深圳市特力(集团)股份有限公司 2012 年半年度报告全文 深圳市特力(集团)股份有限公司 SHENZHEN TELLUS HOLDING CO.,LTD 2012 年半年度报告 SEMI-ANNUAL REPORT 2012 August16, 2012 1 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 SEMI-ANNUAL REPORT 2012 I. Important Note Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of Shenzhen Tellus Holding Co., Ltd. (hereinafter referred to as the Company) 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. All directors are attending the Meeting for deliberation and approval for the semi-annual report. Financial report of this semi-annual repot has not been audited by CPA. Zhang Ruili, person in charge of the Company, Luo Bojun, person in charge of accounting works, CFO Fu Bin and Ke Wensheng, person in charge of accounting institution (accounting officer) hereby confirm the truthfulness and completeness of the Financial Report in the Semi-annual Report 2012. II. Company Profile (I) Company information Code for A-share 000025 Code for B-share 200025 Short form for Short form for A-share Tellus-A Tellus-B B-share Listing stock exchange Shenzhen Stock Exchange Legal Chinese name of 深圳市特力(集團)股份有限公司 the Company Abbr. of legal Chinese name of the Company Legal English name of Shenzhen Tellus Holding Co.,Ltd the Company Abbr. of legal English name of the Company Legal Representative Zhang Ruili Registered Add. 3/F, Tellus Building, Shui Bei Er Road, Luohu District, Shenzhen Post Code of 518020 registered add. Office Add. 15/F, Zhonghe Building, Shennan Middle Road, Futian District, Shenzhen Post Code of office 518031 add. Internet website www.tellus.cn E-mail sztljtgf@public.szptt.net.cn (II) Contact person and ways Secretary of the Board Rep. of security affairs Name Guo Dongri Sun Bolun 2 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 5/F, Zhonghe Building, Shennan 5/F, Zhonghe Building, Shennan Contact adds. Middle Road, Futian District, Middle Road, Futian District, Shenzhen Shenzhen Tel. (0755) 83989328 (0755) 83989339 Fax. (0755) 83989399 (0755) 83989399 E-mail guodongri@yahoo.com.cn s9239243@163.com (III) Information disclosure and place for preparation Newspapers Designated for Shenzhen-Securities Times and Hong Kong- Hong Kong indormation disclosure Comercial Daily Website desinated by CSRC for http://www.cninfo.com.cn publishing semi-annual report place for preparation of Secretariat of Shenzhen Tellus Holding Co.,Ltd semi-annual report III. Major accounting data and business abstract (I) Major accounting data and financial indexes Whether retroactive adjusted on previous financial report or not □Yes √ No Major accounting data Increase/decrease in this Reporting period (Jan. Major accounting data Same period of last year report period to June) year-on-year (%) Total business revenue(RMB) 194,282,667.44 178,047,165.38 9.12% Business profit(RMB) -9,841,337.34 716,236.75 Total profit(RMB) -9,829,057.94 578,156.59 Net profit attributable to shareholders of the listed company -8,637,314.75 502,339.55 (RMB) Net profit attributable to shareholders of the listed company -8,687,510.8 602,711.39 after deducting non-recurring gains and losses(RMB) Net cash flow arising from operating -5,034,466.47 6,776,674.04 activities(RMB) Increase/decrease in this End of this period End of last period period-end over that of last period-end (%) Total assets(RMB) 563,712,143.83 570,693,268.15 -1.22% Owners’ equity attributable to shareholders of the listed 168,618,598.51 177,365,899.51 -4.93% company(RMB) Share capital(Share) 220,281,600 220,281,600 0% Major financial indexes Increase/decrease in this Reporting period (Jan. Major financial indexes Same period of last year report period to June) year-on-year (%) Basic earnings per share -0.039 0.002 (RMB/Share) Diluted earnings per share -0.039 0.002 (RMB/Share) Basic EPS after deducting -0.039 0.003 3 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 non-recurring gains/losses (RMB/Share) Fully diluted ROE (%) -5.12% 0.29% Weighted average ROE (%) -4.99% 0.29% Fully diluted ROE after deducting -5.15% 0.34% non-recurring gains/losses (%) Weighted average ROE after deducting non-recurring gains/losses -5.02% 0.34% (%) Net cash flow per share arising from -0.023 0.031 operating activities (RMB/Share) Increase/decrease in this period-end over same End of this period End of last period period of last period-end (%) Net assets per share attributable to shareholder of listed company 0.765 0.805 -4.97% (RMB/ Share) Asset-liability ratio (%) 65.97% 64.71% 1.26% Explanation on former accounting data and financial index at period-end (stating adjustment explanation if there has retroactive adjustment) Nil (II) Difference of accounting data under CAS and IAS 1. Difference of net profit and net assets disclosed in financial report based on IAS and CAS □ Applicable √ Not applicable 2. Difference of net profit and net assets disclosed in financial report based on foreign accounting standards and CAS □ Applicable √ Not applicable 3. Detail items for major differences Explanation on IAS Items with major Amount involved and(or) foreign Reasons for differences differences (RMB) accounting standards involved 4. Explanation on accounting data difference under the foreign/domestic accounting standards Nil (III) Item and amount with non-recurring gains/losses deducted √Applicable □Not applicable Items Amount (RMB) Note Gains and losses from disposal of non-current Losses from disposal of fixed assets -21,255 assets from Huari Automobile Tax refund or exemption out of authorization, with absence of official approval document or accidentally Governmental subsidy calculated into current gains and losses(while closely related with the normal 4 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 business of the Company, excluding the fixed-amount or fixed-proportion governmental subsidy according to the unified national standard) Fund occupation expenses received from Fund occupation expenses received non-financial enterprises that reckon into current 37,916.65 from affiliated enterprise Xinglong gains/losses Company Income occurred when investment cost paid by enterprise for obtaining subsidiaries, associates and joint ventures are lower than its share in fair value of net realizable assets of invested units Gains and losses from exchange of non-monetary assets Gains and losses from entrusted investment or management assets Various asset impairment reserve provided for force majeure, such as natural disaster; Gains/losses from debt reorganization Reorganization expenses, such as expenditure for allocation of employees and integration fee Gains and losses from excess of transaction which are conducted on a non-fair-valued basis over its fair value Current net gains and losses of subsidiaries occurred from combination under the same control commencing from period-begin to combination date Gains and losses from contingent events which has no relation with normal business of the Company Gains and losses from change of fair values of held-for-transaction financial assets and financial liabilities except for the effective hedge business related to normal business of the Company, and investment income from disposal of transactional financial assets and liabilities and financial assets available for sale Reversal of impairment reserve for account receivable with separate impairment testing gains/ losses from external entrustment loans Gains and losses arising from change of fair value of investment properties whose follow-up measurement are at fair value Affect upon current gains/losses arising from the one-off adjustment in subject to requirement of laws and rules in relation to taxation and accounting Income from entrusted custody operation Other non-operating income and expenditure 33,534.4 except the abovementioned Other item that satisfied the definition of non-recurring gains and losses Influenced amount of minority shareholders’ equity Impact on income tax Total 50,196.05 -- Explanation on “Other item that satisfied the definition of non-recurring gains and losses” and defined non-recurring gains and losses as recurring gain/loss according to natures and characteristic 5 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 of self-operation status Amount involved Item Note (RMB) IV. Changes in Share Capital and Particular about Shareholders (I) Changes in share capital 1. Statement of changes in shares □Applicable √Not applicable 2. Changes in restricted shares □Applicable √Not applicable (II) Security offering and listing 1. Security offering in previous three years □Applicable √Not applicable 2 Changes of total shares and structures as well as outcome of asset-liability structures □Applicable √Not applicable 3. Current shares held by internal staffs □Applicable √Not applicable (III) Shareholders and actual controller 1. Total shareholders at period-end Total 18,318 shareholders at period-end 2. Shares held by top ten shareholders Particulars about the shares held by the top ten shareholders Amount of Shares pledged or frozen Proportion of Shareholders (full Nature of Total amount the shares held name) shareholders of shares held restricted Share status Amount (%) shares held Shenzhen SDG Co., State-owned 66.22% 145,870,560 14,587,056 Ltd. legal person TEACHER RETIREMENT Foreign lega 1.03% 2,260,025 0 SYSTEM OF TEXAS l person TRB2 Domestic na Ling Fengyuan 0.23% 512,858 0 ture person FISRT SHANGHAI Foreign legal 0.23% 507,478 0 SECURITIES LTD. person Domestic Zhang Xiaoming 0.21% 463,961 0 nature person Domestic Kan Hui 0.17% 369,126 0 nature person Domestic Lu Zhihua 0.16% 355,200 0 nature person Domestic Huang Dongyun 0.14% 304,200 0 nature person He Xin Domestic 0.14% 304,100 0 6 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 nature person Domestic Qiu Junfei 0.12% 266,600 0 nature person Explanation of shareholders Particulars about the shares held by the top ten unrestricted shareholders √Applicable □Not applicable Amount of Type/amount of shares Shareholders unrestricted shares held at period-end Type Amount Shenzhen SDG Co., Ltd. 131,283,504 A-share 131,283,504 TEACHER RETIREMENT SYSTEM OF 2,260,025 B-share 2,260,025 TEXAS TRB2 Ling Fengyuan 512,858 B-share 512,858 FISRT SHANGHAI SECURITIES LTD. 507,478 B-share 507,478 Zhang Xiaoming 463,961 A-share 463,961 Kan Hui 369,126 A-share 369,126 Lu Zhihua 355,200 A-share 355,200 Huang Dongyun 304,200 A-share 304,200 He Xin 304,100 B-share 304,100 Qiu Junfei 266,600 A-share 266,600 Explanation on associated relationship among the top ten shareholders or (and) consistent action Among the top ten shareholders, there exists no associated relationship between the state-owned legal person’s shareholders Shenzhen SDG Co., Ltd and other shareholders, and they do not belong to the consistent actionist regulated by the Management Measure of Information Disclosure on Change of Shareholding for Listed Companies. For the other shareholders of circulation share, the Company is unknown whether they belong to the consistent actionist. 3. Controlling shareholders and actual controller (1) Changes of controlling shareholders and actual controller □Applicable √Not applicable (2) Introduction of controlling shareholders and actual controller Whether has new actual controller or not □Yes √No Shenzhen Municipal People’s Government State-owned Assets Name of actual controller Supervision and Administration Commission Type of actual controller Local State-Owned Assets Supervision & Administration Commission Explanations In reporting period, Shenzhen Municipal People’s Government of State-owned Assets Supervision and Administration Commission is the largest shareholder of SDG with 43.30% equity held, which is an institution directly under Government of Shenzhen, implemented investor’s right of controlling shareholder SDG on behalf of Shenzhen Government. Office address: 17/F, Investment Building, No. 4009 Shennan Blvd, Futian District, Shenzhen; principal: Zhang Xiaoli (3) Block diagram of property rights and controlling relationship between the Company and actual controller 7 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Shenzhen Municipal People’s Government of State-owned Assets Supervision and Administration Commission 43.30% Shenzhen SDG Co., Ltd. 66.22% Shenzhen Tellus Holding Co., Ltd. (4) Actual controller controlling the Company by means of entrust or other assets management □Applicable √Not applicable 4. Other legal person’s shareholders with over ten percent shares held □Applicable √Not applicable (IV) Convertible bonds □Applicable √Not applicable V. Directors, Supervisors and Senior Executives 8 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 (I) Changes of shares held by directors, supervisors and senior executive Whether Amount of received Amount of Amount of Shares held shares Including: remuneration shares Shares held stock option Office dated Office dated at increase in restricted Reasons for from Name Title Sex Age decreased in at period-end held at from ended period-begin( this shares held changes shareholders’ this period (Share) period-end Share) period(Share (Share) unit or other (Share) (Share) ) related unit or not Chairman of Zhang Ruili M 49 2012-06-06 2015-06-06 0 0 0 0 0 0 No the Board Luo Bojun GM, Director M 50 2012-06-06 2015-06-06 0 0 0 0 0 0 No CFO, Fu Bin M 50 2012-06-06 2015-06 -06 0 0 0 0 0 0 No Director Zhang junlin Director M 47 2012-06-06 2015-06-06 0 0 0 0 0 0 Yes Zhang Director M 53 2012-06-06 2015-06-06 0 0 0 0 0 0 Yes Jianmin Yu Lei Director F 44 2012-06-06 2015-06-06 0 0 0 0 0 0 Yes Independent Liu Hongling F 58 2012-06-06 2015-06-06 0 0 0 0 0 0 No director Jiang Independent M 51 2012-06-06 2015-06-06 0 0 0 0 0 0 No Hongjun director Independent Wei Shaohui M 40 2012-06-06 2015-06-06 0 0 0 0 0 0 No director Guan Zhicai Supervisor M 58 2012-06-06 2015-06-06 0 0 0 0 0 0 No Zhang Supervisor M 42 2012-06-06 2015-06-06 0 0 0 0 0 0 Yes Xinliang 9 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Fu Chunlong Supervisor M 39 2012-06-06 2015-06-06 0 0 0 0 0 0 Yes Wang Supervisor M 54 2012-06-06 2015-06-06 0 0 0 0 0 0 No Guangye Ke Supervisor F 44 2012-06-06 2015-06-06 0 0 0 0 0 0 No Wensheng Ren Deputy GM M 49 2012-06-07 2015-06-06 0 0 0 0 0 0 No Yongjian Deputy GM, Guo Dongri Secretary of M 47 2012-06-07 2015-06-06 0 0 0 0 0 0 No the Board Feng Yu Deputy GM M 45 2012-06-07 2015-06-06 0 0 0 0 0 0 No Lv Hang Former GM M 51 2011-06-15 2012-02-23 0 0 0 0 0 0 No Former Ji Dejun Independent M 68 2009-06-18 2012-06-06 0 0 0 0 0 0 No director Shi Former M 54 2009-06-18 2012-06-06 0 0 0 0 0 0 Yes Changyue Director Total -- -- -- -- -- 0 0 0 0 0 0 -- -- Directors, supervisor and senior executives who awarded equity incentive in report period □applicable √Not applicable 10 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 (II) Representation Representation in shareholders’ unit √Applicable □Not applicable Whether received remuneration Post Service term Service term Name Shareholders’ unit from occupied from ended shareholders’ unit or not Zhang Junlin Shenzhen SDG Holding Co., Ltd. GM Yes Zhang Deputy Shenzhen SDG Holding Co., Ltd. Yes Jianmin GM Deputy Yu Lei Shenzhen SDG Holding Co., Ltd. Yes GM Director of Zhang auditing Shenzhen SDG Holding Co., Ltd. Yes Xinliang supervision dept. Director of Fu Chunlong Shenzhen SDG Holding Co., Ltd. Yes HR dept. Shi Shenzhen SDG Holding Co., Ltd. GM Yes Changyue Explanation on job occupation in shareholders’ unit Representation in other unit √Applicable □Not applicable Whether received Post Service term Service term remuneration Name other unit occupied from ended from other unit or not Shenzhen Jinkai Sinocoms Appraisal Vice Liu Hongling Yes Co.,Ltd. Chairman Senior Wei Shaohui Guangdong Xinda Law Firm Yes partner Independen Wei Shaohui Longhao Tiandi Corporation Limited Yes t director Shenzhen Click Technology Co., Independen Wei Shaohui Yes Ltd. t director Explanation on job occupation in 11 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 other unit (III) Remuneration of directors, supervisors and senior executives Procedure for deciding The remunerations of independent directors are drafted by the board of directors, and remunerations of passed by the shareholders’ general meeting; The remunerations of directors, supervisors directors, supervisors and senior excutives are determined according the "articles of association " and other and senior excutives relevant articles. Bases on which remunerations of Determined by relevant laws and regulation of remuneration management as well as the directors, supervisors remuneration management mechanism of the Company. and senior excutives are decided In reporting period, the actual remuneration (tax included) received by the directors, Actual payment of supervisors and senior executives of the Company, comprising monthly salary for 2012 remunerations of (basic annual pay and vary subsidy), social insurance paid by the Company, housing directors, supervisors public reserve, annuity and performance remuneration for year of 2011 are amounting as and senior excutives RMB 2.44 million. (IV) Changes of directors, supervisors and senior executives Date of Name Post holding Changes Reasons of changes changes Lv Hang Director, GM Resigned 2012-02-23 Work transfer Shi Director Office-leaving 2012-06-06 Changing session of the Board Changyue Independent Ji Dejun Office-leaving 2012-06-06 Changing session of the Board director Selected as Yu Lei Director 2012-06-06 Changing session of the Board Director Selected as Wei Independent independent 2012-06-06 Changing session of the Board Shaohui director director Luo Selected as Director 2012-06-06 Changing session of the Board Bojun Director Luo GM Selected as GM 2012-02-24 Work transfer Bojun (V) Staff of the Company Person on-jobs 581 Retirement person whose charges undertake by the 360 Company Professional categories Types of professional category Numbers of professional category Production staff 349 Salesman 16 Technician 27 Financial staff 47 Administration staff 142 12 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Education background Type of education background Numbers (people) Master 15 Undergraduate 61 Junior college 130 High school and below 375 Explanation on employees Administration including the management staff of the Group and employees in the enterprise which the Company belongs to VI. Report of the Board (I) Management discussion and analysis I. General performance of the Company in report period Unit: RMB Item This period Same period of last year +,- (%) Operation income 194,282,667.44 178,047,165.38 +9.12% Operation profit -9,841,337.34 716,236.75 Net profit -10,120,507.22 371,137.09 Reasons for decrease of operation profit and net profit: the investment income of stock jointly enterprise withdrawal by equity method less than same period of last year. II. Operation result and financial analysis 1. The growth of revenue During the reporting period, the income of company is 194.2827 million Yuan, with a y-o-y increase of 16.2355 million Yuan for 9.12% up. The increasing income mainly depends on the y-o-y growth of car sales and property rent service. 