Shenzhen Tellus Holding Co., Ltd. First Quarterly Report 2012 (Full-Text)
Shenzhen Tellus Holding Co., Ltd.
The First Quarterly Report 2012
(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 2012 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) 583,848,155.14 570,693,268.15 2.31%
Owners’ equity attributable to
shareholders of the listed company 175,154,239.74 177,365,899.51 -1.25%
(RMB)
Total share capital (Share) 220,281,600.00 220,281,600.00 0.00%
Net asset per share attributable to
shareholders of listed company 0.7951 0.8052 -1.25%
(RMB/Share)
Changes of
The same period of
In the report period increase/decrease
last year
(%)
Total operating income (RMB) 95,887,355.30 97,328,500.70 -1.48%
Net profit attributable to
shareholders of the listed company -2,215,133.02 362,129.57 -711.70%
(RMB)
Net cash flow arising from operating
-15,234,783.72 -5,889,244.87
activities (RMB)
Net cash flow arising from operating
-0.0692 -0.0267
activities per share (RMB/Share)
Basic earnings per share
-0.0101 0.0016 -731.25%
(RMB/Share)
Diluted earnings per share
-0.0101 0.0016 -731.25%
(RMB/Share)
Weighted average return on equity
-1.26% 0.21% -1.47%
(%)
Weighted average return on equity
after deducting non-recurring gains -1.26% 0.21% -1.47%
and losses (%)
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Shenzhen Tellus Holding Co., Ltd. First Quarterly Report 2012 (Full-Text)
Items of non-recurring gains and losses
√ Applicable □ Inapplicable
Unit: RMB
Amount from year-begin Remarks (If
Items of non-recurring gains and losses
to period-end applicable)
Other non-operating income and expenditure except 1,652.07
for the aforementioned items
Total 1,652.07 -
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
16,890
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 QING GUI 1,580,083 RMB ordinary shares
LIAN XIU ZHEN 1,236,974 RMB ordinary shares
Domestically listed foreign
BO HAO WEN 1,060,553
shares
ZENG WEI MEI 999,387 RMB ordinary shares
Domestically listed foreign
LING FENG YUAN 512,858
shares
THE FISRT SHANGHAI Domestically listed foreign
464,678
SECURITIES CO., LTD. shares
ZHANG XIAO MING 449,160 RMB ordinary shares
CICC 392,773 RMB ordinary shares
KAN HUI 361,726 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
1. Balance of other account receivable at period-end was 31.9657 million yuan, increased 20.9223
million yuan over that of year-begin 11.0434 million yuan with 189.4% up; main changes due to the
increase of connect amount.
2. Balance of inventory at period-end was 39.6571 million yuan, increased 9.4388 million yuan over
that of year-begin 30.2183 million yuan with 31.2% up; mainly due to the stock of Huari Toyota
increased.
3. Balance of long-term borrowings was 0 while year-begin was 4.68 million yuan; mainly because
long-term borrowings will due within one year at year-begin, and adjusted into non-current liability
due within one year.
4. Investment income was -0.6 million yuan at this period, decrease 2.81 million yuan y-o-y. Mainly
because profitability declined in stock jointly enterprises.
5. Non-operation income at first quarterly of the Group was 23,000 yuan (including income from
disposal of non-current assets 10,000 yuan and others 13,000 yuan); increase 15,000 yuan over same
period of last year 8,000 yuan (refers to other 8,000 yuan). Non-operation expenditure was 21,000
yuan (refers to losses from disposal of non-current assets), increased 11,000 yuan over same period
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Shenzhen Tellus Holding Co., Ltd. First Quarterly Report 2012 (Full-Text)
of last year 10,000 yuan (refers to penalty 10,000 yuan).
6. Income tax of first quarterly of the Group was 140,000 yuan, increased 67,000 yuan y-o-y; mainly
because accrual income tax by tax rate.
7. Net cash flow arising from operation activities was -15.2348 million yuan at this period, decreased
9.3455 million yuan over same period of last year -5.8892 million yuan. Mainly because cash
received from vehicle sales decreased by Huari Toyota while cash paid for vehicle purchase
increased.
8. Net cash flow arising from investment activities was 3.2236 million yuan at this period, sharply
increased over same period of last year -0.2584 million yuan. Mainly because bonus 3.5 million yuan
was received from Zung Fu Tellus Company in this period while no such amount occurred at same
period of last year.
9. Net cash flow arising from financing activities was 1.2247 million yuan at this period, sharply
increased over same period of last year -5.6661 million yuan. Mainly because more bank loans
increased by Huari Toyota Company.
