 2011 and 25% tax rate for year 2012. Note 4.Enterprise consolidation and consolidated financial statements 1. Information of subsidiaries 1.1.Conditions of subsidiaries under the same control(Expressed in RMB 10,000 Yuan) Name of subsidiary Type of subsidiary Registered place Business nature Registered capital Business scope Actual investment amount at period-end Holding proportion% Voting proportion% Consolidated statement Yes/No Shenzhen Automobile Industry and Trading Company (The Automobile Industry and Trading) Wholly-owned subsidiary Shenzhen Business industry 5896 Automobile and accessories selling 12625 100 100 Yes Shenzhen SD Huari Automobile EnterpriseCo. Limited (The Hua Ri ) Holding subsidiary Shenzhen Service industry USD500 Automobile maintenance & production and sales of 1922 60 60 YesShenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual 2010 accessories Shenzhen Zhongtianye Industry Co. Ltd (The Zhongtian) Wholly-owned subsidiary Shenzhen Service industry 725 Leasing 1070 100 100 Yes Shenzhen Huari Toyota Automobile Co. Ltd (The Huari Toyota) Holding subsidiary Shenzhen Business industry 200 Automobile selling 181 60 60 Yes 1.2.Conditions of subsidiaries consolidated by other means (Expressed in 10,000 RMB Yuan) Name of subsidiary Type of subsidiary Registered place Business nature Registered capital Business scope Actual investment amount at period-end Holding proportion% Voting proportion% Consolidated statement Yes/No Shenzhen Teli Xinyongtong Automobile Development Co. Ltd (The Xinyongtong) Wholly-owned subsidiary Shenzhen Service industry 3290 Automobile inspection & repair 5767 100 100 Yes Shenzhen SD Teli Property Management Co. Ltd (The Teli Property) Wholly-owned subsidiary Shenzhen Service industry 705 Property management 502 100 100 Yes Shenzhen SD Teli Real Estate Co. Ltd (The Real Estate) Wholly-owned subsidiary Shenzhen Manufac turing in dustry 3115 Real estate development 3115 100 100 Yes Shenzhen Teli Real Estate Exchange Co. Ltd (The Exchange) Wholly-owned subsidiary Shenzhen Service industry 200 Real estate agent 200 100 100 Yes Shenzhen Xinyongtong Automobile Inspection Equipment Co. Ltd (The Inspection) Holding subsidiary Shenzhen Service industry 1961 Production of automobile inspection equipment 1000 51 51 Yes 2. Condition of shareholders’ equity of minority of subsidiaries Name of subsidiary Proportion of the share held% Minority interests Amount of written down in gains/losses of minority shareholders Excess losses undertook by parent company for minority shareholders Shenzhen SD Huari Automobile Enterprise Co., Limited 40% 18,916,402.33 -- -- Shenzhen Huari Toyota Automobile Co., Ltd. 40% 2,969,636.19 -- --Shenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual 2010 Name of subsidiary Proportion of the share held% Minority interests Amount of written down in gains/losses of minority shareholders Excess losses undertook by parent company for minority shareholders Shenzhen Xinyongtong Automobile Inspection Equipment Co., Ltd. 49% 3,119,027.72 -- -- Total 25,005,066.24 -- -- 3. Change of consolidated scope during the reporting period There is on changes in consolidated scope during the 1st half year of 2010.Shenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual2010 Note 5. Notes to main items of financial statements 1. Monetary fund Original currency Exchange rate Equal to RMB Original currency Exchange rate Equality to RMB Cash RMB 256,999.83 1.0000 256,999.83 127,403.27 1.0000 127,403.37 HKD 42,092.85 0.8824 37,144.05 44,752.45 0.8805 39,404.53 USD 1433 6.7909 9,731.36 1433 6.8282 9,784.81 YEN 292,430.00 0.0738 21,581.33 198,656.00 0.0738 14,660.81 Subtotal 325,456.57 191,253.52 Bank Deposit RMB 52,472,302.89 0.9944 52,176,831.61 76,791,528.04 1.0000 76,791,528.04 HKD 188,153.60 0.8876 166,998.39 191,369.84 0.8806 168,524.92 USD 207,139.30 1.0792 223,543.62 32,932.76 6.8282 224,871.47 Subtotal of bank deposit 52,567,373.62 77,184,924.43 Other monetory fund - - - - - - Total 52,892,830.19 77,376,177.95 Category 2010-6-30 2010-1-1 Current deposit non-recognized as cash and cash equivalent as at 30 June 2010: Deposit bank currency deposit amount Deposit term rate notes SPD Bank Shenzhen Fuhua Branch RMB 5,000,000.00 12 months 2.25% Un-pledgeShenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual2010 2. Accounts receivable 2.1 classified by categories Amount Proporti on Amount Accruin g proport ion Amount Proporti on Amount Accruin g proport ion Single item with major amount 21,056,589.94 44.29% 19,458,533.91 92.41% 22,221,340.56 43.27% 19,458,533.91 87.57% Single item with minor amount but with greater risks when combined with other similar items 15,965,624.09 33.58% 14,770,765.90 92.52% 17,008,579.09 33.12% 14,770,765.90 86.84% Other minor 10,521,698.62 22.13% 8,315,687.51 79.03% 12,128,799.22 23.61% 8,315,687.51 68.56% Total 47,543,912.65 100.00% 42,544,987.32 89.49% 51,358,718.87 100.00% 42,544,987.32 82.84% Categories 2010-6-30 2010-1-1 Book Value bad debt provision Book Value bad debt provision 2.2 Classified according to ages 1-2 years 992,788.35 2.09% 426,894.53 1,664,375.89 3.24% 880,485.94 2-3 years 1,641,435.54 3.45% 599,041.80 2,345,578.11 4.57% 583,250.95 Over 3 years 43,968,880.13 92.48% 41,519,050.99 44,805,179.98 87.24% 41,081,250.43 Total 47,543,912.65 100.00% 42,544,987.32 51,358,718.87 100.00% 42,544,987.32 2.3 Single item with major amount in period-end or the account receivable of bad debt provision by solely impairment testing for single item with minor amountsShenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual2010 Name Book blance Amount of bad debt Accruing proportion( %) Reasons Jinlu Company 9,846,607.00 9,846,607.00 100.00 long-aged,may not be get back expectedly Shenzhen Bijiashan Entertainment Company 172,000.00 172,000.00 100.00 long-aged,may not be get back expectedly Guangzhou Lemin Computer Center 86,940.00 86,940.00 100.00 long-aged,may not be get back expectedly Vehicle club salon 425,720.67 425,720.67 100.00 long-aged,may not be get back expectedly JMC Automobile Manufactures 1,191,059.98 1,191,059.98 100.00 long-aged,may not be get back expectedly General Products of Guangdong Holdings Company 4,060,329.44 4,060,329.44 100.00 long-aged,may not be get back expectedly Yangjiang Automobile Trading Co., Ltd. 1,150,000.00 1,150,000.00 100.00 long-aged,may not be get back expectedly GD Zhanjiang Samsung Automobile Holdings Co., Ltd. 1,862,000.00 1,862,000.00 100.00 long-aged,may not be get back expectedly Shenzhen Lianxian Logistic Co., Ltd. 169,970.04 169,970.04 100.00 long-aged,may not be get back expectedly Total 18,964,627.13 18,964,627.13 100.00 2.4 Top 5 receivables in owed accounts as at 30 June 2010: 2.5 There is no balance of accounts receivable due from shareholders holding 5% (including 5%) voting shares at the end of period end. 2.6 the amount of related parties in period-end balance of accounts receivable could be found in 7 under Note 6. 3. Accounts paid in advance 3.1 Classified according to age Name Relationship of the Company Amount Proportion(%) Age Shenzhen Jinlu Industry and Trading Co., Ltd. Non-related party 9,846,607.00 20.71% Over 5 years GD Zhanjiang Three Stars Automobile Holdings Co., Ltd. Non-related party 4,060,329.44 8.54% Over 5 years General Products of Guangdong Holdings Company Non-related party 1,862,000.00 3.92% Over 5 years Jiang Ling Plant Non-related party 1,191,059.98 2.51% Over 5 years Yangjiang Automobile Trading Co., Ltd. Non-related party 1,150,000.00 2.42% Over 5 years Total 18,109,996.42 38.09%Shenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual2010 Amount Proportion Amount Proportion Within 1 year 9,278,184.82 95.04% 17,632,252.48 98.62% 1-2 years 134,715.18 1.38% 112,130.79 0.63% 2-3 years 134,009.19 1.37% 134,009.19 0.75% Over 3 years 215,619.74 2.21% - - Total 9,762,528.93 100.00% 17,878,392.46 100.00% Age 2010/6/30 2010/1/1 3.2Condition of top 5 companies in account paid in advance Name Amount Proportion (%) Age Reason FAW TOYOTA Motor Sales Co., Ltd. 5,241,495.33 53.69% within 1 year Not receiving the commodities Toyota Motor (China) Investment Co., Ltd. 2,307,032.43 23.63% within 1 year Not receiving the commodities Suzhou Pacific Vehicle Testing Equipment Co., Ltd. 63,100.00 0.65% over 3 years handling no settlement procedures Shenzhen Xintaiyu Industrial Co., Ltd. 55,240.00 0.57% over 3 years handling no settlement procedures Zibo Kechuang Electronic Co., Ltd. 40,629.98 0.42% over 3 years handling no settlement procedures Total 7,707,497.74 78.95% 3.3 There is no balance of accounts paid in advance due from shareholders holding 5% (including 5%) voting shares at the end of the reporting period. 