2. The cost increases under the circumstance of the increase of income, the augmentation is greater than the raise rate of income During the reporting period, the cost of company is 162.1182million Yuan, with an increase of 17.9149 million Yuan for 12.42% up. The increase rate of cost is greater than the increase of income and the comprehensive gross profit margin declines slightly. 3. The lower cost during the period The total cost is 34.5472 million Yuan, with a y-o-y decrease of 245.2 million Yuan, 0.71% down. Among them, the cost of sale is 9.7744 million Yuan, with a y-o-y decrease of 480 thousand Yuan, 4.68% down. The main reason of reduction is the decrease of the employee benefits, advertisement and repair fee. The cost of management is 20.3733 million Yuan, with a y-o-y increase of 156.2 thousand Yuan, 0.71% up. The main reason of increase is the time difference when gives the money to Board. The financial cost is 4.3995 million Yuan, with a y-o-y increase of 78.6 thousand Yuan, 1.82% up. The main reason of increase is the increase of loan rate which causes the increase of interest expense. 4. The profit becomes less comparing with the same period of previous year During the reporting period, the net profit of company is -10.1205 million Yuan, with a y-o-y decrease of 10.4916 million Yuan. The net profit attributable to owners of the parent is -8.6373 million Yuan, with a y-o-y decrease of 9.1396 million Yuan. The decrease of profit dues to competitive auto market; The loss of Huari Company is 4.19 million Yuan, with a y-o-y increase of 3.31 million Yuan comparing with the same period of previous year; the loss of Zung Fu Tellus is 13 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 13.35 million Yuan, the investment income is 8.97 million Yuan less than the same period of previous year. III. The condition of financial 1. The Assets Ended as 30 June 2012, the total assets of company is 563.7121 million Yuan, of which liquid assets is 125.14 million Yuan, non-liquid assets is 438.5721 million Yuan. 2. The Liability Ended as 30 June 2012, the total liability of company is 371.901 million Yuan, of which liquid liability is 278.8196 million Yuan; non-liquid liability is 93.0813 million Yuan. 3. The Owner's Equity Ended as 30 June 2012, the owner's equity of company is 191.8112 million Yuan, of which the owner's equity of this enterprise is 168.6186 million Yuan, minority interests is 23.1926 million Yuan. The difference between the actual operating results of the Company and the profit forecast or operation plan in respect of this reporting period which have been disclosed publicly exceeds 20% (no matter lower or higher) or not: □ Yes □ No √ Not applicable Operation and results analysis for the main subsidiaries and holding companies of the Company Unit: RMB Name Proportion of shares held Main products or service Net profit Shenzhen Tellus 100% Inspection and maintenance of 134,046.79 Xinyongtong Automobile motor vehicle Development Co. Ltd(Xinyongtong) Shenzhen SDG Tellus 100% Property management -67,058.24 Property Management Co. Ltd (Tellus Property) Shenzhen SDG Tellus Real 100% Development and management -126,839.75 Estate Co. Ltd of real estate Shenzhen Tellus Real 100% Agency of real estate exchange 5,079.32 Estate Exchange Co. Ltd (Exchange) Shenzhen Xinyongtong 51% Production of inspection 454,920.86 Automobile Inspection equipment for auto vehicle Equipment Co. Ltd (Inspection Company ) 14 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Shenzhen Auto Industry 100% sales of auto and accessories 1,909,861.14 and Trade Corporation (Auto Industry and Trade) Shenzhen SDG Huarri 60% Auto maintenance and -128,055.46 Auto Co., ltd. (Huari production and sales of spare Company) (Huari accessories Company) Shenzhen Zhongtian 100% Property leasing 859,302.25 Industrial Co., Ltd.(Zhongtian Company) Shenzhen Huari Toyota 60% Sales of auto -4,061,516.76 Auto Sales Co., Ltd. (Huari Toyota) Shenzhen Zeng Fu Tellus 35% Auto maintenance, auto -13,354,233.43 Auto Service Co., Ltd. exhibition, sales of spare accessories, technology consultant and auto sales All risks that may affect the achievement of the development strategy and business objective of company in the future The management of Tellus Company has many problems for a long time. With the efforts of all people, the situation has been improved, but the fundamentals have not been changed: lacking of operating profit, the assets structure is unreasonable, poor solvency, and the investment of new project faces financial pressure. Currently the group faces greater pressure on the operation, mainly in: 1. Funding problem: there are no long-time and stable low-cost funds, which cause the difficulties on starting new projects; 2. The problem of competitiveness: the single-store of auto business of Tellus Company has no competitive, it should change the way and form new core competitiveness. 1. Main business and operations (1)Statement of main business classified according to industries and products Unit: RMB Increase or Increase or Increase or decrease of decrease of Classified decrease of operating gross profit according to Operating Gross profit operating cost Operating cost revenue over ratio over the industries or revenue ratio (%) over the last the last same last same products same period of period of last period of last last year (%) year (%) year (%) 15 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 According to industries 123,887,663.3 122,648,723.7 Auto sales 1% 16.3% 20.16% -3.22% 9 3 Auto maintenance 22,218,088.03 16,424,636.72 26.08% -11.48% -18.44% 6.3% and inspection Property leasing and 47,231,319.93 22,467,201.82 52.43% 5.24% 6.29% -0.47% service According to products Explanation on main business classified according to industries and products (1) The business of Car sales The car sales is an important source of Group revenues, accounts for more than 60% of total, the company is mainly engaged in---FAW Toyota Motor. In the first half of the year, the income of car sales is 123.89 million Yuan, with a y-o-y increase of 17.32 million Yuan, 16.3% up; the sales of car is 796 units, with a y-o-y increase of 213 units, 36.5% up. The income of domestic car is 117.76 million Yuan, with a y-o-y increase of 21.01 million Yuan, 21.7% up. The sales of domestic cars are 781 units, with a y-o-y increase of 222 units, 39.7% up. The income of imported cars is 6.13 million Yuan, with a y-o-y decrease of 3.69 million Yuan, 37.6% down; the sales of imported cars are 15 units, with a y-o-y decrease of 9 units, 37.5% down. (2) Vehicle maintenance and inspection services In the first half of the year, the income of vehicle maintenance and inspection service is 22.22 million Yuan, with a y-o-y decrease of 2.89 million Yuan, 11.5% down. The reduction of the car maintenance and testing is the main reason for the decline of the income, in the first half year, the number of vehicle maintenance are13.254 thousand units, with a y-o-y decrease of 791 units, the number of vehicle testing are 12.748 thousand units, with a y-o-y decrease of 3.912 thousand units. (3) The business of property rent The Group's property rent service runs stably and the result sounds good, the control of cost is reasonable; therefore, there is a slight increase in business achievement. The income of the property rent is 48.18 million Yuan in the first half year, with a y-o-y increase of 1.81 million Yuan, 3.9% up. The growth was mainly attributable to the increase of rent and management fee. The explanation of why the increase and decrease of gross margin is larger than the same period of last year. The comprehensive gross margin declined slightly, mainly due to the great drop of gross margin in auto sales, with a decrease of 3.2% over the same period of last year. (2) Main business classified according to areas Unit: RMB Increase/decrease in revenue from Areas Operating revenue operations over the same period of last year (%) Shenzhen 193,337,071.35 9.1% Explanation on main business according to areas: 16 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Business of the Company is focus in Shenzhen. Explanation on composition of main business: Main business of the Company refers to the auto sales, auto maintenance and inspection business as well as property leasing service. (3) Explanation on reasons of material changes in main operations and its structure □Applicable √Not applicable (4) Explanation on reasons of material changes in profitability (gross profit ratio) of main operations compared with that of last year √Applicable □Not applicable Comprehensive gross profit ratio gains a little down mainly due to the auto sales declined sharply in gross profit ratio, a 3.2 percentage points down over same period of last year. (5) Analysis on reasons of material changes in profit structure compared with the previous year □Applicable √Not applicable (6) Business nature, main products or service as well as net profit for stock jointly enterprises who take over 10% of the net profit □Applicable √Not applicable (7) Problems and difficulties in operation 2. Internal control mechanism related with fair-value measurement □Applicable √Not applicable 3. Foreign currency financial assets and financial liabilities held □Applicable √Not applicable (II) Investment of the Company 1. General Application of the raised proceeds □Applicable √Not applicable 2. Commitments on projects of raised funds □Applicable √Not applicable 17 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 3. Changes of projects of raised funds □Applicable √Not applicable 4. Investment on major projects of non-raised funds □Applicable √Not applicable (III) The modification of Board to the business plan for the second half of the year □Applicable √Not applicable (IV) Prediction of business performance from January – September 2012 Estimation on 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 on reason □Applicable √Non-applicable (V) Explanation on “Qualified Opinion” from the Certified Public Accountants in the report period by the Board of Directors □Applicable √Non-applicable (VI) Explanation of the Management on changes and disposal of the issues involved in “Qualified Opinion” from the Certified Public Accountants in the last year by the Board of Directors √Applicable □Non-applicable The company's auditing agency---China Audit International Certified Public Accountants LTD. ("CAICPA" for short) issued that there was no reservations with matter paragraph in audit report of year 2011(China Audit International Word Trial[2012] No.01020072), it emphasized that "All of the users of financial statement are concerned, in financial statement 7, 1, (3), to the date of approval of financial statements, Rite Group has not signed the agreement with ABC of Shenzhen that the reconciliation of Rite Group undertakes the joint and several liability of loans of Petroleum and Chemical Corporation, the amount of required payment and payment date is not decided. This paragraph does not affect the issued audit opinion." Therefore, the Board will continue to take positive measures in order to reach a settlement agreement, to do the best to reduce the loss and to solve this problem. (VII)Stating the discussion results issued by the Board on changes in the Company’s accounting policies and accounting estimates or reasons for material accounting error correction and influences thereof □ Applicable √ Not applicable (VIII) Determination and implementation of cash dividend policies of the Company According to the relevant provisions of "Notice on the Further Implementation of Cash Dividend of List Company", which released by China Securities Regulatory Commission and actual situation to revise parts of provisions on the profit distribution policy of "Article of Association" and to establish "the Rewards Plan of Shareholders in the Next Three Year(2012-2014)" (Rewards Plan II for short). The change of “Article of Association " and "Rewards Plan" have deliberated and passed through the 2nd Extraordinary Meeting of 7th Session of Board and the 1st T Extraordinary Shareholders’ General Meeting 2012 respectively. The decision process is transparent and meets the needs of relevant provisions. The implementation of profit distribution is in strict accordance with the “Article of Association ", the formulation and implementation of cash dividend meet the requirements of “Article of Association” and shareholders' meeting. The standard and proportion of dividend is precise and clear, the relevant decision-making procedures and mechanisms are perfect, the responsibility of independent directors is clear and it works. The minority shareholders have the opportunities to express their views and demands fully, the rights and interests of minority shareholders have been 18 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 maintained. "The Amendment of Article of Association " and "the Rewards Plan of Shareholders in the Next Three Year (2012-2014)" are published on www.cninfo.com.cn on July 31, 2012. The undistributed profit is negative in the past three years, and it is not in accordance with the condition of cash-dividend, so there is no implementation of cash-dividend in nearly three years. (IX) Plan of profit distribution or capital reserve capitalizing □Applicable √Not applicable (X) Positive retained profit accumulated at end of 2011 without cash distribution carried out □Applicable √Not applicable (XI)Other events disclosed Nil (XII) Liabilities, credit changes and cash arrangement for debt paying in later year (Only applies to listed company with corporate convertible bonds offered) □Applicable √Not applicable VII. Significant Event (I)Corporate governance During the reporting period, according to the requirements of relevant laws and regulations of "Company Law", "Securities Act" and "Basic Criterion of Internal Control" and the deployment of internal control of China Securities Regulatory Commission and Shenzhen Securities Regulatory Bureau, based on the requirements of "the Implementation of Work Plan of Internal Control", in the first half of 2012, the company continues to promote the implementation of internal control actively and steadily and decomposes the main tasks and responsibilities, arranges the time schedule and also hires a professional advisory for consulting, sorts the project of internal control, finds deficiencies of internal control and make a timely and effective plan. By increasing the intensity of inspection and sorting the existing system of internal control to arrange, revise and develop such related rules for the implementation of internal control system and lay the foundation for the development of company. At present, the actual situation of corporate governance meets the requirements of the documents on the governance of listed company which released by the China Securities Regulatory Commission. (II) Implementation of profit distribution plan, capital reserve capitalizing or shares offering that plan out previously and carry out in this reporting period □Applicable √Not applicable 19 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 (III) Material lawsuits and arbitrations □Applicable √Not applicable No material lawsuits and arbitrations occurred in this perio 20 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 (IV) Related event of bankruptcy reorganization □Applicable √Not applicable (V) Equity of other listed company and stock jointly financial enterprise held by the Company 1. Security investment □Applicable √Not applicable Explanation on security investment 2. Equity of other listed company held by the Company √Applicable □Not applicable Changes on Proportion of Gains/losses Initial Book value at owners’ equity held in in report Accounting Short form of Share Stock code investment period-end equity in calculation the stock this company period resources items cost (RMB) (RMB) report period (%) (RMB) (RMB) China Financial assets Sponsor 600036 Merchants 178,454.2 0% 1,264,263 0 -109,986.25 available for share Bank sales Total 178,454.2 -- 1,264,263 0 -109,986.25 -- -- Explanation on equity of other listed company held by the Company Ended as this report period, 115,775 shares of China Merchants Bank Co., Ltd. (short form of stock: CMB; Stock code: 600036; “CMB” for short), listed in Shanghai Stock Exchange, were held by the Company. 