3.2 Analysis and explanation of significant events and their influence and solutions
3.2.1 Particular about Qualified Opinion
√Applicable □Inapplicable
China Audit International CPA LTD audited the Annual Report 2011 of the Company and issued the
unqualified auditor’s report with paragraph of emphasized matters(CAI Shen Zi[2012] No.
01020072) for the Company. Emphasized matters are:” Attention for user of financial statement,
as stated in 1(3) of Note VII, till end of approval date for this financial statement, the agreement of
conciliation of enforcement was unsigned between Tellus Holdings and Shenzhen Branch of
Agriculture Bank of China concerned the jointly liability payment for loans of Petrochemical
Company undertake by Tellus Holdings, and shows uncertainty for the payment amount and payment
deadline. The content has no influence on the audit opinions issued”
Therefore, the Board will continuous to take vary proactive measures to achieving a consolidation
agreement, minimized losses of the Company and solved the problem.
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
Implementation of internal control: According to the “Basic Standards of Internal Control for
Enterprises” jointly issued by five ministries of Ministry of Finance and supporting guideline as well
as arrangement requirement from Shenzhen Security Regulatory Bureau, the Company establish
internal control mechanism since early April of 2011. After latest one year establishment for internal
control mechanism, relevant works of internal control has completed preliminary by the Company,
which including knowledge training, business interview, process organization, defects analysis and
reformation, establishment of risk data base, authorization guideline and amendment of management
system. Currently, the “Management Manuel of Internal Control for Shenzhen Tellus Holding Co.,
Ltd.” and “Internal Control Manuel of Key Business Process for Shenzhen Tellus Holding Co.,
Ltd.”(Trial version) have been formulated and released. According to process of working, internal
control manual has carry out for practice and will exercise self-assessment of internal control with
financial report before late June of 2012, furthermore, the self-assessment report of internal control
will disclose along with the semi-annual report of 2012.
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 2012 (Full-Text)
director, supervisor and senior executives, shareholder with over 5 percent shares held and its actual
controller
√Applicable □Inapplicable
Item of Implem
Promisee Content of commitments
Commitments entation
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 the statutory commitment
duty complied with relevant laws and 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
Under
Shenzhen promiser will transfer no shares held unless the transferee has
Commitments for the
SDG Co., the ability to bear the obligations and gains the consent from
Share Merger Reform impleme
Ltd. transferee. ”
ntation
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 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
N/A N/A N/A
in Acquisition Report
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Shenzhen Tellus Holding Co., Ltd. First Quarterly Report 2012 (Full-Text)
or Reports on Change
in Interests
Commitments made
in Material Assets N/A N/A N/A
Reorganization
Commitments made
N/A N/A N/A
in issuing
Other commitments
(including additional N/A N/A N/A
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
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, 2012 Unit: RMB
Balance at period-end Balance at year-begin
Items
Consolidation Parent Company Consolidation Parent Company
Current assets:
Monetary funds 45,140,079.51 82,658.97 55,926,573.46 64,442.86
Settlement provisions
Capital lent
Transaction finance
asset
Notes receivable
Accounts receivable 6,741,642.96 6,926,224.94
Accounts paid in
14,362,078.50 12,953,848.48
advance
Insurance receivable
Reinsurance receivables
Contract reserve of
reinsurance receivable
Interest receivable
Dividend receivable
Other receivables 31,965,690.98 20,649,887.35 11,043,423.52 19,567,834.67
Purchase restituted
finance asset
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Shenzhen Tellus Holding Co., Ltd. First Quarterly Report 2012 (Full-Text)
Inventories 39,657,144.65 30,218,346.71
Non-current asset due
within one year
Other current assets
Total current assets 137,866,636.60 20,732,546.32 117,068,417.11 19,632,277.53
Non-current assets:
Granted loans and
advances
Finance asset available
1,377,722.50 1,377,722.50 1,374,249.25 1,374,249.25
for sales
Held-to-maturity
121,300.00 121,300.00
investment
Long-term account