3.4 There is no balance of accounts paid in advance for associates.Shenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual2010 4.Other receivables 4.1 Classified according to category Single item with major amount 51,436,598.37 68.96% 34,666,557.30 67.40% 50,135,493.17 71.29% 34,666,557.30 69.15% Single item with minor amount but with greater risks when combined with other similar 13,308,372.61 17.84% 10,620,074.64 79.80% 10,834,861.75 15.41% 10,620,074.64 98.02% Other minor 9,846,157.94 13.20% 2,769,197.67 28.12% 9,359,578.44 13.30% 2,769,197.67 29.59% Total 74,591,128.92 100.00% 48,055,829.61 64.43% 70,329,933.36 100.00% 48,055,829.61 68.33% 4.2 Classified according to ages Amount Proportion( %) Bad debt provision Amount Proportion( %) Bad debt provision Within 1 year 7,173,994.93 9.62% - 7,832,147.75 11.14% 540,287.76 1-2 years 2,774,986.29 3.72% 570,588.86 1,348,303.95 1.92% 296,505.11 2-3 years 4,788,848.60 6.42% 887,361.15 4,045,632.98 5.75% 928,590.48 Over 3 years 59,853,299.10 80.24% 46,597,879.60 57,103,848.68 81.19% 46,290,446.26 Total 74,591,128.92 100.00% 48,055,829.61 70,329,933.36 100.00% 48,055,829.61 Age 2010-6-30 2010-1-1 4.3 Single item with major amount in period-end or the account receivable of bad debt provision by solely impairment testing for single item with minor amounts.Shenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual2010 Name Book balance Bad debt amount Accruing proportion% Reason Zhongqi South Corporation 9,832,956.37 9,832,956.37 100.00 Predicted unrecovered due to long age of account South Industial&Trading (SZ) Industrial Co., Ltd. 7,359,060.75 7,359,060.75 100.00 Predicted unrecovered due to long age of account Shenzhen Zhonghao Corporation 5,000,000.00 5,000,000.00 100.00 Predicted unrecovered due to long age of account Jinbeili Household Appliance Co., Ltd. 2,706,983.51 2,706,983.51 100.00 Predicted unrecovered due to long age of account Shenzhen Xinxingtai Trading Co., Ltd. 2,418,512.90 2,418,512.90 100.00 The company nonexistence,predicted unrecovered Huatong Package Co., Ltd. 1,212,373.79 1,212,373.79 100.00 Predicted unrecovered due to long age of account Shenzhen Gold Crane Standard Fittings mould Co., Ltd. 1,023,560.00 1,023,560.00 100.00 Predicted unrecovered due to long age of account Heyuan Dongfeng Technology Service Station 930,000.00 930,000.00 100.00 Predicted unrecovered due to long age of account Shenzhen Xiandao Chemistry New Material Co., Ltd. 708,072.26 708,072.26 100.00 Predicted unrecovered due to long age of account Shenzhen Baodong Real Estate Development Co., Ltd. 609,773.00 609,773.00 100.00 Predicted unrecovered due to long age of account Hua Shengchang Motor Co., Ltd. 463,912.46 463,912.46 100.00 Predicted unrecovered due to long age of account Shenzhen Tefa Tongcheng Industrial Co., Ltd. 133,085.87 133,085.87 100.00 Predicted unrecovered due to long age of account 4.4The top 5 accounts receivable: Name Relationship of the Company Amount Proportion% Zhongqi South Corporation Non-related party 9,832,956.37 13.18% South Industry&Trading Industry (SZ) Co., Ltd. Non-related party 7,359,060.75 9.87% Shenzhen Tellus Motor Service Chain Co., Ltd. Associated Company 7,044,329.60 9.44% Shenzhen Zhonghao Corporation Non-related party 5,000,000.00 6.70% Jinbeili Household Appliance Co., Ltd. Non-related party 2,706,983.51 3.63% Total 31,943,330.23 42.82% 4.5 There is no balance of other accounts receivable due from shareholders holding 5% (including 5%) voting shares at the period-end. 4.6 Balance of other accounts receivable of the related party’s account at period-end see more details in 7 under Note 6. 5.InventoryShenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual2010 Amount Depreciation provision Net amount Amount Depreciation provision Net amount Raw material 8,422,791.09 5,161,245.85 3,261,545.24 7,718,479.33 5,161,245.85 2,557,233.48 Low value consumption goods 570.00 - 570.00 27,569.98 - 27,569.98 Inventory goods 42,056,115.73 13,040,368.05 29,015,747.68 25,400,136.21 13,040,368.05 12,359,768.16 Products in progress 7,460,690.06 4,031,262.45 3,429,427.61 7,460,690.06 4,031,262.45 3,429,427.61 Total 57,940,166.88 22,232,876.35 35,707,290.53 40,606,875.58 22,232,876.35 18,373,999.23 Items 2010-6-30 2010-1-1 6. Financial assets available for sale Item 2010-6-30 2010-1-1 Equity instrument available for sale 1,506,232.75 1,849,330.80 Inc: Shares of China Merchant Bank 1,506,232.75 1,849,330.80 Total 1,506,232.75 1,849,330.80 7. Held-to-maturity investment Item 2010-6-30 2010-1-1 Treasury bonds 121,300.00 121,300.00 Total 121,300.00 121,300.00Shenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual 2010 8.Long-term equity investment Invested company name Initial investment cost 2010-1-1 Change of increase/dec rease 2010-6-30 proportio n of share held(%) Proportio of voting(%) Proportion for impairment Net amount I.Joint ventures calculated based on equity method Shenzhen Tellus GEM Investment Co., Ltd. 28,352,480.00 27,011,026.75 -318,500.01 26,692,526.74 50.00 50.00 - 2 6,692,526.74 Shenzhen Telixing Investment Co., Ltd. 13,600,000.00 8,029,868.45 21,905.22 8,051,773.67 50.00 50.00 - 8,051,773.67 Subtotal 41,952,480.00 35,040,895.20 -296,594.79 34,744,300.41 - 34,744,300.41 II.Affiliated enterprises calculated based on equity method Shenzhen Xinglong Mechanical Mould Co., Ltd. 2,554,392.64 6,410,470.52 17,700.00 6,428,170.52 30.00 30.00 - 6,428,170.52 Shenzhen Tellus Automobile Services Development Co., Ltd. 800,000.00 - - - 40.00 40.00 - - Shenzhen Renfu Tellus Automobiles Services Co., Ltd. 10,500,000.00 44,160,713.30 4,420,500.00 48,581,213.30 35.00 35.00 - 4 8,581,213.30 Shenzhen Automobile Industry Import and Export Co., Ltd. 4,934,460.20 7,846,695.97 -203,775.00 7,642,920.97 35.75 35.75 - 7,642,920.97 Shenzhen Dongfeng Automobile Co., Ltd. 14,527,044.85 14,801,059.38 1,070,000.00 15,871,059.38 25.00 25.00 - 1 5,871,059.38 Shenzhen Xinyongtong Test Technology Co., Ltd. 496,000.00 553,455.75 - 553,455.75 31.00 31.00 - 553,455.75 Shenzhen Xinyongtong Oil Pump 155,000.00 147,478.47 - 147,478.47 31.00 31.00 - 147,478.47Shenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual 2010 Invested company name Initial investment cost 2010-1-1 Change of decrease/ increase 2010-6-30 Proportio n of share held(%) Proportio of voting(%) Provision for impairment Net amount III.Other equity investment calculated based on cost Shenzhen Tellus Xinyongtong Automobile Services Co., Ltd. 504,000.00 75,000.00 429,000.00 504,000.00 18.00 18.00 - 504,000.00 China Pufa Machine Industry General Company 10,176,617.20 10,176,617.20 - 10,176,617.20 5.30 5.30 - 1 0,176,617.20 Hunan Changyang Industry Co., Ltd.*2 6,900,000.00 1,810,540.70 - 1,810,540.70 36.55 36.55 1,810,540.70 - Shenzhen Hanli High-tech Pottery Co., Ltd.*2 3,466,000.00 1,956,000.00 - 1,956,000.00 80.00 80.00 1,956,000.00 - Shenzhen Jiecheng Electronics Co., Ltd.*2 3,150,000.00 3,225,000.00 - 3,225,000.00 45.00 45.00 3,225,000.00 - Shenzhen Jingwei Industry Co., Ltd. 4,000,000.00 4,000,000.00 - 4,000,000.00 12.50 12.50 4,000,000.00 - Shenzhen (Moscow) Co., Ltd. 825,000.00 825,000.00 - 825,000.00 7.00 7.00 825,000.00 - Wuhan Weite Hotel*2 640,000.00 640,000.00 - 640,000.00 640,000.00 - Shenzhen Xiandao Chemistry New Material Co., Ltd. *2 7,256,401.38 4,751,621.62 - 4,751,621.62 40.00 40.00 4,751,621.62 - Shenzhen Petroleum Chemistry (Group) Co., Ltd.*2 700,000.00 700,000.00 - 700,000.00 10万股 10万股 700,000.00 - Southern Automobile Maintenance Center*2 6,700,000.00 6,700,000.00 - 6,700,000.00 100.00 100.00 6,700,000.00 - China Automobile Industry Shenzhen Trade Corporation*2 400,000.00 400,000.00 - 400,000.00 40.00 40.00 400,000.00 - Shenzhen General Standard Fittings Co., Ltd*2 500,000.00 500,000.00 - 500,000.00 25.00 25.00 500,000.00 - China Automobile Industry Shenzhen Trade*2 17,849.20 17,849.20 - 17,849.20 49.00 49.00 17,849.20 - China Automobile Southern Sales Corporation*2 2,250,000.00 2,250,000.00 - 2,250,000.00 49.00 49.00 2,250,000.00 - Electrical Bicycle Project*2 600,000.00 600,000.00 - 600,000.00 11.10 11.10 600,000.00 - Shenzhen South Automobile Trade Investment Co., Ltd. 11,710,000.00 11,710,000.00 - 11,710,000.00 14.73 14.73 - 1 1,710,000.00 Shenzhen Gold Crane Standard Fittings Mould Co., Ltd.*2 453,440.00 453,440.00 - 453,440.00 15.00 15.00 453,440.00 - China Automobile Training Center*2 600,000.00 600,000.00 - 600,000.00 6.25 6.25 600,000.00 - Shenzhen Bailiyuan Electrical Source Co., Ltd.*2 1,320,000.00 1,320,000.00 - 1,320,000.00 25.00 25.00 1,320,000.00 - Mini-Dragon(Zeng Wengang)*2 162,000.00 162,000.00 - 162,000.00 6.25 6.25 162,000.00 - Shenzhen Yimin Automobile Trade Company*2 200,001.10 200,001.10 - 200,001.10 200,001.10 - Shenzhen Basic Transportation Machinery Co., Ltd. 302,368.57 302,368.57 - 302,368.57 15.00 15.00 - 302,368.57 Hong Kong Rishen International Co., Ltd. 145,800.00 145,800.00 - 145,800.00 7.50 7.50 121,800.00 24,000.00 Subtotal 62,979,477.45 53,521,238.39 429,000.00 53,950,238.39 31,233,252.62 22,716,985.77 Total 139,821,855.14 163,338,686.16 5,436,830.21 168,775,516.37 31,233,252.62 137,542,263.75Shenzhen Tellus Holding Co., Ltd. Notes to Financial Statements Semi-annual 2010 1.The company changed its name from Shenzhen Xinyongtong Licheyuan Motor Services Co., Ltd. with increase capital of RMB429,000; 2. These companies have been terminated their business, and the Company has no significant influences on them.