Shenzhen Tellus Holding Co., Ltd. First Quarterly Report 2011 (Full Text)
Shenzhen Tellus Holding Co., Ltd.
The First Quarterly Report 2011
(Full Text)
§1. Important Notes
1.1 Board of Directors and the Supervisory Committee of Shenzhen Tellus Holding Co., Ltd.
(hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby
confirm that there are no any fictitious statements, misleading statements, or important omissions
carried in this report, and shall take all responsibilities, individual and/or joint, for the reality,
accuracy and completion of the whole contents.
1.2 The First Quarterly Financial Report of 2011 has not been audited by CPAs.
1.3 Zhang Ruili, Principal of the Company; Fu Bin, Person in Charge of Accounting Works; Ke
Wensheng, Person in Charge of Accounting Organ(Accounting Supervisor) hereby confirm that the
Financial Report of the First Quarterly Report is true and complete.
§2. Company Profile
2.1 Main accounting highlights and financial indexes
Unit: RMB
Changes of
At the end of the At the period-end of
increase/decrease
report period the last year
(%)
Total assets (RMB) 592,709,964.48 599,555,953.28 -1.14%
Owners’ equity attributable to
shareholders of the listed company 175,784,924.01 175,274,602.44 0.29%
(RMB)
Share capital (Share) 220,281,600.00 220,281,600.00 0.00%
Net asset per share attributable to
shareholders of listed company 0.798 0.796 0.25%
(RMB/Share)
Changes of
The same period of
In the report period increase/decrease
last year
(%)
Total operating income (RMB) 97,328,500.70 109,939,790.76 -11.47%
Net profit attributable to
shareholders of the listed company 362,129.57 -1,204,071.61 130.08%
(RMB)
Net cash flow arising from operating
-5,889,244.87 -15,324,645.40 61.57%
activities (RMB)
Net cash flow arising from operating
-0.03 -0.07 57.14%
activities per share (RMB/Share)
Basic earnings per share
0.0016 -0.0055 129.09%
(RMB/Share)
Diluted earnings per share
0.0016 -0.0055 129.09%
(RMB/Share)
Weighted average return on equity
0.21% -0.71% 0.92%
(%)
Weighted average return on equity
after deducting non-recurring gains 0.21% -0.81% 1.02%
and losses (%)
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Shenzhen Tellus Holding Co., Ltd. First Quarterly Report 2011 (Full Text)
Items of non-recurring gains and losses
√ Applicable □ Inapplicable
Unit: RMB
Remarks (If
Items of non-recurring gains and losses Amount
applicable)
Other non-operating income and expenditure except
-2,164.91
for the aforementioned items
Total -2,164.91 -
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
17,869
at the end of report period
Particulars about the shares held by the top ten tradable shareholders with unrestricted conditions
Amount of tradable shares with
Full name of shareholder unrestricted conditions held at Type of shares
the end of report period
SHENZHEN SDG CO., LTD. 131,283,504 RMB ordinary shares
ZENG WEI MEI 1,075,092 RMB ordinary shares
CHEN YIN ZHU 995,875 RMB ordinary shares
Domestically listed foreign
LING FENG YUAN 782,244
shares
LIAN XIU ZHEN 656,129 RMB ordinary shares
ZENG YOU QUAN 560,071 RMB ordinary shares
THE FISRT SHANGHAI Domestically listed foreign
464,678
SECURITIES CO., LTD. shares
CHEN HONG YUN 461,240 RMB ordinary shares
YE YING 440,000 RMB ordinary shares
LI LV YE 437,918 RMB ordinary shares
§3. Significant Events
3.1 Particulars about material changes in items of main accounting statement and financial
index, and explanations of reasons
√Applicable □Inapplicable
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Shenzhen Tellus Holding Co., Ltd. First Quarterly Report 2011 (Full Text)
End of this End of last Changes
Item Reasons
period period scope
Account paid in Increase of the account paid for
16,519,063.35 10,212,371.68 61.76%
advance vehicle purchased in advance
Other account
25,231,005.05 13,743,165.24 83.59% Increase of the current account
receivable
Account received in Settlement procedures on
812,842.77 1,838,938.58 -55.80%
advance account received in advance
This report Same period of Changes
Item Reasons
period last year scope
Income from non-current assts
Non-operating income 8,315.09 173,645.46 -95.21%
disposal in last year
mainly due to the decrease of
Net profit 380,683.38 -727,179.74 152.35% expenses, and growth of
investment income
Other comprehensive Changes of the value of shares
148,192.00 -82,386.95 279.87%
income of China Merchants
Net value of cash flow
More current account paid in
arising from operating -5,889,244.87 15,324,645.40 61.57%
last year
activities
Net value of cash flow More cash paid for fixed assets
arising from investing -258,380.40 -405,049.15 36.21% purchased and construction in
activities last year
Net value of cash flow
No bank loans occurred in the
arising from financing -5,666,111.67 1,908,135.93 396.94%
year
activities
3.2 Analysis and explanation of significant events and their influence and solutions
3.2.1 Particular about Qualified Opinion
□Applicable √Inapplicable
3.2.2 Particular about fund offered to shareholder or its related parties by the Company and