3. Equity of non-listed financial enterprise held by the Company □Applicable √Non-applicable Explanation on equity of non-listed financial enterprise held by the Company 4. Buying and selling shares of other listed company □Applicable √Not applicable Explanation on shares dealing of other listed company (VI) Assets transaction 1. Assets purchased or acquired □Applicable √Not applicable Explanation on assets purchased 2. Assets sold □Applicable √Not applicable Explanation on assets sold 3. Assets replacement □Applicable √Not applicable Explanation on assets replacement 21 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 4. Business combination □Applicable √Not applicable 5. Progress of the events and their influence on the Company’s operating results and financial status in the report period after the Report on Assets Restructure or Public Notice on Acquisition and Sales of Assets being published □Applicable √Not applicable (VII) Explanation on shareholding increase proposed or implemented by largest shareholder of the Company and its persons acting in concert in reporting period □Applicable √Not applicable (VIII) Implementation and its influence of equity incentive □Applicable √Not applicable (IX) Significant related transaction 22 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 1. Related transaction related to daily operation √Applicable □Non-applicable Reasons of major Related Related Proportion in Content of Clearing form Influence of Market difference Type of related Pricing transaction transaction similar Related party Relationship related for related profit of the price(10 between transaction principle price (10 amount (10 transactions transaction transaction Company thousand yuan) trading price thousand yuan) thousand yuan) (%) and market reference price Shenzhen Zeng Commodity Fu Tellus Auto Affiliated purchased/labor Marketing No material House leasing 257.5 5% 257.5 Service Co., enterprise service price influence Ltd. received Shenzhen Commodity Machinery Xinyongtong Affiliated purchased/labor Marketing No material equipment 7.09 0% 7.09 Technology enterprise service price influence leasing Co., Ltd. received Shenzhen Commodity Xinyongtong Affiliated purchased/labor Marketing No material House leasing 7.73 0% 7.73 Auto Service enterprise service price influence Co., Ltd. received Shenzhen Commodity Xinyongtong Affiliated purchased/labor Marketing No material House leasing 6.14 0% 6.14 Auto Service enterprise service price influence Co., Ltd. received Shenzhen Commodity Xinyongtong Affiliated purchased/labor Marketing No material House leasing 5.67 0% 5.67 Dongxiao Auto enterprise service price influence Service Co., received 23 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Ltd. Shenzhen Commodity Xinyongtong Affiliated purchased/labor Marketing No material Dongxiao Auto House leasing 4.5 0% 4.5 enterprise service price influence Service Co., received Ltd. Shenzhen Commodity Machinery Xinyongtong Affiliated purchased/labor Marketing No material equipment 0 0% 0 Auto Service enterprise service price influence leasing Co., Ltd. received Shenzhen Commodity Xinyongtong Machinery Affiliated purchased/labor Marketing No material Dongxiao Auto equipment 0.4 0% 0.4 enterprise service price influence Service Co., leasing received Ltd. Shenzhen Commodity Huari Toyota Controlling purchased/labor Marketing No material Auto Sales House leasing 4 0% 4 subsidiary service price influence Service Co., received Ltd. Total -- -- 293.03 5 -- -- -- -- Details of major sold-goods return N/A Necessity and sustainable of related transaction as well as reasons The above products sales and labor service providing from the related parties are the normal routine activity of the Company, of related transaction with related parties(not with other marketing transaction are exercise in market pricing which benefit a lot in improving the business and profit of the Company. dealers) Influence on independence of listed company from related The above related transactions show no influence of independence of the listed company 24 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 transaction Dependence on related parties by Company as well as relevant N/A solutions (If applicable) Actual implementation of those amount that predicted in this N/A period by category for daily related transaction Explanation on related transactions N/A Related transactions concerned with routine operations Selling products and providing labor service to related party Purchasing commodity and accepting labor service from related party Related party Proportion in similar transactions Proportion in similar transactions Trading amount(10 thousand yuan) Trading amount(10 thousand yuan) amount (%) amount (%) Total Of which: in reporting period, RMB 0 was arising from related transaction by selling commodity to controlling shareholders and its subsidiary or providing labor service. 25 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 2. Related transaction incurred by purchase or sales of assets □Applicable √Not applicable 3. Significant related transaction from jointly investment outside □Applicable √Not applicable 26 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 4. Current related liabilities and debts √Applicable □Not applicable Whether have non-operational current related liabilities and debts □Yes √No Funds offer to listed company by related parties(10 thousand Funds offered to related parties (10 thousand yuan) yuan) Related parties Relationship Balance at Occurred Amount Balance at Interest Interest Balance at Occurred Amount Balance at Interest Interest period-begin amount paid period-end earned cost period-begin amount paid period-end earned cost Non-operational Subtotal Operational Shenzhen Xinyongtong Auto Service Co., Affiliated company of 85.03 7.73 92.76 Ltd. subsidiary Shenzhen Xinyongtong Dongxiao Auto Affiliated company of 62.37 5.67 68.04 Service Co., Ltd. subsidiary Shenzhen Tellus Auto Service Chain Co., Affiliated enterprise 707.87 4.88 702.99 Ltd. *1 of the Company Shenzhen Xinyongtong Technology Co., Affiliated company of 8 8 Ltd. subsidiary Shenzhen Yongtong Xinda Inspection Affiliated company of 49.89 1.17 51.06 Equipment Ltd. subsidiary Shenzhen Xiandao Chemical Industry New Affiliated company of 70.81 70.81 Material Co., Ltd. subsidiary Affiliated enterprise Shenzhen Xinglong Machinery Mould Co., 180.6 3.79 184.39 of the Company 27 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Shenzhen Tellus Xinyongtong Auto Service Affiliated company of 26.77 9 17.77 Co., Ltd. subsidiary Joint-venture of the Shenzhen Tellus Xing Investment Co., Ltd. 0.12 0.12 Company Controlling Shenzhen SDG Co., Ltd. 6,546.47 80.72 9.61 6,617.57 shareholder Shenzhen SDG Development Center Subsidiary of parent 500 16.4 516.4 16.4 Construction Supervision Co., Ltd. company Subsidiary of parent Shenzhen SDG Real Estate Co., Ltd. 639.06 639.06 company Subsidiary of parent Hong Kong Yujia Investment Co., Ltd. 198.76 2.95 195.81 company Subsidiary of parent Shenzhen SDG Swan Industrial Co., Ltd. 2.07 2.07 company Shenzhen Machinery Equipment Exp-Inp Subsidiary of parent 38.78 30.72 69.51 Co., company Subsidiary of parent Shenzhen Longgang Tellus Real Estate Co., 109.57 109.57 company Subsidiary of parent Shenzhen Tellus Yangchun Real Estate Co 47.62 47.62 company Affiliated enterprise Shenzhen Xinglong Machinery Mould Co., 7.85 7.85 of the Company Subtotal Total 1,191.45 18.36 13.88 1,195.93 0 0 8,090.19 127.84 12.56 8,205.46 0 16.4 28 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Funds offered to controlling shareholders and its subsidiary by the 0 Company in report period (10 thousand yuan) Including: Amount occurring non-operational (10 thousand yuan) 0 Balance of funds offered to controlling shareholders and its 0 subsidiary by the Company (10 thousand yuan) Including: Balance of non-operational (10 thousand yuan) 0 Reasons of related liabilities and debts Liquidation of related liabilities and debts Commitments concerned with related liabilities and debts Influence on business performance and financial status of the Company from related liabilities and debts Fund occupation and progress of paying off □Applicable √Not applicable Till end of reporting period, accountability plan proposed by the Board for completed no non-operational fund occupation from listed company □Applicable √Not applicable 29 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 5. Other significant related transaction Nil (X) Significant contracts and its implementation 1. Profits earned from trusteeship, contract and lease reached over 10% (10% included) of total profit in this period (1) Trusteeship □Applicable √Non-applicable (2) Contract □Applicable √Non-applicable (3) Lease □Applicable √Non-applicable 2. Guarantees □Applicable √Non-applicable 30 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 3. Trust financing □Applicable √Non-applicable 4. Implementation of material contracts entered into during the normal operation Nil 31 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 5. Other significant contract □Applicable √Not applicable (XI) Explanation on corporate bonds offering □Applicable √Not applicable (XII) Implementation of commitments 1. Commitments made by the Company or shareholders holding above 5% shares of the Company in reporting period or extending to reporting period. √Applicable □Not applicable Commitment Commitment Commitments Accepter Contents Implementation date term (I) Commitments during the work of Share Merger Reform of the Company: 1. Commitments on Lock-up period (1) In accordance with the Measures for the Administration of the Share Merger Reform of Listed Companies, SDG would abide by the various laws, regulations and rules, and perform its statutory commitment duty. (2) Apart from the above-mentioned statutory commitment, SDG also made the following special commitment: with 36 months since the day the reform plan starts to take effect, SDG would not list at Shenzhen Stock Exchange and sell the shares of Tellus it held (except for the shares used to promote the administration level of Tellus). (3) The administration level would abide by the laws, regulations and rules, and perform its statutory commitment duty. (4) SDG made the commitment: “The Promiser hereby promises that, if the Promiser failed to fulfill its commitment or not fully fulfill its commitment, it would compensate other shareholders for their Shenzhen losses suffered thereafter”. (5) SDG declared: “The Promiser would Share Merger Reform SDG Co., 2005-12-29 Implementing dutifully fulfill its commitments and Ltd. shoulder corresponding legal responsibilities. The Promiser would transfer the shares held by it only if the assignee agree and have the ability to shoulder the commitment responsibility.” 2. Special commitment concerning the incentive mechanism In order to effectively boost the core management level 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 administration level. The shares would be sold to the Company’s administrative level 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 administration level 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 32 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 and shall be owned by the Company. Detailed rules concerning the limitations on the administration level, 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. 3. Relevant expenses of this Share Merger Reform of Tellus would be paid by SDG. (II) The aforesaid commitments are in process of implementation by SDG. The restricted period for the shares held by SDG were expired on 20 January 2009, in which 131,283,504 shares were listed for trading, and others were still in limited period due to special commitment of equity mechanism. Commitments in report of N/A acquisition or equity change Commitments in N/A assets replacement Commitments made in N/A issuing Other commitments for medium and small N/A shareholders Completed on time or √ Yes □ No not Detail reasons for un-complement and N/A further plan Whether made a promise to horizontal competition and □ Yes √ No □ Not applicable related transactions that resulted or not Solution term N/A promised Solution way N/A Complementation Implementing 2. Explanation on assets or projects that reached the original profit forecast as well as its reasons while the reporting period still in forecast period, and there are profit forecast on assets or projects of the Company □Applicable √Non-applicable (XIII) Items of other consolidated income Unit: RMB Items This period Last period 1. Gains(losses) from financial assets available for sales -109,986.25 24,312.75 Less: Income tax influences from financial assets available for sales Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Subtotal -109,986.25 24,312.75 33 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 2. Shares in the other consolidated income of the investee calculated based on equity method Less: Income tax influences of shares in the other consolidated income of the investee calculated based on equity method Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Subtotal 3. Gains(losses) from cash flow hedge instrument Less: Income tax influences from cash flow hedge Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Adjusted amount transferred to initial confirmed amount of the arbitraged items Subtotal 4. Differences from translating foreign currency financial statements Less: Net amount of disposing overseas business transferred to current gains/losses Subtotal 5. Others Less: Income tax influences by others reckoned into other consolidated income Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Subtotal Total -109,986.25 24,312.75 (XIV)Registration form of receiving research, communication and interview in the report period Content discussed Date Place Way Type Object and documents provided (XV) Engagement and non-reappointment of CPA Whether the semi-annual report was audited or not □ Yes √ No □ Not applicable Whether re-engaged the CPA or not □ Yes √ No □ Not applicable (XVI) Punishment and rectification for listed company and its directors, supervisor, senior executives, shareholders of the Company, actual controller and purchasers □Applicable √Not applicable (XVII) Explanation on other significant events □Applicable √Not applicable (XVIII) Major changes of profitability of turn debt guarantor, assets status and credit standings (Only applies to listed company with corporate convertible bonds offered) 34 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 □Applicable √Not applicable (XIX) Index for information disclosure Name and page of publishing Internet website and searching Event Date of disclosed press route Resolution notice of the Board (12th extraordinary Securities Times -C17; Hong Juchao Website: 2012-01-20 meeting of 6th session of the Kong Commercial Daily -A21 http://www.cninfo.com.cn Board) Resignation of Directors and GM; Resolution notice of the Securities Times -D17; Hong Juchao Website: Board (21st extraordinary 2012-02-24 th Kong Commercial Daily -A6 http://www.cninfo.com.cn meeting of 6 session of the Board) Performance Prediction; Resolution notice of the Board (10th meeting of 6th session of the Board); Resolution notice of Securities Times -B36; Hong Juchao Website: 2012-04-14 Supervisory Committee (13th Kong Commercial Daily -B6 http://www.cninfo.com.cn meeting of 6th session of Supervisory Committee); Summary of annual report of 2011 Abnormal Price of Stock Securities Times -D56; Hong Juchao Website: 2012-04-17 Exchange Kong Commercial Daily -A22 http://www.cninfo.com.cn Securities Times -D121; Hong Juchao Website: First quarterly report of 2012 2012-04-25 Kong Commercial Daily -A28 http://www.cninfo.com.cn Resolution notice of the Board (23rd meeting of 6th session of the Board); Resolution notice of Supervisory Committee (15th Securities Times -D20; Hong Juchao Website: 2012-05-16 meeting of 6th session of Kong Commercial Daily -A24 http://www.cninfo.com.cn Supervisory Committee); Convening Annual shareholders’ general meeting of 2011 Resolution Notice of Annual Securities Times -D13; Hong Juchao Website: Shareholders’ General 2012-06-07 Kong Commercial Daily -A12 http://www.cninfo.com.cn Meeting of 2011 Resolution notice of the Board (1st extraordinary meeting of 7th session of the Securities Times -D20; Hong Juchao Website: Board); Resolution notice of 2012-06-08 Kong Commercial Daily -A23 http://www.cninfo.com.cn Supervisory Committee (1st meeting of 7th session of Supervisory Committee) VIII. Financial Report (I) Auditing Report Whether the report has been audited or not □ Yes √ No (II) Financial Statement Whether consolidated statement or not: 35 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 √ Yes □ No Unless otherwise, currency for this statement refers to RMB (Yuan) Currency used in note of financial statement is RMB (Yuan) 1. Consolidated Balance Sheet Prepared by Shenzhen Tellus Holding Co., Ltd Unit: RMB Items Note Balance at period-end Balance at period-begin Current assets: Monetary funds 39,796,201.86 55,926,573.46 Settlement provisions Capital lent Transaction finance asset 0 0 Notes receivable 0 0 Accounts receivable 7,259,171.62 6,926,224.94 Accounts paid in advance 9,917,329.11 12,953,848.48 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable 0 0 Dividend receivable 0 0 Other receivables 25,247,513.36 11,043,423.52 Purchase restituted finance asset Inventories 42,919,798.18 30,218,346.71 Non-current asset due within one year Other current assets 0 0 Total current assets 125,140,014.13 117,068,417.11 Non-current assets: Granted loans and advances Finance asset available for 1,264,263 1,374,249.25 sales Held-to-maturity investment 121,300 121,300 Long-term account receivable 2,322,845.69 2,341,645.69 Long-term equity investment 134,970,309.17 143,657,138.71 Investment real estate 105,801,660.91 108,421,268.41 Fixed assets 160,131,728.36 164,608,682.41 Construction in progress 3,565,461.92 2,461,073.03 Engineering material 0 0 36 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Disposal