2,338,445.69 2,338,445.69 2,341,645.69 2,341,645.69
receivable
Long-term equity
139,435,542.30 376,115,905.32 143,657,138.71 380,032,015.02
investment
Investment property 107,111,464.66 61,108,228.68 108,421,268.41 61,849,532.64
Fixed assets 162,130,342.23 19,219,631.00 164,608,682.41 19,484,310.81
Construction in progress 2,920,437.15 179,432.28 2,461,073.03 164,326.32
Engineering material
Disposal of fixed asset
Productive biological
asset
Oil and gas asset
Intangible assets 149,713.56 113,046.84 164,088.54 124,921.83
Expense on Research
and Development
Goodwill
Long-term expenses to be
768,028.97 26,732.51 846,883.52 52,590.22
apportioned
Deferred income tax
29,628,521.48 14,094,084.22 29,628,521.48 14,094,084.22
asset
Other non-current asset
Total non-current asset 445,981,518.54 474,573,229.04 453,624,851.04 479,517,676.00
Total assets 583,848,155.14 495,305,775.36 570,693,268.15 499,149,953.53
Current liabilities:
Short-term loans 47,929,815.00 14,544,160.00 42,792,388.00 14,544,160.00
Loan from central bank
Absorbing deposit and
interbank deposit
Capital borrowed
Transaction financial
liabilities
Notes payable
Accounts payable 22,622,066.79 22,950,543.71
Accounts received in
3,580,552.84 2,070,889.22
advance
Selling financial asset of
repurchase
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Shenzhen Tellus Holding Co., Ltd. First Quarterly Report 2012 (Full-Text)
Commission charge and
commission payable
Wage payable 11,518,926.42 3,005,539.57 13,285,537.39 3,056,874.78
Taxes payable 6,071,966.33 275,228.33 7,627,833.60 281,051.07
Interest payable
Dividend payable
Other accounts payable 109,670,617.01 221,506,058.73 94,803,075.42 221,249,246.62
Reinsurance payables
Insurance contract
reserve
Security trading of
agency
Security sales of agency
Non-current liabilities
90,540,000.00 45,040,000.00 88,020,000.00 41,480,000.00
due within 1 year
Other current liabilities
Total current liabilities 291,933,944.39 284,370,986.63 271,550,267.34 280,611,332.47
Non-current liabilities:
Long-term loans 4,680,000.00 4,680,000.00
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
1,592,459.86 298,948.76 1,592,459.86 298,948.76
liabilities
Other non-current
liabilities
Total non-current liabilities 93,081,348.79 87,867,677.33 97,761,348.79 92,547,677.33
Total liabilities 385,015,293.18 372,238,663.96 369,311,616.13 373,159,009.80
Owner’s equity (or
shareholders’ equity):
Paid-in capital (or share
220,281,600.00 220,281,600.00 220,281,600.00 220,281,600.00
capital)
Capital public reserve 8,572,925.05 5,379,501.77 8,569,451.80 5,376,028.52
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 -56,652,871.63 -105,546,576.69 -54,437,738.61 -102,619,271.11
Balance difference of
foreign currency translation
Total owner’s equity
attributable to parent 175,154,239.74 123,067,111.40 177,365,899.51 125,990,943.73
company
Minority interests 23,678,622.22 24,015,752.51
Total owner’s equity 198,832,861.96 123,067,111.40 201,381,652.02 125,990,943.73
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Shenzhen Tellus Holding Co., Ltd. First Quarterly Report 2012 (Full-Text)
Total liabilities and owner’s
583,848,155.14 495,305,775.36 570,693,268.15 499,149,953.53
equity
4.2 Profit statement
Prepared by Shenzhen Tellus Holding Co., Ltd. Jan.-Mar. 2012 Unit: RMB
Amount in this period Amount in last period
Items
Consolidation Parent Company Consolidation Parent Company
I. Total operating income 95,887,355.30 3,375,354.25 97,328,500.70 3,143,975.40
Including: Operating income 95,887,355.30 3,375,354.25 97,328,500.70 3,143,975.40
Interest income
Insurance gained
Commission charge and
commission income
II. Total operating cost 97,701,152.75 6,008,350.13 99,081,962.96 5,425,671.48
Including: Operating cost 78,903,888.31 1,015,295.07 81,138,877.78 973,078.20
Interest expense
Commission charge and
commission expense
Cash surrender value
Net amount of expense
of compensation
Net amount of
withdrawal of insurance
contract reserve
Bonus expense of
guarantee slip
Reinsurance expense
Operating tax and extras 1,245,049.93 189,019.85 1,127,702.31 172,918.65
Sales expenses 4,967,607.80 5,076,468.45
Administration
10,469,393.62 4,002,754.97 9,718,729.47 3,306,396.00
expenses
Financial expenses 2,115,213.09 801,280.24 2,020,184.95 973,278.63
Losses of devaluation of
asset
Add: Changing income
of fair value(Loss is listed
with “-”)
Investment income
-599,796.41 -294,309.70 2,209,122.20 2,574,892.20
(Loss is listed with “-”)
Including: Investment
income on affiliated
company and joint venture
Exchange income (Loss
is listed with “-”)
III. Operating profit (Loss
-2,413,593.86 -2,927,305.58 455,659.94 293,196.12
is listed with “-”)
Add: Non-operating