深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 9. Investment real estate 9.1 investment real estate measured by cost model Items 2010-1-1 Increase Decrease 2010-6-30 Original value House&building 181,002,443.71 - - 181,002,443.71 Total 181,002,443.71 - - 181,002,443.71 Accumulative depreciation House&building 62,102,745.30 2,619,607.50 - 64,722,352.80 Total 62,102,745.30 2,619,607.50 - 64,722,352.80 Book value House&building 118,899,698.41 116,280,090.91 Total 118,899,698.41 116,280,090.91 9.2 Mortgage investment real estate at period-end Items been mortgaged Original value at period-end Net value at period-end F/1 to F/4 and F/27 to F/29 of Tellus building 23,961,792.74 17,865,535.38 421 factory building in Bagualing 33,917,679.95 25,379,042.61 Dongfeng building 9,640,803.22 7,239,886.30 Machine Processing Workshop 9,458,559.68 4,195,314.58 Riveting Workshop 4,455,052.22 1,301,380.63 5#,6# and 7# Block in Buxin 7,379,753.13 3,894,956.30 F/6to F/7 of 10#Block in Buxin 3,231,493.46 1,755,326.20 3#Factory building in Buxin 67,503,936.40 45,403,342.96 5# to 7# Factory building in Buxin 6,377,742.29 2,806,737.13 Total 165,926,813.09 109,841,522.09深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 10. Fixed assets Items 2010-1-1 Increase Decrease 2010-6-30 Original value House & buildings 273,760,865.17 - - 273,567,329.87 Machinary equipment 19,672,732.91 - 171,035.50 18,687,339.41 Transportation equipment 8,580,461.70 668,170.00 485,699.46 9,700,284.24 Electric equipment 8,094,048.15 155,390.45 - 9,772,895.26 Other equipment 8,730,267.21 132,360.00 22,000.00 7,058,021.89 Fitting fee for owned buildings 3,008,152.86 - - 3,329,507.82 Total 321,846,528.00 955,920.45 678,734.96 322,115,378.49 Accumulative depreciation House & buildings 98,933,385.10 4,154,214.44 - 102,951,023.28 Machinary equipment 15,413,510.18 262,922.93 165,904.43 14,941,743.97 Transportation equipment 6,457,762.58 348,473.28 371,560.00 7,079,955.53 Electric equipment 5,976,316.34 273,662.08 - 7,463,545.84 Other equipment 7,152,055.12 158,819.64 1,649.97 5,848,708.01 Fitting fee for owned buildings 1,611,359.67 352,783.32 - 2,271,173.65 Total 135,544,388.99 5,550,875.69 539,114.40 140,556,150.28 Less: provision of impairment House & buildings 3,555,385.70 - - 3,555,385.70 Machinary equipment 650,147.31 - - 650,147.31 Other equipment 22,029.00 - 22,029.00 Total 4,227,562.01 - - 4,227,562.01 Book value House & buildings 171,272,094.37 167,060,920.89 Machinary equipment 3,609,075.42 3,095,448.13 Transportation equipment 2,122,699.12 2,620,328.71 Electric equipment 2,117,731.81 2,309,349.42 Other equipment 1,556,183.09 1,187,284.88 Fitting fee for owned buildings 1,396,793.19 1,058,334.17 Total 182,074,577.00 177,331,666.20 10.1 The fixed assets with original book value amount of RMB 60,740,000 and net value of RMB 26,990,000 have been mortgaged to bank. 10.2 Ended at 30 June 2010, the Company had not applied or obtained the Property Certificates of the house and buildings with book values of RMB Yuan 194,540,000 and net values of RMB Yuan 126,420,000. The time for obtained the Property Certificate un-predicted due to the historical retained reasons.深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 10.3 Ended as 30 June 2010, the Company has no the significant fixed assets fully useless, no the significant fixed assets held prepared to sold and no the fixed assts rented by financing tenancy.深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 11. Intangible assets Trademark right 11,744.96 3,750.00 - 15,494.96 Software 43,333.29 19,999.98 - 63,333.27 Total of accumulative amortizing 55,078.25 23,749.98 - 78,828.23 Less:Impairment provision of intangible assets - - Book value of intangible assets 219,921.75 196,171.77 12. Long-term deferred expenses Items 2010-1-1 Increase Amortizing Written back 2010-6-30 Fitting expenses 182,513.54 - 41,301.22 - 141,212.32 Web net constructure fee 4,509.28 - 4,509.28 - - Hotel facilities 557,879.02 - 75,433.28 - 482,445.74 Follwing-up restructure fee 590,536.64 - 67,908.24 - 522,628.40 Promises fee of 3-year loan limited of SPD Bank 273,028.30 230,282.83 87,177.45 - 416,133.68 Other 79,802.13 - 44,768.32 - 35,033.81 Total 1,688,268.91 230,282.83 321,097.79 1,597,453.95 13. Deferred income tax assets and deferred income tax liabilities The deferred income tax assets and deferred income tax liabilities are not listed the net amount after offsetting. 13.1 recognized deferred income tax assets and deferred income tax liabilities Items 2010-06-30 2010-01-01 Deferred income tax assets: Provision of assets impairment 29,471,082.36 29,471,082.36 Offset-able losses 341,099.94 341,099.94 Subtotal 29,812,182.30 29,812,182.30 Deferred income tax liabilities: differences of taxes payable* 2,022,414.94 2,022,414.94深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 Change of fair value of financial assets available for sale that have been accounted into capital reserves 393,524.95 393,524.95 Subtotal 2,415,939.89 2,415,939.89 * The differences of taxes payable due to the fixed assets’ depreciation period lower than the depreciation period regulated by Tax Laws. 13.2 un-recognized deferred income tax assets Items 2010-06-30 2010-01-01 offset-able differences 2,884,849.78 2,884,849.78 offset-able losses 3,138,768.76 3,138,768.76 Total 6,023,618.54 6,023,618.54 Due to the uncertain of sufficient amount of taxes payables obtaining in future, the partial offset-able differences and offset-able losses are not recognized as deferred income tax assets. 13.3 corresponding differences results in the items of differences assets or liabilities Item Difference amount Bad debt provision of accounts receivable 42,544,987.32 Bad debt provision of other accounts receivable 48,055,829.61 Provision of inventory depreciation 22,232,876.35 Change of fair value of financial assets available for sale -1,788,749.75 Impairment of long-term equity investment 31,233,252.62 Impairment of fixed assets 4,227,562.01 Total 146,505,758.16 14. Asset Impairment Provision深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 Written back Transfer red Bad debt provision 90,600,816.93 - - - 90,600,816.93 Inventory impairment provision 22,232,876.35 - - - 22,232,876.35 Long-term equity investment impairment provision 31,233,252.62 - - - 31,233,252.62 Fixed assets impairment provision 4,227,562.01 - - - 4,227,562.01 Total 148,294,507.91 - - - 148,294,507.91 Items 2010-1-1 2010-6-30 Increase in this period Decrerase in this period深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 15. Short-term loans Type of loan 2010-6-30 2010-1-1 Pleged loan 12,341,670.08 17,563,411.86 Credit loan 33,828,509.00 34,855,511.00 Total 46,170,179.08 52,418,922.86 There are no overdue loans in this report period. 16. Accounts payable Items 2010-6-30 2010-1-1 Accounts payable 33,763,867.98 32,734,686.58 16.1 No accounts payable to shareholders with 5% or above voting shares of the Company. 16.2 Balance of accounts payable from associate are shown in No. 7 in Note 6. 17. Accounts received in advance Item 2010-6-30 2010-1-1 Accounts received in advance 2,377,860.02 1,561,591.32 17.1 At balance of period-end, no account received in advance from shareholders with 5% (5%included) voting shares of the Company. 17.2 No account received in advance from related companies at period-end balance. 18. Wages payable Social security 1,643,412.23 2,853,420.35 2,653,972.99 1,842,859.59 Trade union fee and education fee 264,301.89 386,275.09 496,303.52 154,273.46 Compensation for releasing of labor service contract - 140,737.54 140,737.54 Others 32,850.00 520,520.00 357,816.00 195,554.00 Total 9,128,110.35 23,036,486.11 24,194,969.54 7,969,626.92深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 19.Tax payable Taxation type 2010-6-30 2010-1-1 VAT -2,599,607.05 1,126,167.45 Business tax 601,314.87 733,837.92 City constructio tax 14,584.08 23,355.07 Enterprise income tax -313,115.62 1,373,740.07 Property tax 995,859.97 983,618.96 Land VAT 5,385,259.60 5,362,442.05 Individual income tax 16,460.32 -65,325.56 Education surtax 43,788.91 76,638.80 Other 30,567.16 41,756.20 Total 4,175,112.24 9,656,230.96 20. Other payables Item 2010-6-30 2010-1-1 Other payables 103,933,384.34 113,143,361.92 20.1 Other account payable to shareholders with 5% or above voting shares of the Company is shown in No. 7 in Note 6. 20.2 Other account payables of related parties found in No.7 under Note 6. 21. Non-current liabilities due within 1 year 21.1 Category Item 2010-6-30 2010-1-1 Long-term loans due within 1 year 8,640,000.00 8,160,000.00 Total 8,640,000.00 8,160,000.00 21.2 Long-term loans due within 1 year深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 Name of the company Amount at period-end Rate Type of loan Time SPD Bank Fuhua Branch 4 ,960,000.00 5.40% Pledge 2009.08.10-2011.02.10 SPD Bank Fuhua Branch 2 ,800,000.00 5.40% Pledge 2009.07.31-2011.01.31 SPD Bank Fuhua Branch 4 00,000.00 5.40% Pledge 2009.05.31-2011.02.31 SPD Bank Fuhua Branch 4 80,000.00 5.67% Pledge 2010.02.05-2011.05.05 Total 8 ,640,000.00 22.Long-term loans 22.1 Category Item 2010-6-30 2010-1-1 Pledge loan 97,020,000.00 95,700,000.00 Total 97,020,000.00 95,700,000.00 22.2 major details of long-term loans Loan unit Balance at period-end Rate Type of loan Term of loans SPD Bank Fuhua Branch 5 3,320,000.00 5.40% Pledge 2009.08.10-2012.08.10 SPD Bank Fuhua Branch 3 0,100,000.00 5.40% Pledge 2009.07.31-2012.07.31 SPD Bank Fuhua Branch 8 ,200,000.00 5.40% Pledge 2009.05.31-2012.05.31 SPD Bank Fuhua Branch 5 ,400,000.00 5.67% Pledge 2010.02.05-2013.02.05 Total 9 7,020,000.00 23.Long-term payables I te m 20 10 - 6- 30 2 01 0- 1- 1 Technical innovation loan 11,311.96 11,311.96 Employee housing deposit 2,588,848.40 2,588,848.40 Other loan 1,320,000.00 1,320,000.00 T ot al 3,920,160.36 3,920,160.36深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 24.Projected liabilities Categories 2010-1-1 Increased in this period Decreased in this period 2010-6-30 External guarantee 87,568,728.57 - - 87,568,728.57 Total 87,568,728.57 - - 87,568,728.57 *See more details of External guarantee in No. 1.3 in Note 7. 