external guarantee with procedure violation
□Applicable √Inapplicable
3.2.3 Particular about the significant contract of routine operation signed and implemented
□Applicable √Inapplicable
3.2.4 Other
√Applicable □Inapplicable
The Company actively answers the requirement on standardized the internal control system for
enterprise from Shenzhen Securities Regulatory, the Company accords great importance to the
construction work on internal control and completely performed the work. In the report period,
progress of the construction on internal control standardized as: the “Implementation on Work Plan
of Basic Regulation of Internal Control for Enterprise” have been deliberated and approved by the
Board and been disclosed dated April 15; set up the standardize team for internal control and main
participating members have been selected; plan out the work schedule for the construction of
internal control and definite major task in every phases; the external consultancy institution
appointment is in the process of option.
3.3 Implementations of commitments by the Company, shareholders and actual controller
Commitments make within the report period or persisted to the period by listed company and its
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Shenzhen Tellus Holding Co., Ltd. First Quarterly Report 2011 (Full Text)
director, supervisor and senior executives, shareholder with over 5 percent shares held and its actual
controller
√Applicable □Inapplicable
Item of Commitments Promisee Content of commitments Implementation
During the share merger reform of
the Company, commitments made
by non-tradable shareholder—SDG
as : 1. Commitment s on lock-up
period
(1) In accordance with the
Management Method on Share
Merger Reform of Listed Company,
SDG will perform the statutory
commitment duty complied with
relevant laws and regulations.
(2) Except the abovementioned
statutory commitments, special
commitments are made by SDG as:
Selling no shares of Tellus (shares of
equity incentive for management
excluded) on Shenzhen Stock
Exchange within 36 months since
the date of implementation of
reform plan.
(3) The management will perform
Shenzhen the statutory commitment duty
Commitments for Share Under the
SDG Co., complied with relevant laws and
Merger Reform implementation
Ltd. regulations.
(4) Commitments from SDG:”
Concerning the losses suffered by
other shareholders resulted from no
implementation or incompleteness
commitment by the promiser, the
promiser will pay the losses. ”
(5) Statement from SDG as:” the
promiser will implement the
commitment faithfully and bear
relevant law obligations. The
promiser will transfer no shares held
unless the transferee has the ability
to bear the obligations and gains the
consent from transferee. ”
2. Special commitment for incentive
plan
No more than 10 percent of the total
shares that held by SDG after share
merger reform were used for equity
incentive in management for the
purpose of long-term incentive on
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Shenzhen Tellus Holding Co., Ltd. First Quarterly Report 2011 (Full Text)
core managers and core business
personnel. Selling the shares to
management in three years with the
price of the net assets per share in
latest auditing conducted. Before the
incentive plan, the management
should pay the risk liability fund to
the Company in advance with the 20
percent of the predicted sales price
every year. The risk liability fund
should not be return if the
management finished no
performance assignment that
regulated by the Board and the
Company shares the fund.
Restriction and incentive plan of the
acquisition condition and risk
liability fund were regulated by the
Board and submitted for approval in
relevant department. The
implementation of the equity
incentive plan should comply with
relevant regulations and laws. The
trading condition should comply
with the relevant regulations of the
Shenzhen Stock Exchange.
3. Relevant expenses for the share
merger reform should paid by SDG.
Commitments made in
Acquisition Report or Reports N/A N/A N/A
on Change in Interests
Commitments made in Material
N/A N/A N/A
Assets Reorganization
Commitments made in issuing N/A N/A N/A
Other commitments (including
N/A N/A N/A
additional commitments)
3.4 Estimation of accumulative net profit from the beginning of the year to the end of next
report period to be loss probably or the warning of its material change compared with the
corresponding period of the last year and explanation of reason
□Applicable √Inapplicable
3.5 Other significant events which need explanations
3.5.1 Particulars about securities investment
√Applicable □Inapplicable
Unit: RMB
Total
Gains and
Initial Book value investmen
Short form Amount losses in
Securities Stock investme at t
No. of the held report
kinds code nt amount period-end proportion
stock (Share) period
(RMB) (RMB) of
(RMB)
securities
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Shenzhen Tellus Holding Co., Ltd. First Quarterly Report 2011 (Full Text)
in
period-en
d (%)
China
178,454.2 1,631,269.
