Shenzhen Tellus Holding Co., Ltd. The Third Quarterly Report For 2010 (Full Text) 1 Shenzhen Tellus Holding Co., Ltd. The Third Quarterly Report For 2010 (Full Text) §1. Important Notes 1.1 Board of Directors and the Supervisory Committee of Shenzhen Tellus Holding Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. 1.2 The Third Quarterly Financial Report of 2010 has not been audited by CPAs. 1.3 Zhang Ruili, Principal of the Company; Fu Bin, Person in Charge of Accounting Work; Ke Wensheng, Person in Charge of Accounting Organization (Accounting Officer) hereby confirm that the Financial Report of the Third Quarterly Report is true and complete. §2. Company Profile 2.1 Main accounting highlights and financial indexes: Unit: RMB 2010.9.30 2009.12.31 Increase/decrease scope (%) Total assets (RMB) 593,457,486.06 611,487,117.65 -2.95% Owners’ equities attributable to the shareholders of listed company (RMB) 171,125,775.99 170,686,600.81 0.26% Share capital (Share) 220,281,600.00 220,281,600.00 0.00% Net assets per share attributable to the shareholders of listed company (RMB/Share) 0.777 0.775 0.26% July. – Sep. 2010 Increase/decrease over the same period of the last year (%) Jan. – Sep. 2010 Increase/decrease over the same period of the last year (%) Total operating income (RMB) 100,520,039.26 -17.88% 298,843,228.05 -8.74% Net profit attributable to the shareholders of listed company (RMB) -191,587.79 86.92% 907,092.88 -30.69% Net cash flow arising from operating activities (RMB) - - -18,843,835.46 -276.51% Net cash flow arising from operating activities per share (RMB/Share) - - -0.086 -276.51% Basic earnings per share (RMB/Share) -0.001 85.71% 0.004 -33.33% Diluted earnings per share (RMB/Share) -0.001 85.71% 0.004 -33.33% Weighted average return on equity (%) -0.11% 0.77% 0.53% -0.26% Weighted average return on equity after deducting non-recurring gains and losses (%) -0.23% 1.17% 0.30% 5.92%Shenzhen Tellus Holding Co., Ltd. The Third Quarterly Report For 2010 (Full Text) 2 Items of non-recurring gains and losses Amount from year begin to the end of report period Remarks Losses/gains from the disposal of non-current asset 322,756.66 Funds occupied capital received from non-financial enterprises reckoned into current gains/losses 56,874.98 Gains/losses from debts restructuring 10,395.82 Other non-operating income and expense except for the aforementioned items 1,235.56 Total 391,263.02 - 2.2 Total number of shareholders at the end of the report period and shares held by the top ten shareholders with unrestricted conditions Unit: Share Total number of shareholders at the end of report period 18,586 Particulars about the shares held by the top ten shareholders with unrestricted conditions Full Name of shareholders Unrestricted shares held Type of shares Shenzhen SDG Co., Ltd. 131,283,504 RMB common share Zhou Jianfeng 497,239 RMB common share THE FISRT SHANGHAI SECURITIES CO., LTD. 464,678 Domestically listed foreign share Zhang Zibin 444,839 RMB common share Ye Ying 440,000 RMB common share Li Lvye 401,518 RMB common share Tang Zhangmei 377,670 RMB common share He Xin 372,980 Domestically listed foreign share Kan Hui 353,800 RMB common share Peng Weijuan 284,400 RMB common share §3. Significant events 3.1 Particulars about material changes in items of main accounting statement and financial index, and explanations of reasons √Applicable □Inapplicable 1. Inventory: RMB 30.3072 million reached in the end of this report period. Increased RMB 11.9332 million over that of year-begin with 64.95% up, mainly due to the growth of vehicle inventory. 2. Investment income: RMB 6.4224 million reached in this report period. Increased RMB 2.8242 million over same period of last year with 78.49% up, mainly due to the profitability of joint-stock enterprise in this report period. 