25. Share capital Items 2010-1-1 Increased Decreased 2010-6-30 I.Negotiable shares with selling restriction condition 1.State-owned shares - - - - 2.Statae-owned legal person shares 1 4,587,056.00 - - 14,587,056.00 3.Domestic legal person shares - - - - 4.Overseas legal person shares - - - - 5.Domestic nature person shares - - - - 6.Others - - - - Subtotal 14,587,056.00 - - 14,587,056.00 II.Unconditional negoriable shares 1.RMB common shares domestically listed 179,294,544.00 - - 179,294,544.00 2.Foreign shares domesticaly listed 26,400,000.00 - - 26,400,000.00 3.Foreign shares listed overseas - - - -- 4.other - - - -- Total 205,694,544.00 - - 205,694,544.00 III. Total shares 220,281,600.00 - - 2 20,281,600.00 26.Capital reserve深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 Items 2010-1-1 Increased Decreased 2010-6-30 Share capital premium 3,024,773.35 - - 3,024,773.35 Other capital reserves 4,814,914.96 - 460,971.20 4,353,943.76 Incl: Variation of the fair values of financial assets available for sale 1,395,224.80 - 460,971.20 934,253.60 Total 7,839,688.31 - 460,971.20 7,378,717.11深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 27.Surplus reserve It em 2 01 0- 1- 1 I nc re as ed D ec re a se d 20 10 -6 -3 0 Statutory surplus reserves 2,952,586.32 - - 2,952,586.32 To ta l 2,952,586.32 - - 2,952,586.32 28.Retained Profit Items Semi-annual of 2010 Year of 2009 Net profit attibutable to owner of parent company 1,098,680.67 6,300,464.72 Plus:Retained profit at year-begin -60,387,273.82 -66,687,367.86 Less:Profit distribution - 370.68 Incl: Distilled statutory surplus reserves - - Retained profit at year-end -59,288,593.15 -60,387,273.82 29.Operating income and operating cost Jan.-Jun.2010 Jan.-Jun.2009 Jan.-Jun.2010 Jan.-Jun.2009 Jan.-Jun.2010 Jan.-Jun.2009 Primary business 196,981,374.00 203,389,663.37 163,465,870.00 171,720,868.65 33,515,504.00 31,668,794.72 Other business 1,341,814.63 1,672,128.52 793,803.67 829,705.58 548,010.96 842,422.94 Total 198,323,188.63 205,061,791.89 164,259,673.67 172,550,574.23 34,063,514.96 32,511,217.66 Categories Operating income Operating cost Operating profit 29.1 Primary business classified according to industries:深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 Jan.-Jun.2010 Jan.-Jun.2009 Jan.-Jun.2010 Jan.-Jun.2009 Jan.-Jun.2010 Jan.-Jun.2009 Automobile selling 124,054,951.00 133,502,547.37 118,430,197.00 128,468,906.55 5,624,754.00 5,033,640.82 Automobile inspection, repairing and parts selling 30,837,380.00 29,229,276.35 24,603,382.00 24,324,403.18 6,233,998.00 4,904,873.17 Tenancy sercive 42,089,043.00 40,657,839.65 20,432,291.00 18,927,558.92 21,656,752.00 21,730,280.73 Toatl 196,981,374.00 203,389,663.37 163,465,870.00 171,720,868.65 33,515,504.00 31,668,794.72 Industries Primary business income Primary business cost Primary business profit 29.2 Selling condition of top 5 clients: Turnover Propertion of the total amount% Turnover Propertion of the total amount% Amount 13,912,364.52 7.01% 14,061,250.49 6.86% Jan.-Jun. 2010 Jan.-Jun. 2009 Items 29.3 Other business items: Jan.- Jun.2010 Jan.- Jun.2009 Jan.- Jun.2010 Jan.- Jun.2009 Jan.- Jun.2010 Jan.- Jun.2009 Tenancy and service 1,341,814.63 1,519,608.70 793,803.67 745,822.25 2,860,697.66 2,860,697.66 Other - 152,519.82 - 83,883.33 - 68,636.49 Total 1,341,814.63 1,672,128.52 793,803.67 829,705.58 2,860,697.66 2,929,334.15 Item Other business income Other business cost Other business profit 30.Operational tax and surcharges Item Jan.-Jun.2010 Jan.-Jun.2009 Operation tax 1,776,498.41 1,634,633.20 City maintaining&construction tax 36,456.65 54,992.26 Education surtax 58,746.04 99,333.04 Total 1,871,701.10 1,788,958.50深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 31.Financial expenses Categories Jan.-Jun.2010 Jan.-Jun.2009 Interest expenses 4,475,776.14 4,385,097.69 Less: Interest income 223,954.69 226,276.10 Exchange loss - 52,102.49 105.48 Less: Exchange gains - - Other 241,902.90 333,974.60 Total 4,441,621.86 4,492,901.67 32.Impairment of Assets Categories Jan.-Jun.2010 Jan.-Jun.2009 Losses from bad debt - -14,059.60 Total - -14,059.60 33.Investment income 33.1 Particulars of investment income Items Jan.-Jun.2010 Jan.-Jun.2010 Income from long-term equity investment adopt cost method - - Income from long-term equity investment adopt equity metho 4,878,630.21 3,220,000.00 Investment income from disposing of long-term equity investment - - Investment income from disposing of transactional financial assets - - Total 4,878,630.21 3,220,000.00 33.2 Income from long-term equity investment on equity method深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 Name of the companies Jan.-Jun.2010 Jan.-Jun.2009 Reasons for changes(increase/decreased) Shenzhen Renfu Tellus Auto Service Co., Ltd. 4,420,500.00 5,901,000.00 Profit decreased Shenzhen Tellus Gem Investment Co., Ltd. -318,500.01 -535,000.00 Losses decreased Shenzhen Dongfeng Auto Co., Ltd. 1,070,000.00 -477,500.00 Profit increased Shenzhen Huatong Automobile Co., Ltd. - -1,209,000.00 Transferred Shenzhen Tellus Auto Service Chain Co., Ltd. -129,200.00 -20,800.00 Losses increased Shenzhen Xinglong Machinery Mould Co., Ltd. 17,700.00 8,700.00 Shenzhen Telixing Investment Co., Ltd. 21,905.22 45,950.00 Shenzhen Automobile Industrial Commerce Head Office -203,775.00 -493,350.00 Losses decreased Total 4,878,630.21 3,220,000.00 34.Non-operating income Categories Jan.-Jun.2010 Jan.-Jun.2009 Net gains from disposal of noncurrent assets 165,950.63 80,309.31 Incl:Net gains from disposal of fixed assets 165,950.63 80,309.31 Net gains from debt reformation* - 9,430,857.88 Penalty 2,381.81 2,288.27 Loans with subsidized interest - 289,435.01 Other 17,625.20 41,498.10 Total 185,957.64 9,844,388.57 *At last report period, the Company and its subsidiary- Xinyongtong Co., signed an agreement of FOI on payment with ICBC SZ Luohu Branch, the Company and Xingyongtong Co., returned the principal, there are no loan interest between the ICBC SZ Luohu Branch and the Company and its subsidiary concerning the loans. 35.Non-operating expenditures深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 Categories Jan.-Jun. 2010 Jan.-Jun. 2009 Net loss from disposal of non-current assets 3,053.74 9,990.00 Incl:Net loss from disposal of fixed assets 3,053.74 9,990.00 Penalty 3,069.93 104,017.11 Donation 10,000.00 - Other 5,040.00 - Total 21,163.67 114,007.11 36.Income tax Item Jan.-Jun.2010 Jan.-Jun.2009 Income tax expenditure in this period 451,955.63 384,645.62 Total 451,955.63 384,645.62 37. Earnings per share The calculation of earnings per share is as follows: Item Jan.-Jun.2010 Jan.-Jun.2009 Net profit attibutable to owner of the Company 1,098,680.67 2,773,147.62 Weighted average of issued common shares 220,281,600 220,281,600 Basic earnings per share(RMB Yuan per share) 0.005 0.013 Diluted earnings per share(RMB Yuan per share) 0.005 0.013 38.Other integrated income Item Jan.-Jun. 2010 Jan.-Jun. 2009 I. Gains/losses from financial assets available for sale -460,971.20 807,823.00 Less: Income tax effect of financial assets available for sale -- -- Net amount that accounted into other integrated income previously transfer to current gains/losses -- -- Subtotal -460,971.20 807,823.00 II. Share of other integrated income under invested companies calculated -- -深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 based on equity Less: Income tax effect of share of other integrated income under invested companies calculated based on equity -- -- Net amount that accounted into other integrated income previously transfer to current gains/losses -- -- Subtotal -- -- III.Other -- -- Less: Income tax effect of others accounted into other integrated income -- -- Net amount of others accounted into other integrated income previously transfer to current gains/losses -- -- Subtotal -- -- Total -460,971.20 807,823.00 39. Cash flow statement 39.1Other cash received concerning operating activities Item Jan.-Jun.2010 Jan.-Jun.2009 Current account of affiliated units 31,434,143.47 73,419,290.63 Deposit and margin received 2,301,549.36 2,536,943.53 Interest income 223,954.69 226,276.10 Penalty and compensation income 2,381.81 2,288.27 Tenancy income 4,365,221.49 5,098,680.67 Total 38,327,250.82 81,283,479.20 39.2 Cash paid to others concerning operating activities深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 Item Jan.-Jun.2010 Jan.-Jun.2009 Current account of affiliated units 12,610,270.12 14,817,425.89 Cash paid for operation expenses 9,559,387.79 9,042,383.96 Cash paid for administration expenses 18,993,275.62 24,440,735.43 Deposit and margin 2,191,650.67 1,634,089.57 Total 43,354,584.20 49,934,634.85深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 40. Supplementary information of cash flow statement 40.1 Net profit adjusted to cash flow of operation Items Jan.-Jun.2010 Jan.