of fixed asset 0 0 Productive biological asset Oil and gas asset 0 0 Intangible assets 135,338.58 164,088.54 Expense on Research and Development Goodwill Long-term expenses to be 630,700.59 846,883.52 apportioned Deferred income tax asset 29,628,521.48 29,628,521.48 Other non-current asset 0 0 Total non-current asset 438,572,129.7 453,624,851.04 Total assets 563,712,143.83 570,693,268.15 Current liabilities: Short-term loans 45,496,287 42,792,388 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities 0 0 Notes payable 4,061,052.45 0 Accounts payable 22,072,536.09 22,950,543.71 Accounts received in advance 2,711,544.98 2,070,889.22 Selling financial asset of repurchase Commission charge and commission payable Wage payable 12,056,255.89 13,285,537.39 Taxes payable 2,371,148.83 7,627,833.6 Interest payable 0 0 Dividend payable 0 0 Other accounts payable 109,470,811.25 94,803,075.42 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due 80,580,000 88,020,000 within 1 year Other current liabilities 0 0 37 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Total current liabilities 278,819,636.49 271,550,267.34 Non-current liabilities: Long-term loans 0 4,680,000 Bonds payable Long-term account payable 3,920,160.36 3,920,160.36 Special accounts payable 0 0 Projected liabilities 87,568,728.57 87,568,728.57 Deferred income tax liabilities 1,592,459.86 1,592,459.86 Other non-current liabilities 0 0 Total non-current liabilities 93,081,348.79 97,761,348.79 Total liabilities 371,900,985.28 369,311,616.13 Owner’s equity (or shareholders’ equity): Paid-up capital (or share 220,281,600 220,281,600 capital) Capital public reserve 8,459,465.55 8,569,451.8 Less: Inventory shares Reasonable reserve Surplus public reserve 2,952,586.32 2,952,586.32 Provision of general risk Retained profit -63,075,053.36 -54,437,738.61 Balance difference of foreign currency translation Total owner’s equity 168,618,598.51 177,365,899.51 attributable to parent company Minority interests 23,192,560.04 24,015,752.51 Total owner’s equity(or 191,811,158.55 201,381,652.02 shareholders’ equity) Total liabilities and owner’s 563,712,143.83 570,693,268.15 equity(or shareholders’ equity) Legal representative: Zhang Ruili Person in charge of accounting works: Fu Bin Person in charge of accounting institution: Ke Wensheng 2. Balance Sheet of parent company Unit: RMB Item Note Balance at period-end Balance at period-begin Current assets: Monetary funds 88,905.84 64,442.86 Transaction finance asset Notes receivable 38 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Accounts receivable Accounts paid in advance Interest receivable Dividend receivable Other receivables 16,552,238.88 19,567,834.67 Inventories Non-current asset due within one year Other current assets Total current assets 16,641,144.72 19,632,277.53 Non-current assets: Finance asset available for 1,264,263.00 1,374,249.25 sales Held-to-maturity investment Long-term account receivable 2,322,845.69 2,341,645.69 Long-term equity investment 371,855,318.91 380,032,015.02 Investment real estate 60,366,924.72 61,849,532.64 Fixed assets 18,854,995.92 19,484,310.81 Construction in progress 184,467.60 164,326.32 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 101,171.85 124,921.83 Expense on Research and Development Goodwill Long-term expenses to be 10,208.06 52,590.22 apportioned Deferred income tax asset 14,094,084.22 14,094,084.22 Other non-current asset Total non-current asset 469,054,279.97 479,517,676.00 Total assets 485,695,424.69 499,149,953.53 Current liabilities: Short-term loans 14,544,160.00 14,544,160.00 Transaction financial liabilities Notes payable Accounts payable 39 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Accounts received in advance Wage payable 3,005,485.94 3,056,874.78 Taxes payable 280,289.76 281,051.07 Interest payable Dividend payable Other accounts payable 219,297,101.55 221,249,246.62 Non-current liabilities due 43,920,000.00 41,480,000.00 within 1 year Other current liabilities Total current liabilities 281,047,037.25 280,611,332.47 Non-current liabilities: Long-term loans 4,680,000.00 Bonds payable Long-term account payable Special accounts payable Projected liabilities 87,568,728.57 87,568,728.57 Deferred income tax liabilities 298,948.76 298,948.76 Other non-current liabilities Total non-current liabilities 87,867,677.33 92,547,677.33 Total liabilities 368,914,714.58 373,159,009.80 Owner’s equity (or shareholders’ equity): Paid-up capital (or share 220,281,600.00 220,281,600.00 capital) Capital public reserve 5,266,042.27 5,376,028.52 Less: Inventory shares Reasonable reserve Surplus public reserve 2,952,586.32 2,952,586.32 General risk reserve Retained profit -111,719,518.48 -102,619,271.11 Balance difference of foreign currency translation Total owner’s equity(or 116,780,710.11 125,990,943.73 shareholders’ equity) Total liabilities and owner’s 485,695,424.69 499,149,953.53 equity(or shareholders’ equity) 3. Consolidated Profit Statement Unit: RMB Item Note Amount in this period Amount in last period 40 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 I. Total operating income 194,282,667.44 178,047,165.38 Including: Operating income 194,282,667.44 178,047,165.38 Interest income Insurance gained Commission charge and commission income II. Total operating cost 162,118,236.89 144,203,262.02 Including: Operating cost 162,118,236.89 144,203,262.02 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 2,461,448.2 2,273,132.81 Sales expenses 9,774,350.9 10,254,375.32 Administration expenses 20,373,260.2 20,217,091.42 Financial expenses 4,399,504.55 4,320,901.64 Losses of devaluation of asset 0 0 Add: Changing income of fair 0 0 value(Loss is listed with “-”) Investment income (Loss is -4,997,204.04 3,937,834.58 listed with “-”) Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is -9,841,337.34 716,236.75 listed with “-”) Add: Non-operating income 33,582.2 21,394.84 Less: Non-operating expense 21,302.8 159,475 Including: Disposal loss of 21,255 non-current asset IV. Total Profit (Loss is listed -9,829,057.94 578,156.59 with “-”) Less: Income tax expense 291,449.28 207,019.5 V. Net profit (Net loss is listed -10,120,507.22 371,137.09 41 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 with “-”) Including: net profit realized before consolidation by mergered party Net profit attributable to -8,637,314.75 502,339.55 owner’s of parent company Minority shareholders’ gains -1,483,192.47 -131,202.46 and losses VI. Earnings per share -- -- i. Basic earnings per share -0.039 0.002 ii. Diluted earnings per share -0.039 0.002 VII. Other consolidated -109,986.25 24,312.75 income VIII. Total comprehensive -10,230,493.47 395,449.84 income Total consolidated income attributable to owners of parent -8,747,301 526,652.3 company Total consolidated income attributable to minority -1,483,192.47 -131,202.46 shareholders The merger realized net profit RMB 0.00 before consolidation during enterprises consolidation under a same control. Legal representative: Zhang Ruili Person in charge of accounting works: Fu Bin Person in charge of accounting institution: Ke Wensheng 4. Profit Statement of parent company Unit: RMB Items Note Amount in this period Amount in last period I. Operating income 6,998,484.71 6,559,038.23 Less: operating cost 2,200,025.49 2,025,180.4 Operating tax and extras 391,915.16 360,747.11 Sales expenses Administration expenses 7,416,077.6 7,002,540.49 Financial expenses 1,603,643.22 1,947,403.34 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is -4,487,070.61 3,774,059.15 listed with “-”) Including: Investment income on affiliated company and joint venture II. Operating profit (Loss is -9,100,247.37 -1,002,773.96 listed with “-”) Add: Non-operating income 5,471.9 Less: Non-operating expense 42 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Including: Disposal loss of non-current asset III. Total Profit (Loss is listed -9,100,247.37 -997,302.06 with “-”) Less: Income tax expense IV. Net profit (Net loss is listed -9,100,247.37 -997,302.06 with “-”) V. Earnings per share -- -- i. Basic earnings per share ii. Diluted earnings per share VI. Other consolidated income -109,986.25 24,312.75 VII. Total comprehensive -9,210,233.62 -972,989.31 income 5. Consolidated Cash Flow Statement Unit: RMB Item Amount in this period Amount in last period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 222,809,578 179,556,003.78 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 31,584,888.13 35,741,630.12 operating activities Subtotal of cash inflow arising 254,394,466.13 215,297,633.9 from operating activities Cash paid for purchasing commodities and receiving labor 176,045,055.14 142,171,643.22 service Net increase of customer loans and advances Net increase of deposits in central bank and interbank 43 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 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 26,612,534.85 26,383,310.2 Taxes paid 12,450,720.45 10,016,897.45 Other cash paid concerning 44,320,622.16 29,949,108.99 operating activities Subtotal of cash outflow arising 259,428,932.6 208,520,959.86 from operating activities Net cash flows arising from -5,034,466.47 6,776,674.04 operating activities II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment 3,653,625.5 33,574.75 income Net cash received from disposal of fixed, intangible and other 45,000 long-term assets Net cash received from disposal of subsidiaries and other 0 0 units Other cash received concerning 250,000 investing activities Subtotal of cash inflow from 3,948,625.5 33,574.75 investing activities Cash paid for purchasing fixed, intangible and other long-term 2,284,994.86 914,244.41 assets Cash paid for investment 600,000 Net increase of mortgaged loans Net cash received from 0 0 subsidiaries and other units Other cash paid concerning 200,000 investing activities Subtotal of cash outflow from 2,484,994.86 1,514,244.41 investing activities Net cash flows arising from 1,463,630.64 -1,480,669.66 investing activities III. Cash flows arising from financing activities Cash received from absorbing 660,000 investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries Cash received from loans 22,000,000 Cash received from issuing bonds Other cash received concerning 0 28,201.1 financing activities 44 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Subtotal of cash inflow from 22,660,000 28,201.1 financing activities Cash paid for settling debts 31,329,251.67 11,820,834 Cash paid for dividend and profit 3,890,087.71 3,029,213.78 distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning 0 0 financing activities Subtotal of cash outflow from 35,219,339.38 14,850,047.78 financing activities Net cash flows arising from -12,559,339.38 -14,821,846.68 financing activities IV. Influence on cash and cash equivalents due to fluctuation in -196.39 -3,116.74 exchange rate V. Net increase of cash and cash -16,130,371.6 -9,528,959.04 equivalents Add: Balance of cash and cash 55,926,573.46 64,122,979.84 equivalents at the period -begin VI. Balance of cash and cash 39,796,201.86 54,594,020.8 equivalents at the period -end 6. Cash Flow Statement of parent company Unit: RMB Item Amount in this period Amount in last period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 233,640.00 415,104.64 services Write-back of tax received Other cash received concerning 15,316,770.47 10,856,234.00 operating activities Subtotal of cash inflow arising 15,550,410.47 11,271,338.64 from operating activities Cash paid for purchasing commodities and receiving labor service Cash paid to/for staff and workers 5,821,300.83 4,844,266.68 Taxes paid 1,190,195.08 1,203,875.22 Other cash paid concerning 4,748,342.21 1,486,797.86 operating activities Subtotal of cash outflow arising 11,759,838.12 7,534,939.76 from operating activities Net cash flows arising from 3,790,572.35 3,736,398.88 operating activities II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment 48,625.50 33,574.75 income Net cash received from disposal of fixed, intangible and other long-term assets 45 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from 48,625.50 33,574.75 investing activities Cash paid for purchasing fixed, intangible and other long-term 50,214.28 33,862.00 assets Cash paid for investment Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from 50,214.28 33,862.00 investing activities Net cash flows arising from -1,588.78 -287.25 investing activities III. Cash flows arising from financing activities Cash received from absorbing investment Cash received from loans Cash received from bond offering Other cash received concerning financing activities Subtotal of cash inflow from 0.00 0.00 financing activities Cash paid for settling debts 2,240,000.00 2,240,000.00 Cash paid for dividend and profit 1,524,540.76 1,370,541.23 distributing or interest paying Other cash paid concerning financing activities Subtotal of cash outflow from 3,764,540.76 3,610,541.23 financing activities Net cash flows arising from -3,764,540.76 -3,610,541.23 financing activities IV. Influence on cash and cash equivalents due to fluctuation in 20.17 exchange rate V. Net increase of cash and cash 24,462.98 125,570.40 equivalents Add: Balance of cash and cash 64,442.86 324,541.62 equivalents at the period -begin VI. Balance of cash and cash 88,905.84 450,112.02 equivalents at the period -end 7. Consolidated Statement on Changes of Owners' Equity Amount in this period Unit: RMB Amount in this period Items Owners' equity attributable to the parent company Minority Total Paid-u Capital Less: Reason Surplu Genera Retain Others ’s equity owners’ 46 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 p reserve Treasu able s l risk ed equity capital s ry reserve reserve provisi profit (Share Stock s on capital ) -54,43 I. Balance at the end of last 220,28 8,569,4 2,952, 24,015,7 201,381, 7,738.6 year 1,600 51.8 586.32 52.51 652.02 1 Add: Changes of accounting policy Error correction of the last period Others -54,43 II. Balance at the 220,28 8,569,4 2,952, 24,015,7 201,381, 7,738.6 beginning of this year 1,600 51.8 586.32 52.51 652.02 1 III. Increase/ Decrease in -109,9 -8,637, -823,192 -9,570,49 this year (Decrease is listed with'"-") 86.25 314.75 .47 3.47 -8,637, -1,483,1 -10,120,5 (i) Net profit 314.75 92.47 07.22 (ii) Other consolidated -109,9 -109,986. income 86.25 25 -109,9 -8,637, -1,483,1 -10,230,4 Subtotal of (i)and (ii) 86.25 314.75 92.47 93.47 (III) Owners' devoted and 0 0 0 0 0 0 0 0 660,000 660,000 decreased capital 1. Owners' devoted capital 660,000 660,000 2. Amount calculated into owners' equity paid in shares 3. Others (IV)Profit distribution 0 0 0 0 0 0 0 0 0 0 1. Withdrawal of surplus reserves 2. Withdrawal of general risk provisions 3. Distribution for owners (shareholders) 4. Others (V) Carrying forward 0 0 0 0 0 0 0 0 0 0 internal owners' equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 47 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 4. Others (VI) Reasonable reserve 1. Withdrawal in this period 2. Usage in this period (VII) Other -63,07 IV. Balance at the end of 220,28 8,459,4 2,952, 23,192,5 191,811,1 5,053.3 the report period 1,600 65.55 586.32 60.04 58.55 6 Amount in last period Unit: RMB Amount in last period Owners' equity attributable to the parent company Paid-u p Less: Surplu Genera Total Items Capital Reason Retain Minority capital Treasu s l risk owners’ reserve able ed Others ’s equity equity (Share ry reserve provisi s reserve profit capital Stock s on ) -56,59 I. Balance at the end of last 220,28 8,635,8 2,952, 24,523,2 199,797, 5,413.7 year 1,600 29.85 586.32 31.22 833.66 3 Add: retroactive adjustment arising from enterprise consolidation under the same control Add: Changes of accounting policy Error correction of the last period Others -56,59 II. Balance at the 220,28 8,635,8 2,952, 24,523,2 199,797, 5,413.7 beginning of this year 1,600 29.85 586.32 31.22 833.66 3 III. Increase/ Decrease in -66,37 2,157,6 -507,478 1,583,81 this year (Decrease is listed with'"-") 8.05 75.12 .71 8.36 2,157,6 -907,478 1,250,19 (i) Net profit 75.12 .71 6.41 (ii) Other consolidated -66,37 -66,378.0 income 8.05 5 -66,37 2,157,6 -907,478 1,183,81 Subtotal of (i)and (ii) 8.05 75.12 .71 8.36 (III) Owners' devoted and 0 0 0 0 0 0 0 0 400,000 400,000 decreased capital 1. Owners' devoted capital 400,000 400,000 48 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 2. Amount calculated into owners' equity paid in shares 3. Others (IV)Profit distribution 0 0 0 0 0 0 0 0 0 0 1. Withdrawal of surplus reserves 2. Withdrawal of general risk provisions 3. Distribution for owners (shareholders) 4. Others (V) Carrying forward 0 0 0 0 0 0 0 0 0 0 internal owners' equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4. Others (VI) Reasonable reserve 1.Withdrawal in this period 2.Usage in this period (VII) Other -54,43 IV. Balance at the end of 220,28 8,569,4 2,952, 24,015,7 201,381, 7,738.6 the report period 1,600 51.8 586.32 52.51 652.02 1 8. Statement on Changes of Owners' Equity of Parent Company Amount in this period Unit: RMB Amount in this period Paid-up Item Less: General Total capital Capital Reasonab Surplus Retained Treasury risk owners’ (Share reserves le reserve reserves profit Stock reserve equity capital) I. Balance at the end of last 220,281, 5,376,02 2,952,58 -102,619, 125,990, year 600 8.52 6.32 271.11 943.73 Add: Changes of accounting policy Error correction of the last period Others II. Balance at the beginning 220,281, 5,376,02 2,952,58 -102,619, 125,990, of this year 600 8.52 6.32 271.11 943.73 III. Increase/ Decrease in -109,986. -9,100,24 -9,210,23 49 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 this year (Decrease is listed 25 7.37 3.62 with'"-") -9,100,24 -9,100,24 (i) Net profit 7.37 7.37 (ii) Other consolidated -109,986. -109,986. income 25 25 -109,986. -9,100,24 -9,210,23 Subtotal of (i)and (ii) 25 7.37 3.62 (III) Owners' devoted and 0 0 0 0 0 0 0 0 decreased capital 1. Owners' devoted capital 2. Amount calculated into owners' equity paid in shares 3. Others (IV) Profit distribution 0 0 0 0 0 0 0 0 1. Withdrawal of surplus reserves 2. Withdrawal of general risk reserve 3. Distribution for owners (shareholders) 4. Others (V) Carrying forward 0 0 0 0 0 0 0 0 internal owners' equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserves 4. Others (VI) Reasonable reserve 1. Withdrawal in this period 2. Usage in this period (VII) Other IV. Balance at the end of the 220,281, 5,266,04 2,952,58 -111,719, 116,780,7 report period 600 2.27 6.32 518.48 10.11 Amount in last year Unit: RMB Amount in last year Paid-up Less: General Total Item capital Capital Reasonab Surplus Retained Treasury risk owners’ (Share reserves le reserve reserves profit Stock reserve equity capital) 50 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 I. Balance at the end of last 220,281, 5,442,40 2,952,58 -103,250, 125,425, year 600 6.57 6.32 699.73 893.16 Add: Changes of accounting policy Error correction of the last period Others II. Balance at the beginning 220,281, 5,442,40 2,952,58 -103,250, 125,425, of this year 600 6.57 6.32 699.73 893.16 III. Increase/ Decrease in -66,378.0 631,428. 