22,954.87 8,315.09
income
Less: Non-operating
21,302.80 10,480.00
expense
Including: Disposal loss
of non-current asset
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Shenzhen Tellus Holding Co., Ltd. First Quarterly Report 2012 (Full-Text)
IV. Total Profit (Loss is
-2,411,941.79 -2,927,305.58 453,495.03 293,196.12
listed with “-”)
Less: Income tax 140,321.52 72,811.65
V. Net profit (Net loss is
-2,552,263.31 -2,927,305.58 380,683.38 293,196.12
listed with “-”)
Net profit attributable to
owner’s equity of parent -2,215,133.02 -2,927,305.58 362,129.57 293,196.12
company
Minority shareholders’
-337,130.29 18,553.81
gains and losses
VI. Earnings per share
i. Basic earnings per share -0.0101 0.0016
ii. Diluted earnings per share -0.0101 0.0016
VII. Other consolidated
3,473.25 3,473.25 148,192.00 148,192.00
income
VIII. Total consolidated
-2,548,790.06 -2,923,832.33 528,875.38 441,388.12
income
Total consolidated income
attributable to owners of -2,227,509.12 -2,923,832.33 510,321.65 441,388.12
parent company
Total consolidated income
attributable to minority -321,280.94 18,553.73
shareholders
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. 2012 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 96,520,634.54 116,820.00 94,412,256.11 254,858.28
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
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Shenzhen Tellus Holding Co., Ltd. First Quarterly Report 2012 (Full-Text)
Net increase of capital
borrowed
Net increase of returned
business capital
Write-back of tax
received
Other cash received
concerning operating 21,015,311.62 10,465,885.40 18,444,018.30 6,093,911.80
activities
Subtotal of cash inflow
arising from operating 117,535,946.16 10,582,705.40 112,856,274.41 6,348,770.08
activities
Cash paid for
purchasing commodities and 93,570,455.78 85,247,152.37
receiving labor service
Net increase of
customer loans and advances
Net increase of deposits
in central bank and interbank
Cash paid for original
insurance contract
compensation
Cash paid for interest,
commission charge and
commission
Cash paid for bonus of
guarantee slip
Cash paid to/for staff
15,753,100.14 3,979,127.40 15,658,592.19 3,099,937.47
and workers
Taxes paid 4,974,080.37 547,482.81 4,965,640.28 546,689.53
Other cash paid
concerning operating 18,473,093.59 4,116,086.03 12,874,134.44 911,460.26
activities
Subtotal of cash outflow
arising from operating 132,770,729.88 8,642,696.24 118,745,519.28 4,558,087.26
activities
Net cash flows arising
-15,234,783.72 1,940,009.16 -5,889,244.87 1,790,682.82
from operating 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, intangible 3,500,000.00
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
3,500,000.00
from investing activities
Cash paid for 276,435.90 38,153.96 258,380.40
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Shenzhen Tellus Holding Co., Ltd. First Quarterly Report 2012 (Full-Text)
purchasing fixed, intangible
and other long-term assets
Cash paid for
investment
Net increase of
mortgaged loans
Net cash received from
subsidiaries and other units
Other cash paid
concerning investing
activities
Subtotal of cash outflow
276,435.90 38,153.96 258,380.40
from investing activities
Net cash flows arising
3,223,564.10 -38,153.96 -258,380.40
from 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
17,200,000.00
loans
Cash received from
issuing bonds
Other cash received
concerning financing 27,517.88
activities
Subtotal of cash inflow
17,200,000.00 27,517.88
from financing activities
Cash paid for settling
14,169,251.67 1,120,000.00 4,160,000.00 1,120,000.00
debts
Cash paid for dividend
and profit distributing or 1,806,022.66 763,639.09 1,533,629.55 683,953.28
interest paying
Including: Dividend and
profit of minority
shareholder paid by
subsidiaries
Other cash paid
concerning financing
activities
Subtotal of cash outflow
15,975,274.33 1,883,639.09 5,693,629.55 1,803,953.28
from financing activities
Net cash flows arising
1,224,725.67 -1,883,639.09 -5,666,111.67 -1,803,953.28
from financing activities
IV. Influence on cash and
cash equivalents due to
fluctuation in exchange rate
V. Net increase of cash and
-10,786,493.95 18,216.11 -11,813,736.94 -13,270.46
cash equivalents
Add: Balance of cash
and cash equivalents at the 55,926,573.46 64,442.86 69,122,979.84 324,541.62
period -begin
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Shenzhen Tellus Holding Co., Ltd. First Quarterly Report 2012 (Full-Text)
VI. Balance of cash and cash
45,140,079.51 82,658.97 57,309,242.90 311,271.16
equivalents at the period -end
4.4 Auditor’ report
Auditor’s opinions: Un-audited
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