-Jun.2009 Net profit 1,710,962.88 3,167,862.17 Plus:Assets impairment - - Fixed assets, productive biological assets, investment real estate depreciation 8,170,483.11 9,143,311.55 Amortizing of intangible assets 2 3,749.98 2 2,809.96 Amortizing of long-term expenses 321,097.79 1 97,022.03 Loss from disposal of fixed assets, intangible assets and other long-term assets(income listed with"-") 165,950.63 8 0,309.31 Loss of disposing fixed assets(income listed with"- ") - - Loss from change of fair value(income listed with "-") - - Financial expenses(income listed with "-") 4,441,621.86 4,492,901.67 Investment loss(income listed with "-") -4,878,630.21 -3,220,000.00 Decrease of deferred income tax assets(increase listed with "-") - - Increase of deferred income tax liabilities(decrease listed with"-") - - Decrease of inventory(increase listed with "-") -17,333,291.30 28,419,783.81 Decrease of operating receibale accounts(increase listed with"-") 7,669,374.19 -19,381,048.17 Increase of operating payable accounts(decrease listed with "-") -14,004,129.63 25,506,677.00 Other -6,020,337.03 -3,704,645.05 Net value of cash flow in operation -19,733,147.73 44,724,984.28 40.2 Cash and cash equivalents Item 2010-6-30 2010-1-1 I. Cash 47,892,830.19 72,376,177.95 Incl: Cash on hand 325,456.57 191,253.52 Bank deposit payable at any time 47,567,373.62 72,184,924.43 Other monetary funds payable at any time - - II. Cash equivalent - - Inclu:Bond investment due within 3 months - - III.Cash at period-end and balance of cash equivalent 47,892,830.19 72,376,177.95 Note6. Associated party and associated transaction深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 1. Recognition of associates The associate parties refer to those that one party can control, jointly control or have significant influence on the other party; and those that two parties or more are under control, jointly control, or significant influence by the other party. 2. Shareholders of the Company with controlling relationship(or actual controller) Name of the Parent Company Register place Business trait Business scope Register capital Share holding proportion% Voting proportion% Organization code Shenzhen SDG Co., Ltd. Shenzhen Limited liability Real estate& Mainland business 1,582,820,000 66.22 66.22 192194195 3. Particulars about subsidiaries of the Company More details of the basic and relevant information of subsidiaries of the Company could be found in No.1 under Note4. 4. Particulars about the joint ventures and affiliated enterprises Name of the companies Business trait Register place Legal representative Natural of business Register capital(RMB’0000) Share holding proportion% Voting proportion of the Company% Organization code I. Joint venture Shenzhen Tellus Gem Investment Co., Ltd. Limited liability Shenzhen Zhang Ruili Industrial investment, property management and tenancy 5670.496 50.00 50.00 Shenzhen Telixing Investment Co., Ltd. Limited liability Shenzhen Cheng Peng Industrial investment, property management and purchase-sale of motor fittings 2720 50.00 50.00 II. Affiliated enterprise Shenzhen Xinglong Machinery Molds Co., Ltd. Limited liability Shenzhen Zhang Ruili Import &export of mould processing 2763.33 30.00 30.00 192172420 Shenzhen Tellus Motor Service Chain Co., Ltd. Limited liability Shenzhen Li Jinlong Automobile maintenance and tenancy 200 40.00 40.00 767583926 Shenzhen Renfu Tellus Automobile Service Co., Ltd. Limited liability Shenzhen Wu Jianfan Automobile sales and maintenance 3000 35.00 35.00 774131792 Shenzhen Machinery Equipment Import Limited liability Shenzhen Huang Weiqiang Import &export of motor fittings 1325 35.75 35.75 192190506深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 Name of the companies Business trait Register place Legal representative Natural of business Register capital(RMB’0000) Share holding proportion% Voting proportion of the Company% Organization code & Export Co., Ltd. Shenzhen Dongfeng Automobile Co., Ltd. Limited liability Shenzhen Li Jiangang Production of automobile, maintenance 4500 25.00 25.00 Shenzhen Xinyongtong Test Technology Co., Ltd. Limited liability Shenzhen Li Jinlong Inspection of security technology for motor vehicle 160 31.00 31.00 Shenzhen Xinyongtong Oil Pump Environmental Co., Ltd. Limited liability Shenzhen Li Jinlong Consultation of diesel oil pump technology and environmental technology 100 31.00 31.00 Shenzhen XinyongtongAutomobil e Services Co., Ltd. Limited liability Shenzhen Qi Peng Maintenance of motor mobile and motorcycles; Auto decoration; sale of auto fittings 100 31.00 31.00 Shenzhen Xinyongtong Dongxiao Auto Fittings Sale Co., Ltd. Limited liability Shenzhen Qi Peng Maintenance of 2nd category vehicle; sale of auto fittings 50 31.00 31.00 Shenzhen Xinyongtong Xinda Inspection Equipment Limited LiabilityCompany Limited liability Shenzhen Huang Peibo Development of inspection technology, selling 100 40.00 40.00 Shenzhen Xinyongtong Consultant Co., Ltd. Limited liability Shenzhen Li Jinlong Auto management technology and net work maintenance 16 30.00 30.00深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 5. Particulars about other related parties Name of the company Relationship between the Company Organization code Shenzhen SD Swan Industrial Co., Ltd. Subsidiary of parent company 192473856 Shenzhen Machinery Equipment Import & Export Co., Ltd. Subsidiary of parent company Shenzhen SD Real Estate Co., Ltd. Subsidiary of parent company 279365997 Hongkong Yujia Investment Co., Ltd. Subsidiary of parent company Shenzhen Tellus Real Estate Yueyang Company Subsidiary of parent company Shenzhen SD Development Center Construction Supervision Co., Ltd. Subsidiary of parent company 192260957 Shenzhen Tellus Yangchun Real Estate Company Subsidiary of parent company Shenzhen Longang Tellus Real Estate Company v 6. Transaction with related parties 6.1 Related tenancy Name of Lesser Name of Lessee Tenancy assets Amount involved tenancy assets(RMB) Date of tenancy begin Expire date of tenancy Tenancy earnings(RM B) Recognitio n basis of tenancy earnings Influence of tenancy earnings to the Company(RMB ) Shenzhen Tellus Holding Co., Ltd. Shenzhen RenfuTellus Automobile Services Co., Ltd. Land of 7,705.25m2 and 5 floors building with are of 13,891.24 m2 65,630,000 2005-1-1 2025-1-1 2,500,000.00 Contract price 2,500,000.00 Shenzhen Tellus Xinyongtong Automobile Developmen t Co., Ltd. Shenzhen Xinyongtong Inspection Technology Co., Ltd. Fixed assets 1,430,000 2008-7-1 2016-6-30 80,000.00 Contract price 80,000.00 Shenzhen Tellus Xinyongtong Automobile Developmen t Co., Ltd. Shenzhen Xinyongtong Automobile Service Co., Ltd. 6# warehouse with are of 1227 m2 and fixed assets 1,060,000 2009-4-1 2012-3-31 15,216.00 Contract price 15,216.00 Shenzhen Tellus Xinyongtong Automobile Shenzhen Xinyongtong Dongxiao Auto Fittings Sale 5# warehouse with are of 900 m2 and fixed assets 560,000 2009-4-1 2012-3-31 10,777.50 Contract price 10,777.50深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 Developmen t Co., Ltd. Co., Ltd. 6.2 Related guarantee Guarantor party Guaranteed parties Guarantee amount Beginning date of guarantee Guarantee expire date Guarantee completed (Yes/No) Shenhen Automobile Industrial Trading General Company Shenzhen Automobile Industrial Import &Export Co., Ltd. USD 2 million 2009-06-25 2010-06-24 No深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 6.3 Capital lending of related parties Related parties Amount Date of begin Expire date Note Borrowing Shenzhen SDG Development Centre Construction Supervise Co., Ltd 11,000,000.00 2009-10-1 2010-9-30 Capital turnover provided Shenzhen SDG 20,355,511.00 Capital turnover provided Lending Shenzhen Xinlong Machinery Mould Co., Ltd. 1,000,000.00 7. Account receivable and account receivable of related parties深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 Amount Proportion (%) Amount Proportion (%) Shenzhen Xinyongtong Automobile Service Co Ltd 154,600.00 0.33 231,893.00 0.45 Shenzhen Xinyongtong Dongxiao Auto Service Co., Ltd. 283,500.00 0.6 170,100.00 0.33 Shenzhen Xinyongtong Technology Co., Ltd 214,000.00 0.29 341,934.35 0.49 Shenzhen Xinyongtong Xinda Inspection Equipment Limited Liability Company 487,734.14 0.65 488,460.32 0.69 Shenzhen Xiandao Chemistry New material Co Ltd 708,072.26 0.95 708,072.26 1.01 Shenzhen Tellus Automobile Service Chain Co Ltd 7,044,319.60 9.44 7,173,519.60 10.2 Shenzhen Xinlong Machinery Mould Co., Ltd. 1,685,336.45 2.26 1,653,878.13 2.35 Shenzhen SDG Co., Ltd. 19,328,509.00 41.86 20,355,511.00 38.83 Shenzhen SDG Development Center Construction Superse Co., Ltd. 11,000,000.00 23.82 11,000,000.00 20.98 Shenzhen Xinyongtong Dongxiao Auto Service Co Ltd 304,259.37 0.9 304,259.37 0.93 Shenzhen Xinyongtong Auto Service Co Ltd 83,125.94 0.25 83,125.94 0.25 Shenzhen SDG Real Estate Co., Ltd. 6,054,855.46 17.93 6,054,855.46 18.5 Shenzhen SDG Real Estate Co., Ltd. 335,701.34 0.32 335,701.34 0.3 H.K. Yujia Investment Co., Ltd. 2,109,675.29 2.03 2,069,255.51 1.83 Shenzhen SDG Swan Industrial Co., 20,703.25 0.02 20,703.25 0.02 Shenzhen Machinery Equipment Import & Export Co Ltd 361,366.50 0.35 290,806.50 0.26 Shenzhen SDG Co., Ltd. 31,854,528.91 30.65 34,599,198.63 30.58 Shenzhen Longgang Tellus Real Estate Co 1,095,742.50 1.05 1,095,742.50 0.97 Shenzhen Yangchun Real Estate Co., 476,217.49 0.46 476,217.49 0.42 Shenzhen SDG Development Center Construction Supervise Co Ltd 292,050.00 0.28 - - Shenzhen Xinyongtong Technology Co., Ltd - - 355,145.60 0.31 Shenzhen Xinlong Machinery Mould Co., Ltd. - - 7,000,000.00 6.19 2010-1-1 Accounts receivable Other accounts recivable Short-term loans 2010-6-30 Accounts payable Other payable Item Name of associates Note 7. Contingency 1. Contingency and its financial influence from un-judged lawsuits and arbitration 1.1. In October of 2005, a lawsuit was brought before Shenzhen Luo Hu District People’s Court by the Company, which was the recognizor of Jintian Industrial (Group) Co., Ltd. (“Jintian”) to require Jintian to redress RMB 4,081,830 (principal: RMB 3,000,000, interest: RMB 1,051,380, legal fare: RMB 25,160 and executive fare: RMB 5,290, which were all dealt as a loss in last report term.) It was the amount money that was distained forcibly. Till the disclosure date for this report, Fu Tian District People’s Court had adjudged that the Company won the lawsuit and the forcible execution had been applied by the Company.