565,050. this year (Decrease is listed with'"-") 5 62 57 631,428. 631,428. (i) Net profit 62 62 (ii) Other consolidated -66,378.0 -66,378.0 income 5 5 -66,378.0 631,428. 565,050. Subtotal of (i)and (ii) 5 62 57 (III) Owners' devoted and 0 0 0 0 0 0 0 0 decreased capital 1. Owners' devoted capital 2. Amount calculated into owners' equity paid in shares 3. Others (IV) Profit distribution 0 0 0 0 0 0 0 0 1. Withdrawal of surplus reserves 3. Withdrawal of general risk reserve 3. Distribution for owners (shareholders) 4. Others (V) Carrying forward 0 0 0 0 0 0 0 0 internal owners' equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserves 4. Others (VI) Reasonable reserve 3. Withdrawal in this period 4. Usage in this period 51 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 (VII) Other IV. Balance at the end of the 220,281, 5,376,02 2,952,58 -102,619, 125,990, report period 600 8.52 6.32 271.11 943.73 (III) Basic information (I) 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 SDG holds 66.22% of the shares capital of the Company. The Company has Business License for Legal Person Numbered 440301103017750. (II) 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. (IV) Accounting Policies, Accounting Estimates and Errors of previous term 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 2012 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. The interim financial statements of the Company for 2012 complied both with the disclosure requirements concerning financial statements and notes thereof of the Rule 15 of Preparation for Information Disclosure of Company Issuing Securities Publically – General Rules for Financial Report (amended in 2010) and the Rule 9 of Preparation for Information Disclosure of Company Issuing Securities Publically – Calculation and Disclosure of Net Equity Return and Earnings per Share (amended in 2010). 52 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 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. Book-keeping currency for oversea subsidiary Nil 5. Accounting treatment of the merging entities under common control and different control (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. (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. As for the business combination not under common control, the agent fees arising from audit, legal services and appraisal consultation and other related management expenses occurred by acquirer for such combination shall be recognized in current gains and losses when occurred; the equity securities issued by acquirer as combination consideration or transactional expenses for debt securities were included in the initial recognization of equity securities or debt securities. 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 (1) 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 53 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 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. Those minor shareholders’ 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. If the current losses attributable to minority shareholders of subsidiaries exceeded their share of the beginning owner’s equity in such subsidiary, the difference was used to offset the minority interests. 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. (2)Disclosure of related accounting method for buy-and-resell or sell-and-repurchase of equities in the same subsidiary within two successive accounting years Nil 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 (1) Foreign 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. (2) Translation 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 is 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 (1) Classification of financial instruments Classification 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. (2) Recognition basis and measurement method for fianncial instruments Recognition 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. 54 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Measurement 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 account 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. (3) Recognition basis and measurement method for transfer of fianncial assets Nil (4) Recognition condition for termination of financial liability Termination 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. (5) Deciding of fair value of financial assets and financial liabilities Deciding of fair value of financial assets and financial liabilities (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; (2) When there isn’t any active market, fair value will be recognized by evaluation techniques; (3) Original obtained or derivative financial assets or undertaken financial liabilities, the fair value shall base on the trading price in market. (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. (6) Impairment of financial assets (excluding account receivable) 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. 55 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 (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. (2) Financial assets available for sale 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. (7)As for reclassification of un-matured held-to-maturity investments into financial assets available for sale, please explain the holding purposes or references for change of ability Nil 10. Recognition standards and accrual method for bad debt provision for accounts receivable (1) Bad debt provision for accounts receivable with single major amount The receivable accounts with large amount refers to the receivable accounts over RMB 10 million; the other Determine basis or amount standards for single significant amount 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 withdrawal method for account with single significant amount and test of single major amount, if there has principal evidence showing impairment, recognized losses according to the withdrawal single item bad debt provision 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. (2) Accounts whose bad debts provision was accrued by combination Methods on withdrawal of Combination bad debt provision based on Basis for combination recognized combination age analysis Basis of category for age according to credit risk combination In combination, accounts whose bad debts provision was accrued by age analysis: √ applicable □ non-applicable Account age Rate for receivables (%) Rate for other receivables (%) Within 1 year (included) 0% 0% 1-2 years 5% 5% 2-3 years 20% 20% Over 3 years 50% 50% 3-4 years 50% 50% 4-5 years 50% 50% Over 5 years 50% 50% In combination, withdrawal proportion of bad debt provision based on balance proportion: 56 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 □applicable √non-applicable In combination, withdrawal proportion of bad debt provision based on other methods: □applicable √non-applicable (3) Accounts with single significant amount and bad debts provision accrued individually Reasons for withdrawal single item bad debt provision: 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. withdrawal method for bad debt provision: On balance sheet day, as for accounts with single significant amount and bad debts provision accrued individually, the Company 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 11.Inventories (1) Categorizing of inventory Inventories are divided into raw materials, inventory products, consumption biological assets, products and low-value consumable products etc. (2) Calculation method of inventory □ FIFO √ Weigthed Average □ Specific Identification □ Other 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. (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. (4) Inventory system √Perpetual Inventory System □ Periodic Inventroy System □ Other Inventory system is the perpetual inventory system. 57 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 (5) Amortization of low-value consumables and wrappage low-value consumables Amortization Method: Divide second amortize method wrappage Amortization Method: Divide second amortize method 12.Long-term equity investment (1) Recognition of initial investment cost 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"). Recognition of initial investment cost for long-term equity investment (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. As for long-term equity investment in subsidiaries formed from business combination not under common control, fair value of the assets provided, liabilities occurred or assumed and equity securities issued by acquirer for exchange of control over the acquiree was recognized as the investment costs of the long-term equity investment , and the agent fees arising from audit, legal services and appraisal consultation and other related management expenses occurred by acquirer for such combination shall be recognized in current gains and losses when occurred (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. 58 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 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. (2) Subsequent measurement and recognition of gains/losses 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. 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. (3) Basis of deciding the common control and major influence on the invested enterprise 1 )recognition of invested enterprise with common control 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 59 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 finance and operation strategy-making, all joint parties consent the significant finance and operation strategy-making for approving. 2)Basis of deciding the 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. (4) Impairment test method and withdrwal method 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 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. 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 assets (1)Recognition of fixed assets 1)the economic profit of fixed assets that probably inflow into the Company; 2)cost of this fixed assets can measured reliability. (2) 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: 1)Ownership of the rental fixed assets has transfer to lessee at the expiry of renting. 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. 3) though the ownership are not transfer, the time of rental occupied most of the proportion of use life of a 60 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 rental assets. 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 lesser at lease date equals to the fair value of rental fixed assets at lease date. 5) The 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 lesser 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. (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 (%) 35 3 2.77 Houses & buildings 12 3 8.08 equipment and machinery 7 3 13.86 electronic equipment 7 3 13.86 transportation equipment other equipments 7 3 13.86 Fixed assts rent-in by financing: -- -- -- Including: Houses & buildings equipment and machinery electronic equipment transportation equipment other equipments 61 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 (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. (5) Other explanation 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-progress (1) Classifiacation of construction in progress 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. (2) Standards and time while construction in progress transfer to fixed assets The construction will be transferred to fixed asset with relative expenses occurred as soon as the construction reaches the useful status. (3) Method of impairment testing and impairment provision for construction in progress 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 (1) Recognition principle of capitalizing of 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 62 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 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. 1.Conditions of capitalization The borrowing costs shall not be capitalized unless they simultaneously meet the following requirements: 1) he 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; 2) The borrowing costs has already incurred; and 3) The acquisition and construction or production activities which are necessary to prepare the asset for its intended use or sale have already started. (2) Capitalization period Nil (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. (4) The calculation method of loan cost capitalization the confirmation of capitalization amount The loans for construction or production to meet the conditions of assets, the interest expense that actual borrows currently minus the interest income which comes from the funds deposit in the bank or the income comes from temporary investment. The general borrowing for construction or production to meet the conditions of assets, the average of total expenditures of assets and the borrowings which is exceeded by expenditures of assets and then multiply by the capitalization rate which occupied by general borrowing. The amount of interest is capitalized by the calculation of general borrowing. The capitalization rate is calculated and determined by the average interest of general borrowing. 17. Biological assets Nil 18. Oil/gas assets Nil 19. intangible assets 63 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 (1) Measurement 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. (2) Service life estimation for intangible assets with limited service life With 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. Item Service life expected Basis (3) Determination basisi for intangible assets with uncertain service life Intangible assets with uncertain service life may not be amortized. (4) Withdrwal of 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. (5) Specific standards for classification of research stage and development for R&D projects in the Company Nil (6) Calculation of expenditure for internal R&D projects Nil 64 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 20. Amortization method 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. 21. Assets transfer with repurchase condition attached Inapplicable 22. Predicted debts (1) Recognition standards for predicted debts The obligation pertinent to contingencies shall be recognized as estimated debts when the following conditions are satisfied simultaneously: 1) That obligation is a current obligation of the enterprise; 2) It is likely to cause any economic benefit to flow out of the enterprise as a result of performance of the obligation; and 3) The amount of the obligation can be measured in a reliable way. (2) Measurement method for predicted debts 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. 23. Shares payment and equity instrument Inapplicable (1) Category of shares payment (2) Recognition method for fair-value of equity instrument 65 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 (3) Basis of best estimation for vesting equity instrument (4) Relevant accounting treatment for implementation, amendment and termination of shaers payment plan 24. Shares of the Company repurchased Inapplicable 25. Income (1) Detail judgement standards for recognition of selling goods revenue 1. No revenue from selling goods may be recognized unless the following conditions are met simultaneously: 1.)The significant risks and rewards of ownership of the goods have been transferred to the buyer by the enterprise; 2) The enterprise retains neither continuous management right that usually keeps relation with the ownership nor effective control over the sold goods; 3) The relevant amount of revenue can be measured in a reliable way; 4) The relevant economic benefits may flow into the enterprise; and 5) The relevant costs incurred or to be incurred can be measured in a reliable way. (2) Recognition of revenue of assets using right abalienation 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. (3) Recognition basis and method of constucion progress completion while recognize revenue from labor service providing and from construction contract by percentage of completion method 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 66 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 of 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. 26. Government Subsidies (1) Category 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. (2) Accounting treatment 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. 