3. Non-operating income: RMB 0.3797 million reached in this report period. Decreased RMB 10.3875 million over same period of last year with 96.47% down, mainly due to the gains obtained from debt restructuring in same period of last year. 4. Non-operating expenditure: Reached 0.0453 million in the report period. Decreased RMB 0.1583 million over same period of last year with 77.73% down, mainly due to the gains/losses of disposal of non-current assets and donation expenditure occurred in same period of previous year. 5. Other consolidated income: Reached RMB-0.4679 million in this report period. Decreased RMB 1.0239 million over same period of last year with 184.17% down, mainly due to the down of share price held. 6. Other cash received from operating activities: RMB 56.2275 million reached in this report period. Decreased RMB 56.7268 million over same period of last year with 50.22% down, mainly due to the contact with SDG last year. 7. Cash received from loans: RMB 20.5 million reached in this report period. Decreased RMB 103.7 million over same period of last year with 83.49% down, mainly due to the long-term loans obtained from SPD Bank last year. 3.2 Progress of significant events, their influences, and analysis and explanation of their solutions 3.2.1 Qualified opinion □Applicable √InapplicableShenzhen Tellus Holding Co., Ltd. The Third Quarterly Report For 2010 (Full Text) 3 3.2.2 Particular about fund offers to controlling shareholders or associated parties and external guarantee that against the regulation. □Applicable √Inapplicable 3.2.3 Particular about signing and implementation on significant contracts of ordinary management. □Applicable √Inapplicable 3.2.4 Other □Applicable √Inapplicable 3.3 Implementations of commitments by the Company, shareholders and actual controller √Applicable □Inapplicable Commitments Promiser Content of commitments Implementation Commitments for Share Merger Reform SDG To effectively boost the core management team and business backbones for long, SDG would take out its shares, not exceeding 10% in total number after the Share Merger Reform, and apply them to the boost of the management team. The shares would be sold to the Company’s management team over 3 years, with the selling price being the net asset value per share audited during the period nearest to the implementation. Before the implementation of the promoting plan by share selling each year, the management team must prepay the Company a risk responsibility fund, i.e. 20% of the planned selling price; Should the work of the performance examination set by the Board failed to be finished, the paid risk responsibility fund would not be refunded and shall be owned by the Company. Detailed rules concerning the limitations on the management team, such as the subscription conditions and risk responsibility fund, and boost plans would be set by the Board and submitted to relevant departments for approval. The implementation of the shares for promoting would be conducted strictly according to relevant laws and regulations, and the circulation conditions of these shares would be in conformity with relevant regulations set by the Shenzhen Stock Exchange. Under the implementation Commitments made in Acquisition Report or Reports on Change in Interests Naught Naught Naught Commitments made in Material Assets Reorganization Naught Naught Naught Commitments made in issuing Naught Naught Naught Other commitments (including additional commitments) Naught Naught NaughtShenzhen Tellus Holding Co., Ltd. The Third Quarterly Report For 2010 (Full Text) 4 3.4 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason □Applicable √Inapplicable 3.5 Particulars about the other significant events which needed explanations 3.5.1 Particular about security investment □Applicable √Inapplicable 3.5.2 Activities on receiving research, communication and interview in the report period In the report period, there were no receiving spot research, communication and written inquiry from the investors. 