Shenzhen Tellus Holding Co., Ltd. The Third Quarterly Report for 2011 (Text) Stock Code: 000025 Short Form of Stock: Tellus A ,B No.: 2011-023 Shenzhen Tellus Holding Co., Ltd. The Third Quarterly Report For 2011 §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 2011 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: In RMB Yuan Increase/decrease 2011.9.30 2010.12.31 scope (%) Total assets (RMB) 578,619,923.15 599,555,953.28 -3.49% Owners‘ equities attributable to the shareholders of listed 173,437,759.57 175,274,602.44 -1.05% company (RMB) Share capital (Share) 220,281,600.00 220,281,600.00 0.00% Net assets per share attributable to the shareholders of listed 0.787 0.796 -1.13% company (RMB/Share) Increase/decreas Increase/decreas July. – Sept. e over the same Jan. – Sept. e over the same 2011 period of the 2011 period of the last year (%) last year (%) Total operating income (RMB) 106,827,513.58 6.27% 284,874,678.96 -4.67% Net profit attributable to the shareholders of listed company -2,136,576.17 -1,015.19% -1,634,236.62 -280.16% (RMB) Net cash flow arising from - - -19,262,330.04 -2.22% operating activities (RMB) Net cash flow arising from operating activities per share - - -0.0874 -2.22% (RMB/Share) Basic earnings per share -0.01 -900.00% -0.007 -275.00% (RMB/Share) Diluted earnings per share -0.01 -900.00% -0.007 -275.00% (RMB/Share) Weighted average return on -1.22% -1.11% -0.94% -1.47% equity (%) Weighted average return on -1.07% -0.84% -0.90% -1.20% equity after deducting 1 Shenzhen Tellus Holding Co., Ltd. The Third Quarterly Report for 2011 (Text) non-recurring gains and losses (%) Items of non-recurring gains and losses √Applicable □Inapplicable In RMB Yuan Remarks (If Items of non-recurring gains and losses Amount applicable) Losses/gains from the disposal of non-current asset 201.00 Funds occupied capital received from non-financial 56,874.98 enterprises reckoned into current gains/losses Other non-operating income and expense except for -120,322.98 the aforementioned items Total -63,247.00 - 2.2 Total number of shareholders at the end of the report period and shares held by the top ten shareholders with unrestricted conditions In Share Total number of shareholders 17,614 at the end of report period Particulars about the shares held by the top ten shareholders with unrestricted conditions Unrestricted shares held at Full Name of shareholders Type of shares period-end Shenzhen SDG Co., Ltd. 131,283,504 RMB common share Domestically listed foreign Bu Haowen 1,029,353 share China Merchants Bank—South 793,871 RMB common share Strategy Selected Stock Fund Domestically listed foreign Ling Fengyuan 512,858 share THE FISRT SHANGHAI Domestically listed foreign 464,678 SECURITIES CO., LTD. share Zhang Xiaoming 441,660 RMB common share Zhang Yunjiang 420,000 RMB common share Jiang Zhiwang 413,165 RMB common share Liang Shugen 370,000 RMB common share Kan Hui 353,626 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 Monetary fund: reached RMB 44,625,600 at balance of period-end, decrease RMB 24,497,400 over that of period-begin with 35.44% down. Main reason caused by good purchasing, account paid in advance and payment for loans. Account paid in advance: reached RMB 16,039,200 at balance of period-end, increase RMB 5,826,800 over that of period-begin with 57.06% up. Main reason caused by the amount of good purchasing has been paid in advance. Other account receivable: reached RMB 24,478,600 at balance of period-end, increase RMB 10,735,500 over that of period-begin with 78.11% up mainly due to the current amount increased. Wages payable: reached RMB 9,915,800 at balance of period-end, decrease RMB 4,868,600 over 2 Shenzhen Tellus Holding Co., Ltd. The Third Quarterly Report for 2011 (Text) that of period-begin with 32.93% down mainly due to the wages paid for employees. Current liability due within one year: reached RMB 16,440,000 at balance of period-end, increase RMB 7,800,000 over that of period-begin with 90.28% up mainly due to the increase of long-term loans due within one year. Investment income: reached RMB 3,965,900 at this period, decrease RMB 2,456,500 over same period of last year with 38.25% down. Mainly results from the losses from equity transfer in this period. Non-operating income: reached RMB 39,400 at this period; decreases RMB 340,400 over same period of last year with 89.64% down mainly due to the income from disposal of non-current assts. Non-operating expenses: reached RMB 159,500 at this period, increase RMB114, 100 over same period of last year with 251.71% up mainly due to the increase of compensation in this period. Net profit attributable to owners of parent company reached RMB-1,634,200 in this period; decrease RMB 2,541,300 over same period of last year with 280.16% down mainly caused by the losses from controlling enterprises and losses from equity transfer. Gains/losses from minority reached RMB -690,400 in this period, decrease RMB 1,291,200 over same period of last year with 214.90% down mainly due to the deficit from controlling enterprise. Other consolidated income reached RMB -202,600 in this period, increase RMB 265,300 over same period of last year with 55.70% up, main reasons due to the down price of stocks held. 3.2 Progress of significant events, their influences, and analysis and explanation of their solutions 3.2.1 Qualified opinion □Applicable √Inapplicable 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 Pursuit to the requirement from CSRC and five committee of Ministry of Finance on ―Basic Rules of Internal Control for Enterprises‖ and ―Matching Guideline of the Internal Control for Enterprises‖, the Company strength and standardized the internal control of the Company for higher the management standards and risk prevention ability of the operational management that promoting the sustainable development of the Company. In April of 2011, the Company started the construction works on internal control system officially around the Company and appointed a professional agency to helping the construction works on internal control system of the Company positively. The proposal of ―Work Plan of the Implementation on Basic Rules of Internal Control for Enterprises‘‖ was deliberated and approved by 6th Meeting of 6th Session of the Board dated 13th April 2011. Till end of the period, the Company positively participated in the training that organized by CSRC; appointed professional agency organized the concentrate training within the Company. Directors, supervisors and senior executives of the Company were participated in the training as well as relevant staffs of managers and financial staff from subsidiary or branch of the Company. 3 Shenzhen Tellus Holding Co., Ltd. The Third Quarterly Report for 2011 (Text) Currently, construction works of the internal control standardized system was promoted on planning steadily. 3.3 Implementations of commitments by the Company, shareholders and actual controller Commitments made by the listed company and its directors, supervisors, senior executives, the shareholders with holding above 5% shares and its actual controller in the report period or lasting until the report period. √Applicable □Inapplicable Implementati Commitments Promiser Content of commitments on 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 Under the Commitments for SDG of the performance examination set by the Board implementati Share Merger Reform failed to be finished, the paid risk responsibility on 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. Commitments made in Acquisition Report Naught Naught Naught or Reports on Change in Interests Commitments made in Material Assets Naught Naught Naught Reorganization Commitments made Naught Naught Naught in issuing Other commitments (including additional Naught Naught Naught commitments) 4 Shenzhen Tellus Holding Co., Ltd. The Third Quarterly Report for 2011 (Text) 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 5