1 Stock 600036 Merchants 115,775 100.00% 0.00
0 75
Bank
Other stock investment held at the end of
0.00 - 0.00 0.00% 0.00
report period
Gain/loss of the sold securities investment
- - - - 0.00
in the report period
Total 178,454.2 1,631,269.
- 100% 0.00
0 75
Explanations on securities investment
Original shares and allocation shares subscribed.
3.5.2 Registration form for receiving research, communication and interview in the report
period
In the report period, there were no receptions from the investors such as spot research, telephone
communications and written enquiries.
3.6 Particulars about derivatives investment
□Applicable √Inapplicable
3.6.1 Particulars about derivatives investment held at the end of report period
□Applicable √Inapplicable
§4. Appendix
4.1 Balance sheet
Prepared by Shenzhen Tellus Holding Co., Ltd. March 31, 2011 Unit: RMB
Balance at period-end Balance at year-begin
Items
Consolidation Parent Company Consolidation Parent Company
Current assets:
Monetary funds 57,309,242.90 311,271.16 69,122,979.84 324,541.62
Settlement
provisions
Capital lent
Transaction finance
asset
Notes receivable
Accounts receivable 9,095,623.61 8,831,986.63
Accounts paid in
16,519,063.35 10,212,371.68
advance
Insurance receivable
Reinsurance
receivables
Contract reserve of
reinsurance receivable
Interest receivable
Dividend receivable
Other receivables 25,231,005.05 23,680,989.89 13,743,165.24 21,830,874.99
Purchase restituted
finance asset
Inventories 18,861,095.79 25,045,954.52
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Shenzhen Tellus Holding Co., Ltd. First Quarterly Report 2011 (Full Text)
Non-current asset
due within one year
Other current assets
Total current assets 127,016,030.70 23,992,261.05 126,956,457.91 22,155,416.61
Non-current assets:
Granted loans and
advances
Finance asset
1,631,269.75 1,631,269.75 1,483,077.75 1,483,077.75
available for sales
Held-to-maturity
121,300.00 121,300.00
investment
Long-term account
receivable
Long-term equity
147,488,824.32 373,786,584.15 150,481,302.12 376,413,291.95
investment
Investment property 112,350,679.66 64,073,444.52 113,660,483.41 64,814,748.48
Fixed assets 170,710,037.84 20,218,045.61 173,400,772.86 20,466,877.39
Construction in
122,498.75
progress
Engineering
material
Disposal of fixed
asset
Productive
biological asset
Oil and gas asset
Intangible assets 207,213.48 160,546.80 221,588.46 172,421.79
Expense on
Research and
Development
Goodwill
Long-term expenses to
1,089,675.42 144,163.60 1,258,536.21 174,688.06
be apportioned
Deferred income tax
31,972,434.56 14,865,962.87 31,972,434.56 14,865,962.87
asset
Other non-current
asset
Total non-current asset 465,693,933.78 474,880,017.30 472,599,495.37 478,391,068.29
Total assets 592,709,964.48 498,872,278.35 599,555,953.28 500,546,484.90
Current liabilities:
Short-term loans 40,347,031.42 16,828,120.42 42,363,705.42 16,828,120.42
Loan from central
bank
Absorbing deposit
and interbank deposit
Capital borrowed
Transaction
financial liabilities
Notes payable
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Shenzhen Tellus Holding Co., Ltd. First Quarterly Report 2011 (Full Text)
Accounts payable 31,737,612.75 1,554.00 30,767,809.82 1,554.00
Accounts received
812,842.77 1,838,938.58
in advance
Selling financial
asset of repurchase
Commission charge
and commission payable
Wage payable 12,761,840.35 3,555,049.60 14,784,418.61 3,547,611.71
Taxes payable 7,722,658.83 283,050.15 7,464,874.69 281,199.97
Interest payable
Dividend payable
Other accounts
106,327,353.69 214,907,095.12 107,704,456.87 215,911,977.86
payable
Reinsurance
payables
Insurance contract
reserve
Security trading of
agency
Security sales of
agency
Non-current
liabilities due within 1 8,640,000.00 4,480,000.00 8,640,000.00 4,480,000.00
year
Other current
liabilities
Total current liabilities 208,349,339.81 240,054,869.29 213,564,203.99 241,050,463.96
Non-current liabilities:
Long-term loans 90,540,000.00 45,040,000.00 92,700,000.00 46,160,000.00
Bonds payable
Long-term account
3,920,160.36 3,920,160.36
payable
Special accounts
payable
Projected liabilities 87,568,728.57 87,568,728.57 87,568,728.57 87,568,728.57