3.6 Particulars about derivatives investment □Applicable √Inapplicable 3.6.1 Particulars about the positions of derivatives investment at the end of report period □Applicable √Inapplicable §4. Appendix 4.1 Balance Sheet Prepared by: Shenzhen Tellus Holding Co., Ltd. 30 September 2010 Unit: RMB Balance at Items period-end Balance at year-begin Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 59,227,551.94 308,347.08 77,376,177.95 401,503.65 Settlement provisions Capital lent Transaction finance asset Notes receivable Accounts receivable 8,665,277.26 8,813,731.55 Accounts paid in advance 13,602,737.26 17,878,392.46 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other account receivable 20,155,598.25 24,558,874.08 22,274,103.75 31,532,451.36 Purchase restituted finance asset Inventories 30,307,191.30 18,373,999.23 Non-current asset due within one year Other current assets Total current assets 131,958,356.01 24,867,221.16 144,716,404.94 31,933,955.01 Non-current assets: Granted loans and advances Finance asset available for 1,499,286.25 1,499,286.25 1,849,330.80 1,849,330.80Shenzhen Tellus Holding Co., Ltd. The Third Quarterly Report For 2010 (Full Text) 5 sales Held-to-maturity investment 121,300.00 121,300.00 Long-term account receivable Long-term equity investment 138,676,412.76 364,109,339.83 132,105,433.54 359,628,239.83 Investment real estate 114,970,287.16 65,556,052.44 118,899,698.41 67,779,964.32 Fixed assets 174,807,369.72 20,487,634.54 182,074,577.00 21,029,852.07 Construction in progress Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 184,296.78 184,296.78 219,921.75 219,921.75 Expense on Research and Development Goodwill Long-term expenses to be apportioned 1,427,995.08 205,212.52 1,688,268.91 150,979.02 Deferred income tax asset 29,812,182.30 13,072,248.59 29,812,182.30 13,072,248.59 Other non-current asset Total non-current asset 461,499,130.05 465,114,070.95 466,770,712.71 463,730,536.38 Total assets 593,457,486.06 489,981,292.11 611,487,117.65 495,664,491.39 Current liabilities: Short-term loans 48,843,540.08 16,885,830.08 52,418,922.86 22,907,571.86 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable Accounts payable 33,375,874.15 1,554.00 32,734,686.58 1,554.00 Accounts received in advance 1,292,770.64 1,561,591.32 Selling financial asset of repurchase Commission charge and commission payable Wage payable 6,569,175.57 464,882.19 9,128,110.35 2,658,235.89 Taxes payable 5,636,197.17 530,324.02 9,656,230.96 278,658.81 Interest payable Dividend payable Other accounts payable 104,215,682.10 212,183,833.06 113,143,361.92 209,034,610.53 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within one year 8,520,000.00 8,160,000.00 Other current liabilities Total current liabilities 208,453,239.71 230,066,423.35 226,802,903.99 234,880,631.09 Non-current liabilities: Long-term loans 94,980,000.00 51,760,000.00 95,700,000.00 49,000,000.00Shenzhen Tellus Holding Co., Ltd. The Third Quarterly Report For 2010 (Full Text) 6 Bonds payable Long-term account payable 3,920,160.36 3,920,160.36 Special accounts payable Projected liabilities 87,568,728.57 87,568,728.57 87,568,728.57 87,568,728.57 Deferred income tax liabilities 2,415,939.89 393,524.95 2,415,939.89 393,524.95 Other non-current liabilities Total non-current liabilities 188,884,828.82 139,722,253.52 189,604,828.82 136,962,253.52 Total liabilities 397,338,068.53 369,788,676.87 416,407,732.81 371,842,884.61 Owner’s equity (or shareholders’ equity): Paid-in capital (or share capital) 220,281,600.00 220,281,600.00 220,281,600.00 220,281,600.00 Capital public reserve 7,371,770.61 5,406,489.33 7,839,688.31 5,874,407.03 Less: Inventory shares Reasonable reserve Surplus public reserve 2,952,586.32 2,952,586.32 2,952,586.32 2,952,586.32 Provision of general risk Retained profit -59,480,180.94 -108,448,060.41 -60,387,273.82 -105,286,986.57 Balance difference of foreign currency translation Total owner’s equity attributable to parent company 171,125,775.99 120,192,615.24 170,686,600.81 123,821,606.78 Minority interests 24,993,641.54 24,392,784.03 Total owner’s equity 196,119,417.53 120,192,615.24 195,079,384.84 123,821,606.78 Total liabilities and owner’s equity 593,457,486.06 489,981,292.11 611,487,117.65 495,664,491.39 4.2 Profit Statement (this report period) Prepared by: Shenzhen Tellus Holding Co., Ltd. July - September of 2010 Unit: RMB Amount Items in this period Amount in last period Consolidation Parent Company Consolidation Parent Company I. Total operating income 100,520,039.26 3,226,531.44 122,405,699.45 3,121,023.02 Including: Operating income 100,520,039.26 3,226,531.44 122,405,699.45 3,121,023.02 Interest income Insurance gained Commission charge