深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 April 2006 Shenzhen Development Bank brought an accusation against Jintian’s overdue loan two million U.S. dollars and the Company who guaranteed for this loan. The company took on the principal and all interest. After that, the Company appealed to Shenzhen Luohu District People's Court, asking Jintian to repay 2,960,490 U.S. dollars and interest. In 2008, it reached Shen Luo No.937 Civil Reconciliation Agreement (2008) after the mediating action taken by Shenzhen Luohu District People's Court. The agreement is as follows: If Jintian repay 2,960,490 U.S. dollars before October 31, 2008, the company will exempt all the interest. If Jintian can not settle the amount on time, it will pay the penalty in accordance with the People's Bank of China RMB benchmark lending rate over the same period. The Company has not yet received the money from Jintian till the disclosure day. 1.2. In October of 2005, a lawsuit was brought to Shenzhen Intermediate People’s Court by the Company, which is the recognizor of bank loan guarantee of Shenzhen Zhong Hao (Group) Co., Ltd., to require Zhong Hao to redress RMB 16,620,000 which was finally paid by the Company on behalf of Zhong Hao(principal: RMB 11,500,000, interest: RMB 5,000,000, legal fare and evaluating fare: RMB 120,000, which were all dealt as a loss in last report term of the Company.). Till the disclosure date for this report, Shenzhen Intermediate People’s Court had adjudged that the Company won the lawsuit and the forcible execution had been applied by the Company. In 2008, Shenzhen Intermediate People's Court issued the Shen Zhong Fa No. 420 Civil Verdict (2007). Since the Company failed to provide the property or property clue of Zhong Hao available for execution, and so did the Court, so the Court suspended the case. After the disappearance of the suspension, the Company may apply to the court to recover the execution. 1.3. The Company signed a “Guarantee Contract for a limited loan” with Shenzhen Petroleum & Chemical Limited Company (“Petroleum & Chemical Limited”) Agricultural Bank of China (ABC) Shenzhen Shangbu Subbranch on 14 December 1995. Our company guaranteed Petroleum & Chemical Limited to borrow a loan of RMB 57,600,000 from Agricultural Bank of China Shenzhen Shangbu Subbranch, which would expire on 14 December 2000. On 29 December 2000, China Agricultural Bank Shenzhen Branch, China Great wall Asset Management Corporation Shenzhen Branch (“Great Wall Corporation Shenzhen Branch”) and Petroleum & Chemical Limited signed a “Loan for Investment & Stock Transfer Agreement”. Three parties agreed that ABC Shenzhen Branch would transfer a loan of RMB 270,000,000 (the above-mentioned loan of RMB 57,600,000 included), that he provided to Petroleum & Chemical Limited, to Great Wall Corporation Shenzhen Branch, as a way of investment. In the agreement, they promised that “From the date on which the contract become effective, Party A, Grate wall Corporation Shenzhen Branch, will be entitled with the rights as a investor; Party B, ABC Shenzhen Branch, will not be a lender again. “The agreement will become effective with the signatures of the representatives or agents from the three parties”. On the same date, Great wall Corporation Shenzhen Branch, Petroleum & Chemical Limited and Shenzhen Petroleum & Chemical Group Limited Company (“Petroleum & Chemical Group”) signed an “Agreement”. Three parties agreed that Great wall Corporation Shenzhen Branch changed his investor’s equity of RMB 270,000,000 in深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 Petroleum & Chemical Limited as the investment returns in Petroleum & Chemical Group. Meanwhile, Petroleum & Chemical Group and Great Wall Corporation Shenzhen Branch signed a “Stock Transfer Contract”. They agreed that Great Wall Corporation Shenzhen Branch would use his investment returns of RMB 270,000,000 in Petroleum & Chemical Group to invest as a stockholder in a newly-registered company of Petroleum & Chemical Group. The contract “will become effective with the signatures and chops from the two parties”. On 20 August 2004, the Agricultural Bank of China Shenzhen Branch claimed that “Agreement”, “Loan for Investment & Stock Transfer Agreement” and “Stock Transfer Contract” had not been carried out. They appealed to the Shenzhen Intermediate People's Court and required the borrower, Petroleum & Chemical Limited, to repay the loan of RMB 57,600,000, interest of RMB 16,652,286.37, and debt interest and expense of realization of creditors’ right occurred in overdue period since the judge day. It also required the Company to undertake joint responsibility for all debt. On 9 May 2006, the Company received the civil judgment of (2004) Shen Zhong Fa Min No. 437 from Shenzhen Intermediate People’s Court. In its judgment for first instance, Shenzhen Intermediate People’s Court ordained that the Company should undertake the joint liability of settlement for the loan of Petroleum & Chemical Limited. The Company shall repay the loan principal of RMB 57,600,000 and interests to the Agricultural Bank of China Shenzhen Shangbu Subbranch, within 10 days upon effectiveness of this judgment. If the Company failed to repay in the regulated time, interest would be doubled according to the interest rate of the overdue time. As Petroleum & Chemical Limited was delisted and its assets were seized by the creditors, so there were no assets available for execution. The Company made provision of RMB 87,568,728.57 for the relevant loss, in accordance with the Accounting Regulations for Business Enterprises. The Company refused to accept the above-mentioned verdict and appealed to Guangdong Provincial High People's Court (hereinafter referred to Guangdong High Court). Guangdong High Court rejected the appeal and upheld the original verdict by the Civil Judgment [2006] No. 172. The Company refused to accept the verdict of Guangdong High Court and submitted Civil Retrial applications and asked for Revocation of Civil Judgment of [2004] No.437 and [2006] No. 172 respectively issued by Shenzhen Intermediate People’s Court and Guangdong High Court. Guangdong High Court accepted the application for retrial and decided to retrial this case by issuing Civil Judgment [2007] No.682 on October 16, 2007. During the retrial, the enforcement execution application presented by China Agricultural Bank Shenzhen Branch to Shenzhen Intermediate People’s Court has been suspended. And the case had entered the trial supervision procedure in Guangdong High Court. The Company received the verdict of Civil Judgment [2008] No.23 from the Guangdong High Court on 13 January 2010. Maintaining the decision of Civil Judgment [2006] No. 172, and this judgment was the final decision.深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 On 7 July 2010, the Company receive Intermediate People’s Court. The civil judgment of [2008] No.23 from Guangdong High Court, civil judgment of [2006] No.172 and civil judgment of [2004] No.437 from Shenzhen Intermediate Court have been in legal validity. Pursuit to the application from Shenzhen Agriculture Bank of China, on 2 July 2010, the Shenzhen Intermediate People’s Court freed the following shares as: 95% equity of Shenzhen Tefa Tellus Real Estate Development Co., Ltd., 50% equity of Shenzhen Tellus GEM Investment Co., Ltd.,d a Freezing Notice [2010] No.534-1 from Shenzhen 60% of Shenzhen Tafa Huari Automobile Enterprise Co., Ltd., 60% of Shenzhen Huari TOYOTA Automobile Sale Services Co., Ltd. and 35% of Shenzhen Renfu Tellus Automobile Services Co., Ltd. Held by the Company. 