27. Deferred income tax assets and deferred income tax liabilities (1) Recognition basisi for deferred income tax assets 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 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 future 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. 67 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 (2) Recognition basisi for deferred income tax liability 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. 28. Operation leasing, financing leasing (1) Accounting treatment of operation leasing Nil (2) Accounting treatment of financing leasing Nil 29. Assets held for sales (1) Recognition of assets held for sales Nil (2) Accounting treatment of assets held for sales Nil 30. Assets securitization Nil 31. Hedge accounting Nil 32. Changes of major accounting policies and accounting estimation 68 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Whether there have changes of major accounting policies and accounting estimation in report period or not □ Yes √ No (1) Changes in accounting policies Whether has changes in accounting policies in report period □ Yes √ No (2) Changes in accounting estimates Whether has changes in accounting estimates in report period □ Yes √ No 33. Error correction of previous accounting Whether has error correction of previous accounting occurred in this period □ Yes √ No (1) Retrospective Restatement Is there has errors of previsou accounting adopt retrospective restatement in this period □ Yes √ No (2) Prospective Application Is there has errors of previsou accounting adopt retrospective restatement in this period □ Yes √ No 34. Other major accounting policy, accounting estimation and preparation method for financial statement Nil (V) Taxations 1. The types of tax applicable to the Company, and their tax rates Type Tax base Rate Sales volume of commodity sales; labor VAT 17 service providing Consumption tax Operation tax Operation turnover 5 City maintaining & construction tax Taxable turnover 7 69 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Corporation income tax Taxable income 25 Education surcharge Taxable turnover 3 Local education surcharge Taxable turnover 2 The income tax rates applicable to each branch company or plant Except for Shenzhen Dongchang Yongtong Motor Vehicles Inspection Co., Ltd. and Shenzhen New Yongtong Dongxiao Motor Inspection Co., Ltd. which were applicable to ratified tax rates, the Company and its subsidiaries were subject to the income tax rate of 25% in 2012. 2. Tax preference and approvals Nil 3. other explanation Nil (VI) Enterprise consolidation and consolidated financial statements General explanation for enterprise consolidation and consolidated financial statement: 1. Subsidiary 70 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 (1) Subsidiary obtained by establishment or investment Unit: RMB The balance after the parent company’s owner’s equity writing down the excess of Amount in the current Balance of minority loss other items interest Voting Statements undertaken Investment materially Holding Minority used for Registration Business Registered right combined by minority Name Type Currency Business scope amount actual forming proportion interest writing place nature capital proportion or not shareholders at period-end net (%) down (%) of the investment minority subsidiary to gain and over the subsidiary loss share enjoyed by minority shareholders in the original owner’s equity of the subsidiary Shenzhen Tellus Xinyongtong Inspection and Automobile Wholly-owned Service Shenzhen 32,900,000.00 CNY maintenance of 57,670,000.00 0.00 100% 100% Yes Development subsidiary industry Co. Ltd auto vehicle (The Xinyongtong) Shenzhen SD Wholly-owned Service Tellus Shenzhen 7,050,000.00 CNY Property 5,020,000.00 0.00 100% 100% Yes subsidiary industry Property 71 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Management management Co. Ltd (The Tellus Property) Shenzhen SD Tellus Real Development Estate Co. Wholly-owned Shenzhen Manufacture 31,150,000.00 CNY and operation 31,150,000.00 0.00 100% 100% Yes Ltd subsidiary of real estate (The Real Estate) Shenzhen Tellus Real Estate Agency of real Wholly-owned Service Exchange Co. Shenzhen 2,000,000.00 CNY estate 2,000,000.00 0.00 100% 100% Yes subsidiary industry Ltd exchange (The Exchange) Shenzhen Xinyongtong Production of Automobile Inspection Controlling Service inspection Shenzhen 19,610,000.00 CNY 10,000,000.00 0.00 51% 51% Yes 4,226,397.45 0.00 0.00 Equipment subsidiary industry equipment for Co. Ltd (The auto vehicles Inspection) Shenzhen Fairmont Yong Tong Motor Controlling Service Inspection of Vehicle Shenzhen 1,500,000.00 CNY 1,430,000.00 0.00 95% 95% Yes -162,313.46 0.00 0.00 subsidiary industry auto vehicle Inspection Limited (Fairmont Detection)* Shenzhen Xinyongtong Comprehensive Dongxiao inspection on Auto Controlling Service Shenzhen 1,500,000.00 CNY road 1,430,000.00 0.00 95% 95% Yes -51,292.62 0.00 0.00 Inspection subsidiary industry transportation Co., vehicle Ltd(Dongxiao Inspection) * 72 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Shenzhen Industrial, Bao’an domestic Shiquan Wholly-owned commerce and Industrial Shenzhen Commerce 2,000,000.00 CNY 1,500,000.00 0.00 100% 100% Yes subsidiary material Co., Ltd supply& sales (Shiquan industry Company)* Shenzhen SDG Tellus Real Estate Development Wholly-owned Huizhou Huizhou Manufacture 4,000,000.00 CNY and operation 3,090,000.00 0.00 100% 100% Yes subsidiary Company of real estate (Huizhou Company) * Other explanation on subsidiary obtained by establishment or investment: 73 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 (2) Subsidiaries acquired by business combination under the common control Unit: RMB Balance between the owners’equity in parent offsetting the Amount current losses Balance of attributable to in other items minority minority which sharehoders Actual interest actually Consolidated of Name of Type of Registered Business Registered investment Holding Voting Minority available Currency Business scope consititutes statement subsidiaries subsidiary subsidiary place nature capital amount at proportion% proportion% interests to offset net Yes/No over the share period-end minority investment of beginning gains in owner’s and subsidairies euiqty in such losses subsidiaries by the minority shareholders Shenzhen Automobile Industry and Trading Automobile and Wholly-owned Business Company Shenzhen 58,960,000.00 CNY accessories 126,250,000.00 100% 100% Yes subsidiary industry (The selling Automobile Industry and Trading) Shenzhen SD Huari Automobile Automobile Holding maintenance & Service EnterpriseCo. subsidiary Shenzhen 5,000,000.00 USD production and 19,220,000.00 60% 60% Yes 18,568,455.66 industry sales of Limited accessor (The Hua Ri ) 74 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Shenzhen Zhongtian Industry Co. Wholly-owned Service Shenzhen 7,250,000.00 CNY propertyLeasing 10,700,000.00 100% 100% Yes Ltd subsidiary industry (The Zhongtian) Shenzhen Huari Toyota Automobile Holding Business Automobile Shenzhen 2,000,000.00 CNY 1,810,000.00 60% 60% Yes -387,375.53 Co. Ltd subsidiary industry selling (The Huari Toyota) Huari Anxin Automobile Inspection Ltd Holding Service Automobile Shenzhen 1,500,000.00 CNY 1,500,000.00 60% 60% Yes in Shenzhen subsidiary industry inspection (Anxing Inspection)* Shenzhen Automotive Motor vehicles Industry Wholly-owned Service and parts, Supply Shenzhen 11,110,000.00 CNY 6,480,000.00 100% 100% Yes subsidiary industry chemicals, Corporation instruments (Supply Company)* GuangxiTellus Motor vehicles Automobile Holding Service and parts, Hezhou 5,000,000.00 CNY 600,000.00 60% 60% Yes 998,688.54 Service Co., subsidiary industry inspection and Ltd. * leasing Other explanation for subsidiaries acquired by business combination under the common control: (3) Subsidiaries acquired by business combination not under the common control Nil Unit: RMB Actual Balance of Consolidated Amount in Balance between the Name of Type of Registered Business Registered Business Holding Voting Minority subsidiary subsidiary place nature capital scope investment other items proportion% proportion% statement interests minority owners’equity in amount at which actually Yes/No interest parent offsetting the 75 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 period-end consititutes available to current losses net investment offset attributable to in subsidairies minority minority sharehoders gains and of subsidiaries over losses the share of beginning owner’s euiqty in such subsidiaries by the minority shareholders Other explanation for subsidiaries acquired by business combination not under the common control: 76 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 2. Special purposes entity or operation entity where controlling right is formed under entrusted operation or leasing □ Applicable √ Non-applicable Other explanation for special purposes entity or operation entity where controlling right is formed under entrusted operation or leasing: Nil 3. Explanation for changes in consolidation scope Explanation for changes in consolidation scope: Nil □ Applicable √ Non-applicable 4. Entities newly included in consolidate scope during the reporting period and entities ceasing to be included in consolidate scope during the reporting period Nil Subsidiaries, special purposes entities, operation entity where controlling right is formed under entrusted operation or leasing newly included in consolidation scope during the period Unit: RMB Name Net assets as at period-end Net profit for the period Subsidiaries, special purposes entities, operation entity where controlling right is formed under entrusted operation or leasing ceasing to be included in consolidation scope during the period Unit: RMB Net profit from the year-begin to Name Net assets as at the disposal date the disposal date Other explanation on entities newly included in consolidation scope and entities ceasing to be included in consolidation scope: Nil 5. Business combination under the common control during the reporting period Unit: RMB Basis for Consolidated Consolidated Consolidated net determination of Actual controller income for the operating activities profit from this Party to be consolidated business under the common period from the cash flow from this period to combination under control period-begin to period to consolidation date the common control consolidation date consolidation date Other explanation for business combination under the common control: Nil 6. Business combination not under the common control during the reporting period Unit: RMB Party to be consolidated Amount of goodwill Calculation method for goodwill Other explanation for business combination not under the common control: Nil 7. Loss of subsidiaries due to disposal of equity interests without controlling rights during the 77 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 reporting period Nil Subsidiary Disposal date Recognition method for gains and losses Other explanation for loss of subsidiaries due to disposal of equity interests without controlling rights Nil 8. Counter purchase occurred during the reporting period Calculation method for goodwill recognized in Basis for determination of Determination method for consolidation or recorded in Backdoor counter purchase consolidated costs current gains and losses Other explanation for counter purchase: Nil 9. Absorption consolidation occurred during the reporting period Unit: RMB Types of absorption consolidation Major assets consolidated Major liabilities consolidated Absorption consolidation under Item Amount Item Amount common control Absorption consolidation not under Item Amount Item Amount common control Other explanation for absorption consolidation: Nil 10. Translation exchange rates for items in major statements of overseas operating entities Nil (VII) Notes to major items in consolidated financial statements 1. Monetary capital Unit: RMB Amount at period-end Amount at period-beginning Item Exchan Original Exchange Original currency RMB conversion RMB conversion ge rate currency rate Cash: -- -- 208,811.76 -- -- 246,498.05 RMB -- -- 162,267.18 -- -- 194,395.63 HKD 25,099.2 0.8151 20,458.46 29,172.55 0.8107 23,650.19 USD 1,433 6.3249 9,063.58 1,433 6.3009 9,029.19 JPY 213,851 0.0796 17,022.54 239,494.94 0.0811 19,423.04 Bank deposits: -- -- 38,771,239.85 -- -- 55,679,936.81 RMB -- -- 38,771,239.85 -- -- 55,679,936.81 Other monetary capital: -- -- 816,150.25 -- -- 138.6 RMB -- -- 816,150.25 -- -- 138.6 Total -- -- 39,796,201.86 -- -- 55,926,573.46 Separate explanation is required for accounts with restricted application purposes, deposited overseas and of potential recovery risks arising from pledge, mortgage or frozen: 78 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Nil 2. Transactional financial assets (1) Transactional financial assets Unit: RMB Item Fair value as at period-end Fair value as at period-begin Transactional debt investments Transactional equity instrument investments Financial assets designated at fair value through profit and losses Derivative financial assets Hedge instruments Others Total 0 0 (2) realization of restricted transactional financial assets Unit: RMB Other significant restrictions on restriction Item Amount as at period-end conditions for sale or realization (3) Explanation for hedge instruments and related hedge transactions Nil 3. Notes receivables (1) Classification of notes receivables Unit: RMB Types Amount at period-end Amount at period-begin Total 0 0 (2) Notes receivables pledged at period-end Unit: RMB Issuer Issue date Expiring date Amount Notes Total -- -- 0 -- Explanation: Nil (3)Transfer of notes to notes receivable due to the issuer’s impossibility to perform its obligations, and unmatured notes endorsed to others by the Company as at the period-end Unit: RMB Issuer Issue date Expiring date Amount Notes Total -- -- 0 -- Explanation: 79 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Nil Unmatured notes endorsed to others by the Company Unit: RMB Issuer Issue date Expiring date Amount Notes Total -- -- 0 -- Explanation: Nil Explanation for commercial acceptance notes discounted or pledged: Nil 4. Dividend receivables Unit: RMB Items Amount at period-begin Increase in this period Decrease in this period Amount at period-end Dividend receivables 0 0 0 0 aging within 1 year Including: Dividend receivables 0 0 0 0 aging over 1 year Including: -- -- -- -- Total 0 0 0 0 Explanation: Nil 5. Interests receivables (1) Interests receivables Unit: RMB Items Amount at period-begin Increase in this period Decrease in this period Amount at period-end Total 0 0 0 0 (2)Overdue interests Unit: RMB Loan provider Times overdue (days) Overdue interests Total -- 0 (3)Explanation for interests receivables 6. Account receivables 80 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 (1) classified by categories Unit: RMB Amount at period-end Amount at period-begin Book balance Bad debt reserve Book balance Bad debt reserve Categories Proportion( Proportion( Proportion( Proportion(% Amount Amount Amount Amount %) %) %) ) Account receivable with single significant amount 20,131,654. 20,131,654. 20,131,65 20,131,654.1 40.59% 100% 40.86% 100% and withdrawal bad debt 12 12 4.12 2 provision separately Account receivable of bad debt provision withdrawal by combination(Age) 12,041,470. 11,708,52 At book aging 24.28% 4,782,298.6 39.72% 23.77% 4,782,298.6 40.84% 22 3.54 12,041,470. 11,708,52 Subtotal of group 24.28% 4,782,298.6 39.72% 23.77% 4,782,298.6 40.84% 22 3.54 Account receivable with single minor amount but 17,424,882. 17,424,882. 17,424,88 17,424,882.5 35.13% 100% 35.37% 100% withdrawal bad debt 53 53 2.53 3 provision singelly 49,598,006. 42,338,835. 