Deferred income tax
2,005,026.70 341,399.21 2,005,026.70 341,399.21
liabilities
Other non-current
liabilities
Total non-current
184,033,915.63 132,950,127.78 186,193,915.63 134,070,127.78
liabilities
Total liabilities 392,383,255.44 373,004,997.07 399,758,119.62 375,120,591.74
Owner’s equity (or
shareholders’ equity):
Paid-in capital (or
220,281,600.00 220,281,600.00 220,281,600.00 220,281,600.00
share capital)
Capital public
8,784,021.85 5,590,598.57 8,635,829.85 5,442,406.57
reserve
Less: Inventory
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Shenzhen Tellus Holding Co., Ltd. First Quarterly Report 2011 (Full Text)
shares
Reasonable reserve
Surplus public
2,952,586.32 2,952,586.32 2,952,586.32 2,952,586.32
reserve
Provision of general
risk
Retained profit -56,233,284.16 -102,957,503.61 -56,595,413.73 -103,250,699.73
Balance difference
of foreign currency
translation
Total owner’s equity
attributable to parent 175,784,924.01 125,867,281.28 175,274,602.44 125,425,893.16
company
Minority interests 24,541,785.03 24,523,231.22
Total owner’s equity 200,326,709.04 125,867,281.28 199,797,833.66 125,425,893.16
Total liabilities and
592,709,964.48 498,872,278.35 599,555,953.28 500,546,484.90
owner’s equity
4.2 Profit statement
Prepared by Shenzhen Tellus Holding Co., Ltd. Jan.-Mar. 2011 Unit: RMB
Amount in this period Amount in last period
Items
Consolidation Parent Company Consolidation Parent Company
I. Total operating income 97,328,500.70 3,143,975.40 109,939,790.76 3,002,805.46
Including: Operating
97,328,500.70 3,143,975.40 109,939,790.76 3,002,805.46
income
Interest income
Insurance gained
Commission charge
and commission income
II. Total operating cost 99,081,962.96 5,425,671.48 112,418,168.59 6,213,422.74
Including: Operating cost 81,138,877.78 973,078.20 92,909,659.20 972,581.20
Interest expense
Commission charge
and commission expense
Cash surrender
value
Net amount of
expense of compensation
Net amount of
withdrawal of insurance
contract reserve
Bonus expense of
guarantee slip
Reinsurance
expense
Operating tax and
1,127,702.31 172,918.65 876,949.46 156,145.89
extras
Sales expenses 5,076,468.45 5,944,185.25
Administration
9,718,729.47 3,306,396.00 10,243,858.74 3,931,721.30
expenses
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Shenzhen Tellus Holding Co., Ltd. First Quarterly Report 2011 (Full Text)
Financial expenses 2,020,184.95 973,278.63 2,443,515.94 1,152,974.35
Losses of
devaluation of asset
Add: Changing
income of fair value(Loss
is listed with “-”)
Investment income
2,209,122.20 2,574,892.20 1,861,000.00 1,861,000.00
(Loss is listed with “-”)
Including:
Investment income on
affiliated company and
joint venture
Exchange income
(Loss is listed with “-”)
III. Operating profit
455,659.94 293,196.12 -617,377.83 -1,349,617.28
(Loss is listed with “-”)
Add: Non-operating
8,315.09 173,645.46
income
Less: Non-operating
10,480.00 5,247.64
expense
Including: Disposal
loss of non-current asset
IV. Total Profit (Loss is
453,495.03 293,196.12 -448,980.01 -1,349,617.28
listed with “-”)
Less: Income tax 72,811.65 278,199.73
V. Net profit (Net loss is
380,683.38 293,196.12 -727,179.74 -1,349,617.28
listed with “-”)
Net profit
attributable to owner’s 362,129.57 293,196.12 -1,204,071.61 -1,349,617.28
equity of parent company
Minority
shareholders’ gains and 18,553.81 476,891.87
losses
VI. Earnings per share
i. Basic earnings per
0.0016 -0.0055
share
ii. Diluted earnings per
0.0016 -0.0055
share
VII. Other consolidated
148,192.00 148,192.00 -82,386.95 -82,386.95
income
VIII. Total consolidated
528,875.38 441,388.12 -809,566.69 -1,432,004.23
income
Total consolidated
income attributable to
510,321.57 441,388.12 -1,286,458.56 -1,432,004.23
owners of parent
company
Total consolidated
income attributable to 18,553.81 476,891.87
minority shareholders
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Shenzhen Tellus Holding Co., Ltd. First Quarterly Report 2011 (Full Text)
Concerning the enterprise consolidation under common control occurred in the period; the mergered
party realized net profit before consolidation amounting to RMB00.00.