1.4. Shenzhen Tefa Tellus Real Estate Development Co., Ltd. (“Tellus Real Estate”), a subsidiary of the Company, signed a Joint Property Construction Contract with Shenzhen Jinlu Industrial and Trade Company (“Jinlu Company”) on November 29, 1994, to build Liye Huishi Street in Buji Town, Shenzhen. In the agreement, it was agreed that on the basis of respecting the Cooperation Contract of Construction for Buji Liye Huishi Street signed by Jinlu Company, and the land providers-Guangzhou Military Area Shenzhen Property Administrative Department (referred to Property Administrative Department later) and Army 75731 of Chinese People's Liberation Army (referred to Army 75731 later), Tellus Real Estate input RMB 10 million as investment for construction in return of a property whose construction area amounted to 6,000 square meters. Jinlu Company promised to hand over the completed buildings and fitting equipments before end of November, 1995. However, till Dec 31st of 1996, though it had already accumulatively input with RMB 9,822,500.00 for this investment, Tellus Real Estate did not received the properties it should had received on the agreed day for handing over property. So, it appealed to the court, to require Jinlu Company immediately return the investment account of RMB 9.8 million and relevant interest, and all legal fare. Through court hearing, the Court added Guangzhou Military Area Shenzhen Property Administrative Department and Army 75731 as defendants according to laws. On Mar 18th of 2003, Shenzhen Intermediate Peoples’ Court sentenced effectiveness of the aforementioned Cooperation Contract by issuing SZFFCZi (2000) No. 101 Verdict. The nature was confirmed as cooperation construction, and the two parties should continue to implement the contract. If disputes occurred between the parties for any disagreement in contract implementation, law channel could be an assistant for solving. In March of 2005, Tellus Real Estate, together with Jinlu Company, prosecuted Property Administrative Department and Army 75731 (Guangzhou Military Area Telecommunication Equipments Repair Office), appealing that the two defendants implement the contract and hand over the 11,845 square meters property in Liye Huishi Street to the two accusers. Meanwhile, the defendants were appealed to pay lease income of RMB 5,034,664.94 collected from the property since 1998. Meanwhile, Tellus Real Estate and Jinlu Company signed agreement, agreeing that: for Liye Huishi Street property received back from automatic implementation or compulsory execution by the Court, 6,000 square meters property belonged to Tellus Real Estate, and the rest belonged to Jinlu Company. If insufficient to 6,000 square meters, all the property belonged to Tellus Real Estate; as for the income called back from this case, distribution between the two parties with proportion of深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 5:5 was going to made. The Court had already transacted the case. Till the disclosure day for this report, parties involved in the lawsuit are still making negotiation. The co-operation development capital providing to Tellus Real Estate have been accounted into bad debt provision. 1.5. Ji Jianjun, Zhou Linxia, together with other 38 property owners, purchased the houses and stores in Yueyang Tellus Plaza which was developed by Yueyang Company of Shenzhen Tellus Real Estate Company (Yueyang Company referred to later, and was transferred to Tefa Group in 2001 when assets restructuring), from 1995 to 1998. Due to the quality problem of the plaza, they took Yueyang Company, the Company, Shenzhen Tellus Real Estate Company (the Company’s subsidiary), and Shenzhen Tefa Group (the holding shareholder of the Company) to court. On October, 12, 2006, Yueyang County People’s Court adjudged that Yueyang Company should return the purchasing accounts and other compensation amounting to RMB 2,980,000 to the plaintiffs. The Company, Shenzhen Tellus Real Estate Company and Shenzhen Tefa Group should shoulder joint liability. The force of the case took effect and the case was already finished with execution. The Company had appealed to Hunan Provincial High People’s Court and Hunan Provincial High People's Procuratorate. Fu Yuansi, Wu Shenbao, together with other 62 property owners of Yueyang Tellus Plaza, took Yueyang Company, the Company, Shenzhen Tellus Real Estate Company (the Company’s subsidiary), and Shenzhen Tefa Group (the holding shareholder of the Company) to court for the same reason as above. On December 26, 2007, Yueyang County People’s Court adjudged, by Civil Judgement [2007] No.10, that Yueyang Company should unchain the contracts for the sale of housing with the plaintiffs and the plaintiffs should return the houses to Yueyang Company, which should be performed within three months since the effectiveness of the judgment; and Yueyang Company, the Company, Shenzhen Tellus Real Estate Company and Shenzhen Tefa Group should repay the plaintiffs with RMB 6,572,025 for compensation, including: RMB 5,703,663 for house-purchase account, RMB 741,594 for decoration, RMB 38,400 for appraisal, RMB 85,000 for lawyers agency fee, and RMB 3,368 for documents copy. The Company refused to accept the sentence and made appeal. On May 16, 2008, the Company received YZM (2008) No. 45 Civil Verdict from Hunan Yueyang Intermediate People's Court, which stated the canceling of No.10 Civil Judgment [2007] issued by Yueyang County Court and the case was returned toYueyang County Court for retrial. In July 2009, the Company received civil judgment of [2008] No.334, No.345, No.346, No. 347 and No.348 from Yeyang Intermediate Court of Hunan province, showing that rejecting深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 the appeal from Shenzehn Tellus Real Estate Yueyang Company, Shenzhen Tafa Tellus Real Estate Co., Ltd., Shenzhen Tellus Holding Co., Ltd. and Shenzhen Tefa Holding Co., Ltd., and maintaining the original judge. At present, there are total 316 household appealing to the court, and still in the process of trial. Note 8. Commitment There is no significant commitments need for disclosure. Note 9. Items after the balance sheet date There are no Items after the balance sheet date needed for disclosure. Note 10. Other significant events 1.the 30% equity of Shenzhen Xinlong Machinery Mould Co., Ltd., 50% equity of Shenzhen Telixing Investment Co., Ltd., 50% equity of Shenzhen Tellus GEM Investment Co., Ltd., 51% equity of Shenzhen Xinyongtong Moto Vehicle Inspection Equipment Co.,Ltd.,100% equity of Shenzhen Tellus Real Estate Transaction Co., Ltd., 100% equity of Shenzhen Tefa Tellus Real Estate Co., Ltd., 100% equity of Shenzhen Tafa Tellus Property Management Co., 100% equity of Shenzhen Automobile Industry Trading General Company and 100% equity of Shenzhen Zhongtian Industrial Co., Ltd. held by the Company have been hedge to the Bank as the deposit for RMB 6 million loans.深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 Note 11. Notes to Financial Statement of parent company 1. Accounts receivable 1.1 Classified according to category Amount Proporti on Amount Accruing proportion Amount Proporti on Amount Accruing proportion single item with minor amount but with greater risks when combined with credit risk. 484,803.08 100.00% 484,803.08 100.00% 484,803.08 100.00% 484,803.08 100.00% Total 484,803.08 100.00% 484,803.08 100.00% 484,803.08 100.00% 484,803.08 100.00% Category 2010-6-30 2010-1-1 Balance of book value Bad debt provision Balance of book value Bad debt provision 1.2Age analysis Amount of book value Proportion Bad debt provision Amount of book value Proportion Bad debt provision Over 3 years 484,803.00 100.00% 484,803.00 484,803.00 100.00% 484,803.00 Total 484,803.00 100.00% 484,803.00 484,803.00 100.00% 484,803.00 Age 2010-6-30 2010-1-1 1.3Single item with major amount in period-end or the account receivable of bad debt provision by solely impairment testing for single item with minor amounts Item Book balance Bad debt amount Accruing proportion Reasons Shenzhen Bijiashan Entertainment Company 172,000.00 172,000.00 100.00% Predicted un-recovered due to long age Guangzhou Lemin Computer Center 86,940.00 86,940.00 100.00% Predicted un-recovered due to long age Total 258,940.00 258,940.00 1.4There is no other accounts receivable due from shareholders holding 5% (including 5%) voting shares in this report period.深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 1.5Top 5 amount of accounts receivable Name Relationship between the Company Amount Time Proportion of total amount receivables (%) Shenzhen Bijiashan Entertainment Company Non-related party 172,000.00 Over 3 years 35.48 SEG store Non-related party 97,806.64 Over 3 years 20.17 Guangzhou Lemin Computer Center Non-related party 86,940.00 Over 3 years 17.93 Lanzhou Dachuan Elctronic Company Non-related party 37,308.00 Over 3 years 7.70 Sichuan Shentong Computer Company Non-related party 28,764.00 Over 3 years 5.93 Total 422,818.64 87.21 2.Other receivables 2.1Classified according to types Amount Proporti on Amount Accruing proportio n Amount Proporti on Amount Accruing proportio n Single item with major amount 36,397,967.69 89.11% 13,430,182.82 36.90% 42,149,187.28 90.46% 13,430,182.82 31.86% Single item with minor amount but with greater risks when combined with credit risk 1,508,894.67 3.69% 1,347,323.75 89.29% 1,508,894.67 3.24% 1,347,323.75 89.29% Other minor 2,938,119.52 7.20% 286,243.54 9.74% 2,938,119.52 6.30% 286,243.54 9.74% Total 40,844,981.88 100.00% 15,063,750.11 36.88% 46,596,201.47 100.00% 15,063,750.11 32.33% Type 2010-6-30 2010-1-1 Book balance Bad debt provision Book balance Bad debt provision 2.2Age analysis深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 Amount Proportion% Bad debt provision Amount Proportion% Bad debt provision Within 1 year 18,004,161.37 44.08% - 23,755,380.96 50.98% - 1-2 years 428,231.48 1.05% 21,583.82 428,231.48 0.92% 21,583.82 2-3 years 4,055,610.98 9.93% 811,122.20 4,055,610.98 8.70% 811,122.20 Over 3 years 18,356,978.05 44.94% 14,231,044.09 18,356,978.05 39.40% 14,231,044.09 Total 40,844,981.88 100.00% 15,063,750.11 46,596,201.47 100.00% 15,063,750.11 Age 2010-6-30 2010-1-1 2.3Single item with major amount in period-end or the account receivable of bad debt provision by solely impairment testing for single item with minor amounts Name Book balance Amount of bad debt Accruing proportion % Reasons Shenzhen Zhonghao Company 5,000,000.00 5,000,000.00 100% Predicted un-recovered due to long age Jinbeili Household Appliance 2,706,983.51 2,706,983.51 100% Predicted un-recovered due to long age Total 7,706,983.51 7,706,983.51 2.4There is no other accounts receivable due from shareholders holding 5% (including 5%) voting shares in this report period.