49,265,06 42,338,835.2 Total -- -- -- -- 87 25 0.19 5 Explanation for category of account receivables: Account receivable with single significant amount and withdrawal bad debt provision separately √ Applicable □ Non-applicable Unit: RMB Contents of account receivables Book balance Bad debt provision Provision proportion Reason for provision Account for cooperation development Recovery is subject with Shenzhen Jinlu Industry and Trade 9,846,607 9,846,607 100% to significant Company uncertainty Expected to be Goods payment of Guangdong Zhanjiang 4,060,329.44 4,060,329.44 100% unable to recover due Samsung Automobile Co., Ltd. to long aging Land premium of Huizhou Jiandacheng Unlikely to be 2,021,657.7 2,021,657.7 100% Daoqiao Engineering Company recoverable Expected to be Goods payment of Jiangling Automibole 1,191,059.98 1,191,059.98 100% unable to recover due Manufacturer to long aging Expected to be Goods payment of Guangdong Materials 1,862,000 1,862,000 100% unable to recover due Group to long aging Expected to be Goods payment of Yangjiang Automobile 1,150,000 1,150,000 100% unable to recover due Trading Co., Ltd. to long aging Total 20,131,654.12 20,131,654.12 -- Account receivable provided for bad debt reserve under aging analysis method in the groups: √ Applicable □ Non-applicable Unit: RMB Amount at period-end Amount at period-begin Book balance Book balance Aging Proportion bad debt reserve Proportion bad debt reserve Amount Amount (%) (%) within 1 year Including: -- -- -- -- -- -- 81 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Subtotal of within 785,995.04 6.53% 0 1,096,064.27 9.36% 0 1 year 1-2 years 1,112,185.47 9.24% 28,513.87 578,077.36 4.94% 28,513.87 2-3 years 791,856.25 6.58% 163,384.83 816,924.15 6.98% 163,384.83 Over 3 years 9,351,433.46 77.65% 4,590,399.9 9,217,457.76 78.72% 4,590,399.9 3-4 years 4-5 years Over 5 years Total 12,041,470.22 -- 4,782,298.6 11,708,523.54 -- 4,782,298.6 Account receivables provided for bad debt reserve under balance percentage method in the groups: □Applicable√ Non-applicable Account receivables provided for bad debt reserve under other method in the groups: □Applicable√ Non-applicable Account receivable with single minor amount but withdrawal bad debt provision separately as at period-end √ Applicable □ Non-applicable Unit: RMB Contents of account Book balance Bad debt provision Provision proportion Reason for provision receivables Expected to be unable to Rents of Da Dong Co., 801,380.16 801,380.16 100% recover due to long aging Goods payment of Expected to be unable to 695,848 695,848 100% Qinling Auto Co., recover due to long aging Goods payment of Expected to be unable to Shanghai Auto Industrial 641,341.9 641,341.9 100% recover due to long aging Marketing Co., Goods payment of China Expected to be unable to Auto Trading Guangzhou 558,000 558,000 100% recover due to long aging Co., Goods payment of Expected to be unable to Guangdong Materials 395,400 395,400 100% recover due to long aging Group Auto Trading Co., Goods payment of Expected to be unable to 389,640 389,640 100% Yunnan Lanjian Plant recover due to long aging Goods payment of Expected to be unable to Guangdong Materials 387,000 387,000 100% recover due to long aging Trading Center Expected to be unable to Other units 13,556,272.47 13,556,272.47 100% recover due to long aging Total 17,424,882.53 17,424,882.53 100% -- (2) Reversal or recovery of account receivables during ther reporting period Unit: RMB Accumulated provision Basis for determination Contents of account Reason for reversal of of bad debt reserve Amounts reversed or of original bad debt receivables recovery before reversal or recovered reserve reovery Total -- -- 0 -- Provision for bad debt reserve for account receivable with single significant or minor amount but tested for impairment separately as at period-end: Contents of account Book balance Bad debt amount Provision proportion (%) Reasons receivables 82 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Total -- -- Explanation for account receivable with single minor amount while the risks of the group categorized with similar risk characteristics are relative significant: Nil (3) Account receivables actually written-off during the reporting period Unit: RMB Whether arising Nature of account Name of unit Time of write-off Amount written off Reason for write-off from related receivables transactions Total -- -- 0 -- -- Explanation for write-off of account receivables: Nil (4) Account receivables due from the shareholders holding 5% or above voting shares of the Company during the reporting period □Applicable √Non-applicable (5) Top 5 account receivable Unit: RMB Relationship with the Proportion in total Name of the company Amount Terms Company account receivables (%) Shenzhen Jinlu Industry External 9,846,607 Over 5 years 19.85% and Trading Co., Ltd. GD Zhanjiang Three External Stars Automobile 4,060,329.44 Over 5 years 8.19% Holdings Co., Ltd. Huizhou Jiandacheng External Daoqiao Engineering 2,021,657.7 Over 5 years 4.08% Company Guangdong Materials External 1,862,000 Over 5 years 3.75% Group Jiang Ling Auto External 1,191,059.98 Over 5 years 2.4% Manufacturer Total -- 18,981,654.12 -- 38.27% (6) Account receivables due from related parties Unit: RMB Proportion in total account Name of the company Relationship with the Company Amount receivables (%) Shenzhen New Yongtong Auto Associated company 927,602 1.87% Service Co., Ltd. Shenzhen New Yongtong Dongxiao Auto Service Co., Associated company 680,400 1.37% Ltd. Total -- 1,608,002 3.24% 83 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 (7) Account receivables derecognized Unit: RMB Item De-recognition amount Gains or losses related to derecognition Total 0 0 (8) As for securities with account receivables as target subject, list the assets and liabilities airsing from further involvement Unit: RMB Item Period-end Assets: Assets subtotal 0 Liabilities: Liabilities subtotal 0 7. Other receivables (1) Disclosure of other receivables by classificatoin Unit: RMB Amount at period-end Amount at period-begin Book balance Bad debt reserve Book balance Bad debt reserve Categories Proportio Proportio Proportion( Proportio Amount Amount Amount Amount n(%) n(%) %) n(%) Other receivable with single significant amount 36,437,380.7 36,437,380.7 36,437,380.7 49.5% 100% 61.34% 36,437,380.71 100% and withdrawal bad debt 1 1 1 provision separately Other receivable of bad debt provision withdrawal by combination(Age) 31,097,535.2 16,893,445.3 By age 42.25% 5,850,021.85 18.81% 28.44% 5,850,021.85 34.63% 1 7 31,097,535.2 16,893,445.3 Subtotal of group 42.25% 5,850,021.85 18.81% 28.44% 5,850,021.85 34.63% 1 7 Other receivable with single minor amount 6,076,219.82 8.25% 6,076,219.82 100% 6,076,219.82 10.22% 6,076,219.82 100% wihle withdrawal bad debt provision separately 73,611,135.7 48,363,622.3 Total -- -- 59,407,045.9 -- 48,363,622.38 -- 4 8 Explanation for category of other receivables: Other receivable with single significant amount and withdrawal bad debt provision separately √ Applicable □ Non-applicable Unit: RMB Contents of other Book balance Bad debt provision Provision proportion Reason for provision receivables Come-and-go accounts of Zhongqi South Expected to be unable to 9,832,956.37 9,832,956.37 100% China Auto Sales recover due to long aging Company Come-and-go accounts 7,359,060.75 7,359,060.75 100% Expected to be unable to 84 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 South Industry & recover due to long aging TRADE Shenzhen Industry Company Guarantee liability for borrowing of Shenzhen 胜诉,对方无资产可执 5,000,000 5,000,000 100% Zhonghao (Group) Co., 行 Ltd. Borrowings of Gold Expected to be unable to BeiliElectrical 2,706,983.51 2,706,983.51 100% recover due to long aging Appliances Company Expected to be unable to Guarantee liability for recover due to the borrowing of Xinxingtai 2,418,512.9 2,418,512.9 100% non-existence of the Trade Co., Ltd. company Guarantee liability for Unlikely to be borrowing of Shenzhen 1,895,712.47 1,895,712.47 100% recoverable Petrochemical Group Creditor’s rights of Expected to be unable to Huatong Package Co., 1,212,373.79 1,212,373.79 100% recover due to long aging Ltd. Borrowings of Heyuan Expected to be unable to Dongfeng Technology 930,000 930,000 100% recover due to long aging Service station Advance from Shenzhen South Great Wall Recovery is subject to 819,460.91 819,460.91 100% Investment Holding Co., significant uncertainty Ltd. Related borrowings of Shenzhen Xiandao Expected to be unable to 708,072.26 708,072.26 100% Chemical New Materials recover due to long aging Company Borrowings of Shenzhen Expected to be unable to Dongbao Property 609,773 609,773 100% recover due to long aging Development Company Expected to be unable to Others 2,944,474.75 2,944,474.75 100% recover due to long aging Total 36,437,380.71 36,437,380.71 -- -- Other receivable provided for bad debt reserve under aging analysis method in the groups: √ Applicable □ Non-applicable Unit: RMB Amount at period-end Amount at period-begin Book balance Book balance Aging Proporti bad debt reserve Proporti bad debt reserve Amount Amount on (%) on (%) within 1 year Including: Subtotal of within 1 year 16,898,613.59 54.34% 3,781,218.18 22.38% 1-2 years 1,759,119.84 5.66% 36,724.11 771,779.12 4.57% 36,724.11 2-3 years 1,058,702.03 3.4% 143,949.19 959,348.32 5.68% 143,949.19 Over 3 years 11,381,099.75 36.6% 5,669,348.55 11,381,099.75 67.37% 5,669,348.55 3-4 years 4-5 years Over 5 years Total 31,097,535.21 -- 5,850,021.85 16,893,445.37 -- 5,850,021.85 85 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Other receivables provided for bad debt reserve under balance percentage method in the groups: □ Applicable √ Non-applicable Other receivables provided for bad debt reserve under other method in the groups: □ Applicable √ Non-applicable Other receivable with single minor amount but withdrawal bad debt provision separately as at period-end √ Applicable □ Non-applicable Unit: RMB Contents of other Book balance Bad debt provision Provision proportion Reason for provision receivables Goods payment of Expected to be unable to Huashengchang Auto 463,912.46 463,912.46 100% recover due to long aging Company Property rental of the Expected to be unable to Renminbei branch of 247,219.98 247,219.98 100% recover due to long aging Agricultucal Bank Account for employees Expected to be unable to 217,892.57 217,892.57 100% to purchase properties recover due to long aging Expected to be unable to Liang Rongde 182,133.26 182,133.26 100% recover due to long aging Rental of Shensha Expected to be unable to Industry & Trade 134,835.2 134,835.2 100% recover due to long aging Company Chengdu Airplane Expected to be unable to 130,000 130,000 100% Design Institute recover due to long aging Expected to be unable to Other units 4,700,226.35 4,700,226.35 100% recover due to long aging Total 6,076,219.82 6,076,219.82 100% -- (2) Reversal or recovery of other receivables during the reporting period Unit: RMB Accumulated provision Basis for determination Contents of other Reason for reversal of of bad debt reserve Amounts reversed or of original bad debt receivables recovery before reversal or recovered reserve reovery Total -- -- 0 -- Provision for bad debt reserve for other receivable with single significant or minor amount but tested for impairment separately as at period-end: Contents of account Book balance Bad debt amount Provision proportion (%) Reasons receivables Total -- -- Explanation for other receivable with single minor amount while the risks of the group categorized with similar risk characteristics are relative significant: Nil (3) Other receivables actually written-off during the reporting period Unit: RMB Nature of other Reason for Whether arising from Name of unit Time of write-off Amount written off receivables write-off related transactions Total -- -- 0 -- -- 86 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Explanation for write-off of other receivables: Nil (4) Other receivables due from the shareholders holding 5% or above voting shares of the Company during the reporting period □Applicable √Non-applicable (5) Nature or content of other receivables with significant amount Unit: RMB Nature or content of Proportion in total other receivables Name of the company Amount account (%) Total 0 -- 0% Explanation: Nil (6) Top 5 other receivable Unit: RMB Relationship with the Proportion in total Name of the company Amount Terms Company account receivables (%) Zhongqi South China External 9,832,956.37 Over 3 years 13.36% Auto Sales Company South Industry & TRADE Shenzhen External 7,359,060.75 Over 3 years 10% Industry Company Shenzhen Zhonghao (Group) Co., Ltd. External 5,000,000 Over 3 years 6.79% Shenzhen Zhonghao (Group) Co., Ltd. Shenzhen Kaifeng Special Vehicles Industry External 4,413,728.5 Over 3 years 6% Co., Ltd. Gold Beili Electrical External 2,706,983.51 Over 3 years 3.68% Appliances Company Total -- 29,312,729.13 -- 39.83% (7) Other receivables due from related parties Unit: RMB Proportion in total other Name of the company Relationship with the Company Amount receivables (%) Shenzhen Tellus Auto Service Associated company 740,000 1.01% Chain Co., Ltd. Shenzhen New Yongtong Associated company 80,000 0.11% Technology Co., Ltd. Shenzhen Yongtong Xinda Inspection Equipment Co., Associated company 510,609.47 0.69% Ltd. Shenzhen Xiandao Chemical Associated company 708,072.26 0.96% New Materials Company Shenzhen Xinglong Machinery Moulding Associated company 1,843,878.06 2.5% Company Shenzhen Tellus New Associated company 177,716.62 0.24% 87 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Yongtong Auto Service Co., Ltd. Shenzhen Telixing Investment Jint venture 1,172.19 0% Co., Ltd Total -- 4,061,448.6 5.51% (8) Other receivables derecognized Unit: RMB Item De-recognition amount Gains or losses related to de-recognition Total 0 0 (9) As for securities with other receivables as target subject, list the assets and liabilities airsing from further involvement Unit: RMB Item Period-end Assets: Assets subtotal 0 Liabilities: Liabilities subtotal 0 8. Payment in advance (1) Ayalysis of payments in advance by aging Unit: RMB Amount at period-end Amount at period-begin Aging proportion proportion Amount Amount (%) (%) within 1 year 9,466,938.36 95.46% 12,487,409.73 96.4% 1-2 years 204,972.92 2.07% 282,874.86 2.18% 2-3 years 175,673.94 1.77% 149,513.89 1.16% Over 3 years 69,743.89 0.7% 34,050 0.26% Total 9,917,329.11 -- 12,953,848.48 -- Explanation for aging analysis of payments in advance: Nil (2) Top 5 of payments in advance Unit: RMB Relationship with the Name of the company Amount Time Reason for unsettlemtn Company Goods has not been Yiqi Toyota Auto Sales Supplier 7,248,811.35 delivered at the Service Co., Ltd. destination Goods has not been Toyota Auto (China) Supplier 1,742,762.01 delivered at the Investment Co., Ltd. destination Shenzhen Yongli Supplier 190,263 Goods has not been 88 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Industry Development delivered at the Co., Ltd. destination Goods has not been Dongguan Guangdong Supplier 115,550 delivered at the Trading Co., Ltd. destination Qingdao Kangpudun Supplier 106,010 Imcomplete bills of notes Company Total -- 9,403,396.36 -- -- Explanation for majoy units paid in advance: Suppliers (3) Shareholders holding 5% or above voting shares of the Company in payments in advance during the reporting period □ Applicable √ Non-applicable (4) Explanation for payment in advance The period-end balance of payments in advance contains no payment paid to related parties in advance. 9. Inventory (1) Classification Unit: RMB Amount at period-end Amount at period-begin Item Depreciation Depreciation Book balance Book value Book balance Book value provision provision Raw materials 8,024,255.04 7,487,894.16 536,360.88 8,018,483.52 7,487,894.16 530,589.36 Product in process 7,283,918.01 4,031,262.45 3,252,655.56 12,932,536.11 4,031,262.45 8,901,273.66 Stock products 53,034,776.08 13,923,018.5 39,111,757.58 34,683,392.06 13,923,018.5 20,760,373.56 Revolving materials Consumptive biological assets Low value 19,024.16 19,024.16 26,110.13 26,110.13 consumable Total 68,361,973.29 25,442,175.11 42,919,798.18 55,660,521.82 25,442,175.11 30,218,346.71 (2) Inventory impairment provision Unit: RMB Book-balance as at Provision for this Decrease during this year Book-balance as at Kinds of inventories period-begin period Reversal Written-off period-end Raw materials 7,487,894.16 7,487,894.16 Product in process 4,031,262.45 4,031,262.45 Stock products 13,923,018.5 13,923,018.5 Revolving materials Consumptive biological assets Total 25,442,175.11 0 0 0 25,442,175.11 89 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 (3) Particular about inventory impairment provision Proportion of the reversal Reason for reversal during amount during the year in the Item Provision basis the year period-end balance of the inventory Raw materials Stock commodities Goods in process Turn-over material Consumption biological assets Explanation on inventory Nil 10. Other current assets Unit: RMB Item Amount at period-end Amount at period-begin Total 0 0 Explanation on other current assets Nil 11. Financial assets available for sale (1) Particular about financial assets available for sale Unit: RMB Item Fair-value at period-end Fair-value at period-begin Bond available for sale Equity instrument available for sale 1,264,263 1,374,249.25 Other Total 1,264,263 1,374,249.25 For financial assets available for sale that re-category from investment held to maturity, re-category amounting as 0 yuan, and takes 0% of the investment held to maturity before re-category. Explanation on financial assets available for sale Equity instrument available for sales refers to the stock of China Merchants Bank (2) Long-term debt investment in financial assets available for sales Unit: RMB Interest Initial Balance at receivable or Balance at Bond Type Book value investment Expired dated Interest period-begin received period-end cost accumulative Total -- -- 0 -- 0 0 0 0 Explanation on long-term debt investment in financial assets available for sales Nil 12. Held-to-maturity investment (1) Particular about held-to-maturity investment Unit: RMB Item Book balance at period-end Book balance at period-begin Treasure bill 121,300 121,300 Total 121,300 121,300 Explanation on held-to-maturity investment Nil (2) Held-to-maturity investment that sold in report period but not expired Unit: RMB Item Amount Proportion in amount before sold (%) 90 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Total 0 -- Explanation on held-to-maturity investment that sold in report period but not expired Nil 13. Long-term account receivable Unit: RMB Type Amount at period-end Amount at period-begin Financing leasing Incl: Un-realized financing income Commodity sales for installment receivables Labor service provided for installment receivables Other 2,322,845.69 2,341,645.69 Total 2,322,845.69 2,341,645.69 91 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 14. Investment for affiliated enterprise and joint ventures Unit: RMB Propo Equit rtion y of propo voting Total Investe Total Total net Total Net Regis rtion rights liability d Legal Business Register Curre assets at assets at operation profit in Type ter held in at compan rep. nature capital ncy period-en period-en revenue in this place by the invest period-en y d d this period period Comp ed d any compa (%) ny (%) I. Joint venture Shenzh en Industrial, Limi Tellus property ted Shen Zhang 56,704,9 51,315,5 37,037.0 51,278,4 411,275. Jimeng manageme CNY 50% 50% liabi zhen Ruili 60.00 09.90 7 72.83 51 Investm nt and lity ent Co., leasing Ltd Shenzh Industrial, en property Limi Tellus Luo manageme ted Shen 27,200,0 27,619,5 238,634. 