4.3 Cash flow statement
Prepared by Shenzhen Tellus Holding Co., Ltd. Jan.-Mar. 2011 Unit: RMB
Amount in this period Amount in last period
Items
Consolidation Parent Company Consolidation Parent Company
I. Cash flows arising
from operating activities:
Cash received from
selling commodities and 94,412,256.11 254,858.28 115,824,661.36 248,596.98
providing labor services
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
Other cash received
concerning operating 18,444,018.30 6,093,911.80 19,390,026.66 6,202,196.79
activities
Subtotal of cash
inflow arising from 112,856,274.41 6,348,770.08 135,214,688.02 6,450,793.77
operating activities
Cash paid for
purchasing commodities 85,247,152.37 104,964,430.03
and receiving labor
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Shenzhen Tellus Holding Co., Ltd. First Quarterly Report 2011 (Full Text)
service
Net increase of
customer loans and
advances
Net increase of
deposits in central bank
and interbank
Cash paid for
original insurance
contract compensation
Cash paid for
interest, commission
charge and commission
Cash paid for bonus
of guarantee slip
Cash paid to/for
15,658,592.19 3,099,937.47 13,984,416.79 3,032,018.45
staff and workers
Taxes paid 4,965,640.28 546,689.53 4,838,458.84 529,004.08
Other cash paid
concerning operating 12,874,134.44 911,460.26 26,752,027.76 7,124,510.63
activities
Subtotal of cash
outflow arising from 118,745,519.28 4,558,087.26 150,539,333.42 10,685,533.16
operating activities
Net cash flows
arising from operating -5,889,244.87 1,790,682.82 -15,324,645.40 -4,234,739.39
activities
II. Cash flows arising
from investing activities:
Cash received from
recovering investment
Cash received from
investment income
Net cash received
from disposal of fixed,
15,500.00
intangible and other
long-term assets
Net cash received
from disposal of
subsidiaries and other
units
Other cash received
concerning investing
activities
Subtotal of cash
inflow from investing 15,500.00
activities
Cash paid for
258,380.40 302,676.00 18,097.00
purchasing fixed,
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Shenzhen Tellus Holding Co., Ltd. First Quarterly Report 2011 (Full Text)
intangible and other
long-term assets
Cash paid for
117,873.15 117,873.15
investment
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 258,380.40 420,549.15 135,970.15
activities
Net cash flows
arising from investing -258,380.40 -405,049.15 -135,970.15
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
6,000,000.00 6,000,000.00
loans
Cash received from
issuing bonds
Other cash received
concerning financing 27,517.88 41,755.68
activities
Subtotal of cash
inflow from financing 27,517.88 6,041,755.68 6,000,000.00
activities
Cash paid for
4,160,000.00 1,120,000.00 2,540,000.00 1,000,000.00
settling debts
Cash paid for
dividend and profit
1,533,629.55 683,953.28 1,593,619.75 697,230.00
distributing or interest
paying
Including: Dividend
and profit of minority
shareholder paid by
subsidiaries
Other cash paid
concerning financing
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Shenzhen Tellus Holding Co., Ltd. First Quarterly Report 2011 (Full Text)
activities
Subtotal of cash
outflow from financing 5,693,629.55 1,803,953.28 4,133,619.75 1,697,230.00
activities
Net cash flows
arising from financing -5,666,111.67 -1,803,953.28 1,908,135.93 4,302,770.00
activities
IV. Influence on cash and
cash equivalents due to
fluctuation in exchange
rate
V. Net increase of cash
-11,813,736.94 -13,270.46 -13,821,558.62 -67,939.54
and cash equivalents
Add: Balance of
cash and cash equivalents 69,122,979.84 324,541.62 72,376,177.95 401,503.65
at the period -begin
VI. Balance of cash and
cash equivalents at the 57,309,242.90 311,271.16 58,554,619.33 333,564.11
period -end
4.4 Auditor’ report
Auditor’s opinions: Un-audited
Board of Directors of
ShenZhen Tellus Holding Co., Ltd
April 25, 2011
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