深圳市特力(集团)股份有限公司 2010 年中期财务报 表附注 2.5Top 5 amount of other account receivable Name Relationship Amount Time Proportion% Shenzhen Tellus Automobile Service Development Co., Ltd. Affiliated 6,524,319.60 1-3 years 15.97% Shenzhen Zhonghao Company Non-related 5,000,000.00 Over 3 years 12.24% Shenzhen Sufa united Industry Co., Ltd. Non-related 4,906,300.00 Over 1 year 12.01% Jinbeili Household Appliance Non-related 2,706,983.51 Over 3 years 6.63% Shenzhen Petro-chemical Group Non-related 1,914,796.79 Over 3 years 4.69% Total 21,052,399.90 51.54% 2.6 Other account receivable from related parties sees more details in No. 7 under Note6. 3. Long-term equity investment Item calcula tion method Initial investment capital 2010-1-1 change(+,-) 2010-6-30 Impairment provision subsidiary investment Cost 263,839,543.61 263,839,543.61 - 263,839,543.61 - Joint venture investment Equity 41,952,480.00 35,040,895.20 -296,594.79 34,744,300.41 - Affiliated investment Equity 13,854,392.64 50,571,183.82 4,438,200.00 55,009,383.82 - Other equity investment Cost 37,114,018.58 28,084,779.52 - 28,084,779.52 17,908,162.32 Total 356,760,434.83 377,536,402.15 4,141,605.21 381,678,007.36 17,908,162.32 Category and details of equity investment深圳市特力(集团)股份有限公司 2010 年中期财务报表附注 Name of the companies been invested Calculatio n method Initial investment cost 2010-1-1 Change of increased/de creased 2010-6-30 Investm ent proport Impairment provision Net amount Investment in subsidiaries Shenzhen Tefa Tellus Real Estate Co., LCost method 31,152,888.87 31,152,888.87 - 31,152,888.87 100.00 - 31,152,888.87 Shenzhen Tefa Tellus Property ManagemenCost method 5,021,970.88 5,021,970.88 - 5,021,970.88 100.00 - 5,021,970.88 Shenzhen Tefa Xinyongtong Industrial CCost method 57,672,885.22 57,672,885.22 - 57,672,885.22 100.00 - 57,672,885.22 Shenzhen Zhongtian Industrial Co., Ltd.Cost method 10,708,622.90 10,708,622.90 - 10,708,622.90 100.00 - 10,708,622.90 Shenzhen Automobile Industry Trading GeCost method 126,251,071.57 126,251,071.57 - 126,251,071.57 100.00 - 126,251,071.57 Shenzhen SDG Huari Automobile EnterprisCost method 19,224,692.65 19,224,692.65 - 19,224,692.65 60.00 - 19,224,692.65 Shenzhen Tellus Real Estate Trading Co.Cost method 2,000,000.00 2,000,000.00 - 2,000,000.00 100.00 - 2,000,000.00 Shenzhen Huari TOYATO Automobile Sale SCost method 1,807,411.52 1,807,411.52 - 1,807,411.52 60.00 - 1,807,411.52 Shenzhen Xinyongtong Vehicle InspectionCost method 10,000,000.00 10,000,000.00 - 10,000,000.00 51.00 - 10,000,000.00 Subtotal 263,839,543.61 263,839,543.61 - 263,839,543.61 - 263,839,543.61 Investment in joint venture Shenzhen Tellus GEM Investment Co., Ltd Equity method 28,352,480.00 27,011,026.75 -318,500.01 26,692,526.74 50.00 - 26,692,526.74 Shenzhen Telixing Investment Co., Ltd. Equity method 13,600,000.00 8,029,868.45 21,905.22 8,051,773.67 50.00 - 8,051,773.67 Subtotal 41,952,480.00 35,040,895.20 -296,594.79 34,744,300.41 - 34,744,300.41 Investment in affiliated enterprises Shenzhen Xinlong Machinery Mould Co., Ltd. Equity method 2,554,392.64 6,410,470.52 17,700.00 6,428,170.52 30.00 - 6,428,170.52 Shenzhen Tellus Auto Services Development Co., Ltd. Equity method 800,000.00 - - - 40.00 - - Shenzhen Renfu Tellus Automobile Services Co., Ltd. Equity method 10,500,000.00 44,160,713.30 4,420,500.00 48,581,213.30 35.00 - 48,581,213.30 Subtotal 13,854,392.64 50,571,183.82 4,438,200.00 55,009,383.82 - 55,009,383.82 Other equity investment China Pufa Machin Industry General CompCost method 10,176,617.20 10,176,617.20 - 10,176,617.20 5.30 - 10,176,617.20 Hunan Changyang Industry Co., Ltd. Cost method 6,900,000.00 1,810,540.70 - 1,810,540.70 36.55 1,810,540.70 - Shenzhen Hanli High-tech Pottery Co., LCost method 3,466,000.00 1,956,000.00 - 1,956,000.00 80.00 1,956,000.00 - Shenzhen Jiecheng Electronics Co., Ltd.Cost method 3,150,000.00 3,225,000.00 - 3,225,000.00 45.00 3,225,000.00 - Shenzhen Jingwei Industry Co., Ltd. Cost method 4,000,000.00 4,000,000.00 - 4,000,000.00 12.50 4,000,000.00 - Shenzhen (Moscow) Co., Ltd. Cost method 825,000.00 825,000.00 - 825,000.00 7.00 825,000.00 - Wuhan Weite Hotel Cost method 640,000.00 640,000.00 - 640,000.00 640,000.00 - Shenzhen Xiandao Chemistry New MaterialCost method 7,256,401.38 4,751,621.62 - 4,751,621.62 40.00 4,751,621.62 - Shenzhen Petroleum Chemisry(Group) Co.,Cost method 700,000.00 700,000.00 - 700,000.00 10万股 700,000.00 - Subtotal 37,114,018.58 28,084,779.52 - 28,084,779.52 17,908,162.32 10,176,617.20 Total 356,760,434.83 377,536,402.15 4,141,605.21 381,678,007.36 17,908,162.32 363,769,845.04深圳市特力(集团)股份有限公司 2010 年中期财务报表附注 4. Operating income and cost Jan.-Jun.2010 Jan.-Jun.2009 Jan.-Jun.2010 Jan.-Jun.2009 Jan.-Jun.2010 Jan.-Jun.2009 Primary business Tenancy service 6,347,830.14 6,147,951.85 2,045,111.40 1,931,392.40 4,302,718.74 4,216,559.45 Total 6,347,830.14 6,147,951.85 2,045,111.40 1,931,392.40 4,302,718.74 4,216,559.45 Type Operating income Operating cost Operating profit 5.Investment income (1)Particulars about investment income Item Jan.-Jun.2010 Jan.-Jun.2009 Income of long-term equity investment calculated - - Income of long-term equity investment calculated 4,012,405.21 4,190,850.00 Investment income from disposal of long-term equity investment - - Investment income from disposal of transactional financial assets - - Total 4,012,405.21 4,190,850.00 (2)Income of long-term equity investment calculated based on equity Company name Jan.-Jun.2010 Jan.-Jun.2009 Reason of change(+,-) Shenzhen Renfu Tellus Auto Service Co., Ltd. 4,420,500.00 5,901,000.00 Profit decreased Shenzhen Tellus GEM Investment Co., Ltd. -318,500.01 -535,000.00 Losses decreased Shenzhen Huatong Automobile Company - -1,209,000.00 Transferred Shenzhen Tellus Automobile Service Chain Co., Ltd. -129,200.00 -20,800.00 Losses increased Shenzhen Xinlong Machinery Mould Co., Ltd. 17,700.00 8,700.00 Shenzhen Telixing Investment Co., Ltd. 21,905.22 45,950.00 Total 4,012,405.21 4,190,850.00深圳市特力(集团)股份有限公司 2010 年中期财务报表附注 Note 12 Supplemental Material 1. Non-recurring gains and losses Items January-June 2010 January-June 2009 Gains/losses from disposal of non-current asset(non-equity assets) 162,896.89 80,309.31 Funds occupied capital received from non-financial enterprises reckoned into current gains/losses 31,458.32 37,916.65 Gains/losses from debts restructuring - 9 ,430,857.88 Non-operating income and expenses except for abovesaid items 1,897.08 219,214.27 Total 196,252.29 9,768,298.11 2. Return on equity and earnings per share Basic earnings per share Diluted earnings per share Net profit attributable to common shareholders of listed company 0.64% 0.005 0.005 Net profit after deducting the non-recurring losses and gains 0.53% 0.004 0.004 Items Net return on weighted everage assets(%) 3. Explanation on the extraordinary situation and the reasons for accounting statement深圳市特力(集团)股份有限公司 2010 年中期财务报表附注 Item 2010-6-30 2010-1-1 Increase/decreas ed amount Change range Notes Monetary fund 52,892,830.19 77,376,177.95 -24,483,347.76 -31.64% short-term borrowing payment and increase of purchase Accounts receivable 4,998,925.33 8,813,731.55 -3,814,806.22 -43.28% recoved the account receivables Prepaid accounts 9,762,528.93 17,878,392.46 -8,115,863.53 -45.39% settlement of prepaid vehicle account Inventory 35,707,290.53 18,373,999.23 17,333,291.30 94.34% carry forward prepayment and increase of purchase accounts received in advance 2,377,860.02 1,561,591.32 816,268.70 52.27% Rent received in advance Tax payable 4,175,112.24 9,656,230.96 -5,481,118.72 -56.76% paying the taxes at year-begin Item Jan.-Jun.2010 Jan.-Jun.2009 Increase/decreas ed amount Change range Notes Loss from Assets devaluation - -14,059.60 14,059.60 -100.00% Not happen Investment profit 4,878,630.21 3,220,000.00 1,658,630.21 51.51% Income increase of share-jointed company Non-operating income 185,957.64 9,844,388.57 -9,658,430.93 -98.11% income from liability reconstruction in last period Non-operating expenses 21,163.67 114,007.11 -92,843.44 -81.44% penalty expenses in last period深圳市特力(集团)股份有限公司 2010 年中期财务报表附注 VIII DOCUMENTDS FOR REFERENCE The Company reserved complete integrated documents for CSRC, SZSE, relevant departments and investing public to refer to. The documents for reference were as follows: I. Semi-annual Report enclosed with signature of President II. Text of Financial Report personal enclosed with signatures and seals of Legal Representative, Person in Charge of Accounting and Person in Charge of Accounting Department; III. Originals of all documents and announcements disclosed in newspapers designated by CSRC in Period IV. Other relevant information Board of Directors of Shenzhen Tellus Holding Co., Ltd. President Zhang Ruili 4 August 2010