and commission income II. Total operating cost 102,427,112.42 5,952,713.71 124,460,950.31 6,740,127.68 Including: Operating cost 84,250,158.42 975,033.20 104,389,847.76 1,147,129.70 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expenseShenzhen Tellus Holding Co., Ltd. The Third Quarterly Report For 2010 (Full Text) 7 Operating tax and extras 989,028.24 2,690,057.43 962,274.40 162,293.21 Sales expenses 4,879,116.85 6,122,701.64 Administration expenses 10,299,013.79 3,785,010.27 10,495,000.83 4,075,885.37 Financial expenses 2,009,795.12 1,024,890.29 2,491,125.68 1,354,819.40 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 1,543,809.24 749,155.02 378,196.41 1,540,871.41 Including: Investment income on affiliated company and joint venture 1,543,809.24 749,155.02 378,196.41 1,540,871.41 Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) -363,263.92 -1,977,027.25 -1,677,054.45 -2,078,233.25 Add: Non-operating income 193,773.07 922,884.87 Less: Non-operating expense 24,179.00 89,585.94 56,879.55 Including: Disposal loss of non-current asset 30,027.81 3,190.25 IV. Total Profit (Loss is listed with “-”) -193,669.85 -1,977,027.25 -843,755.52 -2,135,112.80 Less: Income tax expense 9,342.64 253,269.24 V. Net profit (Net loss is listed with “-”) -203,012.49 -1,977,027.25 -1,097,024.76 -2,135,112.80 Net profit attributable to owner’s of parent company -191,587.79 -1,977,027.25 -1,464,309.63 -2,135,112.80 Minority shareholders’ gains and losses -11,424.70 367,284.87 VI. Earnings per share: i. Basic earnings per share -0.001 -0.007 ii. Diluted earnings per share -0.001 -0.007 VII. Other consolidated income -6,946.50 -6,946.50 -251,877.24 -251,877.24 VIII. Total consolidated income -209,958.99 -1,983,973.75 -1,348,902.00 -2,386,990.04 Total consolidated income attributable to owners of parent company -198,534.29 -1,983,973.75 -1,716,186.87 -2,386,990.04 Total consolidated income attributable to minority shareholders -11,424.70 367,284.87 4.3 Profit Statement (From Year-begin to the end of this report period) Prepared by: Shenzhen Tellus Holding Co., Ltd. January - September of 2010 Unit: RMB Amount Items in this period Amount in last period Consolidation Parent Company Consolidation Parent Company I. Total operating income 298,843,228.05 9,574,361.58 327,467,491.34 9,268,974.87 Including: Operating income 298,843,228.05 9,574,361.58 327,467,491.34 9,268,974.87Shenzhen Tellus Holding Co., Ltd. The Third Quarterly Report For 2010 (Full Text) 8 Interest income Insurance gained Commission charge and commission income II. Total operating cost 303,630,806.88 17,486,995.65 338,920,615.87 17,624,646.22 Including: Operating cost 248,509,832.18 3,020,144.60 276,940,421.99 3,078,522.10 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 2,860,729.34 3,020,144.60 2,751,232.90 481,986.71 Sales expenses 15,438,262.85 16,202,039.32 Administration expenses 30,370,565.53 10,724,741.61 36,056,953.91 10,445,203.16 Financial expenses 6,451,416.98 3,244,242.63 6,984,027.35 3,618,934.25 Losses of devaluation of asset -14,059.60 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 6,422,439.45 4,761,560.23 3,598,196.41 5,731,721.41 Including: Investment income on affiliated company and joint venture 6,422,439.45 4,761,560.23 3,598,196.41 5,731,721.41 Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) 1,634,860.62 -3,151,073.84 -7,854,928.12 -2,623,949.94 Add: Non-operating income 379,730.71 10,767,273.44 8,422,279.79 Less: Non-operating expense 45,342.67 10,000.00 203,593.05 166,400.72 Including: Disposal loss of non-current asset 3,053.74 40,017.81 13,180.25 IV. Total Profit (Loss is listed with “-”) 1,969,248.66 -3,161,073.84 2,708,752.27 5,631,929.13 Less: Income tax expense 461,298.27 637,914.86 V. Net profit (Net loss is listed with “-”) 1,507,950.39 -3,161,073.84 2,070,837.41 5,631,929.13 Net profit attributable to owner’s of parent company 907,092.88 -3,161,073.84 1,308,837.99 5,631,929.13 Minority shareholders’ gains and losses 600,857.51 761,999.42 VI. Earnings per share: i. Basic earnings per share 0.004 0.006 ii. Diluted earnings per share 0.004 0.006Shenzhen Tellus Holding Co., Ltd. The Third Quarterly Report For 2010 (Full Text) 9 VII. Other consolidated income -467,917.70 -467,917.70 555,945.76 555,945.76 VIII. Total consolidated income 1,040,032.69 -3,628,991.54 2,626,783.17 6,187,874.89 Total consolidated income attributable to owners of parent company 439,175.18 -3,628,991.54 1,864,783.75 6,187,874.89 Total consolidated income attributable to minority shareholders 600,857.51 761,999.42 4.4 Cash Flow Statement (From Year-begin to the end of this report period) Prepared by: Shenzhen Tellus Holding Co., Ltd. January - September of 2010 Unit: RMB Amount Items in this period Amount in last period Consolidation Parent Company Consolidation Parent Company I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services 314,731,727.98 1,072,419.50 346,075,533.45 711,621.20 Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Net increase of insured savings and investment Net increase of disposal of transaction financial asset Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax received 63,319.04 Other cash received concerning operating activities 56,227,513.58 15,948,241.17 112,954,280.92 83,619,950.67 Subtotal of cash inflow arising from operating activities 370,959,241.56 17,020,660.67 459,093,133.41 84,331,571.87 Cash paid for purchasing commodities and receiving labor service 276,748,621.50 274,070,332.49Shenzhen Tellus Holding Co., Ltd. The Third Quarterly Report For 2010 (Full Text) 10 Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and workers 36,537,553.59 6,713,755.20 41,780,059.93 5,856,323.39 Taxes paid 14,241,492.18 1,728,016.54 17,434,697.86 3,805,920.71 Other cash paid concerning operating activities 62,275,409.75 9,563,658.35 115,132,247.94 63,994,747.72 Subtotal of cash outflow arising from operating activities 389,803,077.02 18,005,430.09 448,417,338.22 73,656,991.82 Net cash flows arising from operating activities -18,843,835.46 -984,769.42 10,675,795.19 10,674,580.05 II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income 462,060.23 462,060.23 437,747.48 437,747.48 Net cash received from disposal of fixed, intangible and other long-term assets 50,649.00 32,300.00 1,600.00 Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing activities 512,709.23 462,060.23 470,047.48 439,347.48 Cash paid for purchasing fixed, intangible and other long-term assets 382,715.00 45,205.00 590,657.80 70,955.00 Cash paid for investment 546,873.15 117,873.15 223,000.00 Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing activities 929,588.15 163,078.15 813,657.80 70,955.00 Net cash flows arising from -416,878.92 298,982.08 -343,610.32 368,392.48Shenzhen Tellus Holding Co., Ltd. The Third Quarterly Report For 2010 (Full Text) 11 investing activities III. Cash flows arising from financing activities Cash received from absorbing investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries Cash received from loans 20,500,000.00 6,000,000.00 124,200,000.00 50,000,000.00 Cash received from issuing bonds Other cash received concerning financing activities 207,573.28 8,604,777.44 Subtotal of cash inflow from financing activities 20,707,573.28 6,000,000.00 132,804,777.44 50,000,000.00 Cash paid for settling debts 14,663,318.00 3,240,000.00 125,572,206.30 56,800,000.00 Cash paid for dividend and profit distributing or interest paying 4,929,556.31 2,166,007.04 6,470,713.88 4,390,681.90 Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities 890,669.39 Subtotal of cash outflow from financing activities 19,592,874.31 5,406,007.04 132,933,589.57 61,190,681.90 Net cash flows arising from financing activities 1,114,698.97 593,992.96 -128,812.13 -11,190,681.90 IV. Influence on cash and cash equivalents due to fluctuation in exchange rate -2,610.60 -1,362.19 930.24 27.24 V. Net increase of cash and cash equivalents -18,148,626.01 -93,156.57 10,204,302.98 -147,682.13 Add: Balance of cash and cash equivalents at the period -begin 72,376,177.95 401,503.65 39,674,670.71 585,403.42 VI. Balance of cash and cash equivalents at the period -end 54,227,551.94 308,347.08 49,878,973.69 437,721.29 4.5 Auditing Report Auditing Opinion: Un-audited Chairman of the Board: Zhang Ruili Board of Directors of ShenZhen Tellus Holding Co., Ltd. October 21, 2010