27,380,8 600,366.6 -73,801. Hang Boju nt and auto CNY 50% 50% liabi zhen 00.00 28.97 48 94.49 0 47 Investm n accessory lity ent Co., purchase Ltd. and sales II. Affiliated enterprise Shenzh en Xinglon Limi g export of ted Shen Zhang 27,633,3 37,662,8 5,688,46 31,974,3 -529,246 Machin mould CNY 30% 30% liabi zhen Ruili 00.00 03.54 6.86 36.68 .14 ery process lity Mould Co., Ltd. Shenzh en Tellus Limi auto Wu Auto ted Shen maintenan 2,000,00 1,680,40 9,087,44 -7,407,03 825,088.0 91,536.6 Yong CNY 40% 40% Service liabi zhen ce and 0.00 6.58 0.51 3.93 7 2 gang Chain lity leasing Co., Ltd. Shenzh en Zung Fu Limi sales of Tan Tellus ted Shen auto and 30,000,0 581,315, 409,343, 171,972, 1,048,117, -13,354, Yanli CNY 35% 35% Auto liabi zhen maintenan 00.00 691.64 007.30 684.34 850.63 233.43 ng Service lity ce Co., Ltd. Shenzh en Auto Limi Huan import and Industr ted Shen g export of 13,250,0 35.75 35.75 54,829,8 32,579,2 22,250,6 5,338,710. -824,377 y Imp& CNY liabi zhen Weiqi auto 00.00 % % 75.15 15.06 60.09 92 .84 Exp lity ang accessories Co., Ltd. Shenzh Limi Shen Xu production 80,000,0 282,791, 165,670, 117,121, 71,244,67 -141,673 en CNY 25% 25% ted zhen Tians of auto and 00.00 825.45 243.72 581.73 5.00 .41 Dongfe heng maintenan liabi ng Auto 92 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Co., lity ce Ltd. Shenzh en Security Xinyon Limi Li technology gtong ted Shen 1,600,00 3,003,23 1,217,89 1,785,34 3,377,114. 119,073. Jinlon inspection CNY 31% 31% Technol liabi zhen 0.00 8.27 7.14 1.13 50 89 g for auto ogy lity vehicles Co., Ltd. Shenzh en Consultan Xinyon on diesel gtong Limi oil pump Oil Lan ted Shen maintence 250,000. 422,655. 86,243.6 336,412. Pump Zhon CNY 31% 31% liabi zhen and 00 80 6 14 Environ gxin lity environme ment nt Protecti technology on Co., Ltd. Maintenan Shenzh ce of auto en and Xinyon Limi Li motorcycle gtong ted Shen 1,000,00 2,748,02 2,112,76 635,261. 3,592,205. -91,078. Jianju ; auto CNY 30% 30% Auto liabi zhen 0.00 4.88 3.46 42 81 67 n beauty and Service lity sales of Co., auto Ltd. accessory Sales of domestic Shenzh auto, en products Tellus Limi and Xinyon Li ted Shen accessories 2,800,00 2,896,61 4,207,18 -1,310,56 2,119,592. -257,099 gtong Jinlon CNY 18% 24% liabi zhen ; auto 0.00 9.85 6.06 6.21 10 .29 Auto g lity renting, Service auto 1st Co., class Ltd. maintenan ce Shenzh en Auto 2nd Xinyon class Limi gtong Li maintena ted Shen 500,000. 1,554,94 1,313,96 240,980. 1,196,305. -260,713 Dongxi Jianju nce;sales CNY 35% 35% liabi zhen 00 4.14 3.45 69 07 .87 ao Auto n of auto lity Service accessori Co., es Ltd. Shenzh en Technolog Yongto y ng Limi Huan developme Xinda ted Shen 100,000. 4,395,42 3,391,19 1,004,23 2,775,572. 223,173. g nt of CNY 40% 40% Inspecti liabi zhen 00 9.84 8.20 1.64 74 67 Peibo inspection on lity equipment Equipm and sales ent Co., Ltd. Shenzh Limi Auto en Lan manageme ted Shen 160,000. 377,159. 214,529. 162,629. Xinyon Zhon nt , CNY 30% 30% 17,000.00 560.59 liabi zhen 00 28 48 80 gtong gxin technology lity Consult consultan; 93 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 ant Co., network Ltd. maintenan ce etc. Explanation on major accounting policy and accounting estimation in joint venture and affiliated enterprises difference from the policy and estimation of the Company: 15. Long-term equity investment 94 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 (1) Details of long-term equity investment Unit: RMB Explanation on the incongruity in share Proportion of Proportion of Impairment holding Invested Calculation Initial Balance at Increase/decrea Balance at share holding voting rights in Impairment provision of Cash bonus this proportion and company method investment cost period-begin se(+,-) period-end in invested invested provision accruing this year voting company (%) company (%) year proportion in invested company Shenzhen Tellus Jimeng Equity method 28,352,480 25,433,598.67 219,353.17 25,652,951.84 50% 50% -- Investment Co., Ltd Shenzhen Tellus Hang Equity method 13,600,000 8,574,115.46 40,150.72 8,614,266.18 50% 50% -- Investment Co., Ltd. Shenzhen Xinglong Machinery Equity method 2,400,000 6,240,588.58 -263,700 5,976,888.58 30% 30% -- 105,000 Mould Co., Ltd. Shenzhen Tellus Auto Equity method 800,000 40% 40% -- Service Chain Co., Ltd. Shenzhen Zung Fu Tellus Auto Equity method 10,500,000 65,767,551.5 -8,172,500 57,595,051.5 35% 35% -- 3,500,000 Service Co., Ltd. Shenzhen Auto Industry Imp& Equity method 4,737,500 8,252,899.91 -294,715.08 7,958,184.83 35.75% 35.75% -- Exp Co., Ltd. Shenzhen Dongfeng Auto Equity method 14,527,044.85 17,458,319.96 -35,418.35 17,422,901.61 25% 25% -- Co., Ltd. 95 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Shenzhen Xinyongtong Equity method 496,000 568,705.88 -160,000 408,705.88 31% 31% -- Technology Co., Ltd. Shenzhen Xinyongtong Oil Pump Equity method 155,000 127,836.59 127,836.59 31% 31% -- Enviornment Protection Co., Ltd. Shenzhen Xinyongtong Equity method 300,000 217,902.03 -20,000 197,902.03 30% 30% -- Auto Service Co., Ltd. Shenzhen Xinyongtong Dongxiao Auto Equity method 175,000 175,593.1 175,593.1 35% 35% -- Service Co., Ltd. Shenzhen Yongtong Xinda Equity method 400,000 312,423.19 312,423.19 40% 40% -- Inspection Equipment Co., Ltd. Shenzhen Xinyongtong Equity method 48,000 48,618.07 48,618.07 30% 30% -- Consultant Co., Ltd. Shenzhen Tellus Xinyongtong Equity method 504,000 18% 24% -- Auto Service Co., Ltd. China Pudong Development Machinery Cost method 10,176,617.2 10,176,617.2 10,176,617.2 5.3% 5.3% -- Industry Co., Ltd. 96 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Hunan Changyang Cost method 6,900,000 1,810,540.7 1,810,540.7 36.55% 36.55% 1,810,540.7 Industrial Co., Ltd. *1 Shenzhen hanli Hi-Tech Cost method 3,466,000 1,956,000 1,956,000 80% 80% 1,956,000 Ceramics Co., Ltd. *1 Shenzhen Jiecheng Cost method 3,150,000 3,225,000 3,225,000 45% 45% 3,225,000 Electronic Co., Ltd. *1 Shenzhen Jingwei Cost method 4,000,000 4,000,000 4,000,000 12.5% 12.5% 4,000,000 Industrial Co., Ltd. Shenzhen (Moscoo) Co., Cost method 825,000 825,000 825,000 7% 7% 825,000 Ltd. Wuhan Weite Cost method 640,000 640,000 640,000 640,000 Hotel Shenzhen Xiandao Chemical Cost method 7,256,401.38 4,751,621.62 4,751,621.62 40% 40% 4,751,621.62 Industrial New Material Co., Ltd. *1 Shenzhen Petroleum & Chemical Cost method 700,000 700,000 700,000 700,000 (Gourp) Co., Ltd. South Auto Maintenance Cost method 6,700,000 6,700,000 6,700,000 100% 100% 6,700,000 Center *1 China Auto Industrial Cost method 400,000 400,000 400,000 40% 40% 400,000 Shenzhen Trading 97 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Company *1 Shenzhen General Cost method 500,000 500,000 500,000 25% 25% 500,000 Standard Co., Ltd. *1 Shenzhen Huoju Spark Cost method 17,849.2 17,849.2 17,849.2 49% 49% 17,849.2 Plug Industry Co., Ltd. *1 China Auto South Auto Cost method 2,250,000 2,250,000 2,250,000 49% 49% 2,250,000 Sales Co., Ltd. *1 Electric Cost method 600,000 600,000 600,000 11.1% 11.1% 600,000 vehicles Shenzhen Jinhe Standard Cost method 453,440 453,440 453,440 15% 15% 453,440 Mould Co., ltd. China Auto Cost method 600,000 600,000 600,000 6.25% 6.25% 600,000 Training Center Shenzhen Bailiyuan Cost method 1,320,000 1,320,000 1,320,000 25% 25% 1,320,000 Power Supply Co., Ltd *1 Dratini (Zeng Cost method 162,000 162,000 162,000 6.25% 6.25% 162,000 Wengang) Shenzhen Yimin Auto Cost method 200,001.1 200,001.1 200,001.1 200,001.1 Tranding Co., Ltd. Shenzhen Bisike Machineray Cost method 302,368.57 302,368.57 302,368.57 7.5% 22.7% Transport Co., Ltd. Hong Kong Rishen Cost method 145,800 145,800 145,800 7.5% 7.5% 145,800 International 98 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Co., Ltd. Total -- 127,760,502.3 174,914,391.33 -8,686,829.54 166,227,561.79 -- -- -- 31,257,252.62 0 3,605,000 99 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 (2) Limited ability for capital transfer to investment enterprise Unit: RMB Long-term equity investment that has un-recognized investment losses limited ability of capital transfer to Restriction reasons accumulative in period investment enterprise Explanation on long-term equity investment Nil 16. Investment real estate (1) Investment real estate measured by cost √application □ non-application Unit: RMB Book balance at Increase during the Decrease during the Item Book balance at period-end period-begin period period I. Total original book 181,002,443.71 0 0 181,002,443.71 value 1. Houses and 181,002,443.71 0 0 181,002,443.71 buildings 2. Land use rights II. Accumulated depreciation and 72,581,175.3 2,619,607.5 0 75,200,782.8 accumulated amortization 1. Houses and 72,581,175.3 2,619,607.5 0 75,200,782.8 buildings 2. Land use rights III. Total net book value of investment 108,421,268.41 0 0 105,801,660.91 real estate 1. Houses and 108,421,268.41 105,801,660.91 buildings 2. Land use rights IV. Total accumulate provision for 0 0 0 0 impairment of investment real estate 1. Houses and buildings 2. Land use rights V. Total book value of 108,421,268.41 0 0 105,801,660.91 investment real estate 1. Houses and 108,421,268.41 105,801,660.91 buildings 2. Land use rights Unit: RMB This period Depreciation and amortization amount in this period 2,619,607.5 Withdrawal of impairment provision for investment real estate 0 (2) Investment real estate measured by fair value □ application √ non-application Explain the investment real estate that changing measurement mold in report period, and the investment real estate without property certificate done as well as the reasons for property certificate un-finished and predicted the time to obtained that certificates Nil 100 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 17. Fixed assets (1) Particular about fixed assets Unit: RMB Book balance at Decrease during this Book balance at Item Increase during this period period-begin period period-end I. total of book balance: 321,653,421.91 849,952.99 1,204,994.68 321,298,380.22 Including:House & 273,866,730.28 273,866,730.28 buildings Machinery equipments 19,823,613.24 51,282.06 19,874,895.3 Transportation tools 7,917,613.4 243,926 207,600 7,953,939.4 Electronic equipment 8,765,167.52 199,557.5 4,950 8,959,775.02 Office and other equipment 8,272,144.61 355,187.43 992,444.68 7,634,887.36 Decoration charge of 3,008,152.86 3,008,152.86 self-owned houses Book balance at Increase during Accrual in this Decrease during this Book balance at -- period-begin this period period period period-end II. total of accumulated 152,817,177.49 5,267,683.96 0 1,145,771.6 156,939,089.85 depreciation: Including:House & 114,335,603.85 4,096,539.55 118,432,143.4 buildings Machinery equipments 15,979,418.35 171,853.94 16,151,272.29 Transportation tools 5,909,267.57 286,481.82 186,840 6,008,909.39 Electronic equipment 6,724,604.92 381,912.37 4,455 7,102,062.29 Office and other equipment 7,591,278.07 268,962.12 954,476.6 6,905,763.59 Decoration charge of 2,277,004.73 61,934.16 2,338,938.89 self-owned houses Book balance at Book balance at -- -- period-begin period-end III. total net value of fixed 168,836,244.42 -- 164,359,290.37 assets Including:House & 159,531,126.43 -- 155,434,586.88 buildings Machinery equipments 3,844,194.89 -- 3,723,623.01 Transportation tools 2,008,345.83 -- 1,945,030.01 Electronic equipment 2,040,562.6 -- 1,857,712.73 Office and other equipment 680,866.54 -- 729,123.77 Decoration charge of 731,148.13 -- 669,213.97 self-owned houses IV. total of impairment 4,227,562.01 -- 4,227,562.01 provision Including:House & 3,555,385.7 -- 3,555,385.7 buildings Machinery equipments 650,147.31 -- 650,147.31 Transportation tools -- Electronic equipment -- Office and other equipment 22,029 -- 22,029 Decoration charge of -- self-owned houses V. total book value of fixed 164,608,682.41 -- 160,131,728.36 assets Including:House & 155,975,740.73 -- 151,879,201.18 buildings 101 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Machinery equipments 3,194,047.58 -- 3,073,475.7 Transportation tools 2,008,345.83 -- 1,945,030.01 Electronic equipment 2,040,562.6 -- 1,857,712.73 Office and other equipment 658,837.54 -- 707,094.77 Decoration charge of 731,148.13 -- 669,213.97 self-owned houses Depreciation in this period amounting to 5,267,683.96 yuan; original price transfer from construction in progress to fixed assets amounting as 0 yuan (2) Temporary idle fixed assets Unit: RMB Depreciation Impairment Item Original book value Net book value Note accumulative provision House & buildings 0 Machinery 0 equipments Transportation 0 tools (3) Fixed assets leasing-in by financing lease □ application √ non-application (4) Fixed assets leasing-out by operational lease □ application √ non-application (5) Fixed assets held for sale in period-end Unit: RMB Disposal expense Item Book value Fair value Disposal date predicted predicted (6) Fixed assets without un-completed property certificates Item Reasons for un-completed certificate Times expected for certificate completed Tellus Building Problem left over by history Yongtong Building Problem left over by history Shuibei Zhongtian Comprehensive Build Problem left over by history Auto Office Build Problem left over by history First floor of Bao’an commercial-residence Problem left over by history build 5 suits of Bao’an commercial-residence Problem left over by history build Nuclear Office build Problem left over by history 5B, #4 Build, Huangpeng Garden Problem left over by history 3-5/F 3# plant Problem left over by history West side of 16# apartment Problem left over by history 1#plant Problem left over by history 2#plant Problem left over by history 16# Taohua Garden (half of the build) Problem left over by history Explanation on fixed assets: The above said house & building shows no expected time for finished their property certificate due to the problem left over by history. The Company has no material idle fixed assets ended as 30 June 2012. The Company has no material fixed assets held for sales ended as 30 June 2012. The Company has no fixed assets leasing-in by financing lease ended as 30 June 2012. 102 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 18. Construction in process (1) Unit: RMB Amount at period-end Amount at period-begin Item Provision Provision Book balance Carrying value Book balance Carrying value reserve reserve Jewry industry park 3,565,461.92 3,565,461.92 2,461,073.03 2,461,073.03 Total 3,565,461.92 0 3,565,461.92 2,461,073.03 0 2,461,073.03 103 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 (2) Changes of major projects under construction Unit: RMB Proporti including on of Accumulate Interest Transf : interest Amount at Increase Other project d amount of capitalizati Budg er to Progre capitalize Capital Amount at Name period-beg during the decrea investme interest on rate of et fixed ss d amount source period-end in period se nt in capitalizatio the year assets of the budget n (%) year (%) Jewelr y 2,461,073. 1,104,388. Self-raisi 3,565,461. indust 03 89 ng 92 ry park 2,461,073. 1,104,388. 3,565,461. Total 0.00 0.00 0.00 -- -- 0.00 0.00 -- -- 03 89 92 Explanation on changes of major projects under construction Nil 104 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 (3) Construction in process impairment provision Unit: RMB Amount at Increase during this Decrease during this Amount at Item Accrual Reason period-begin period period period-end Total 0 0 0 0 -- (4) Progress of material construction in progress Item progress Note (5) Explanation of construction in process Nil 19. Construction materials Unit: RMB Amount at Increase in this Item Decrease in this term Amount at period-end period-beginning term Total 0 0 0 0 Explanation on construction materials Nil 20. Disposal of fixed assets Unit: RMB Book balance at Item Book balance at period-end Reasons for turn to disposal period-beginning Total 0 0 -- Explain the progress of disposal of fixed assets transfer over one year 21. Productive biological assets (1) Measured by cost □application√ non-application (2) Measured by fair value □ application √ non-application 22. oil/gas assets Unit: RMB Book balance at Book balance at Item Increase in this term Decrease in this term period-beginning period-end I. Total original book value 0 0 0 0 1. Equity of mine exploitation 2. Equity of mine un-exploited 3. Well and relevant equipment II. Total consumption 0 0 0 0 accumulative 1. Equity of mine exploitation 105 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 2. Well and relevant equipment III. Total impairment of 0 0 0 0 oil/gas assets accumulative 1. Equity of mine exploitation 2. Equity of mine un-exploited 3. Well and relevant equipment IV. Total book value of 0 0 0 0 oil/gas assets 1. Equity of mine exploitation 2. Equity of mine un-exploited 3. Well and relevant equipment Explanation on oil/gas assets Nil 23. Intangible assets (1) Particular about intangible assets Unit: RMB Book balance at Book balance at Item Increased in the period decreased in the period period-begin period-end I. total of original value 325,000 0 0 325,000 Trademark right 75,000 75,000 Software 250,000 250,000 II. total accumulated 160,911.46 28,749.96 0 189,661.42 amortization Trademark right 26,744.96 3,750 30,494.96 Software 134,166.5 24,999.96 159,166.46 III. total net book value of 164,088.54 0 0 135,338.58 intangible assets Trademark right 48,255.04 44,505.04 Software 115,833.5 90,833.54 IV. Accumulated intangible asset 0 0 0 0 impairment provisions Trademark right Software Total of intangible asset 164,088.54 0 0 135,338.58 book value Trademark right 48,255.04 44,505.04 Software 115,833.5 90,833.54 The amount amortized in this period accounting as 28,749.96 yuan (2) Expenditure of project development Unit: RMB Decrease during the period Amount at Increase during the Amount at Item Record into currentConfirm as intangible period-beginning period period-end gains and losses assets 106 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Total 0 0 0 0 0 The development expenditure occupies 0% of total expenditure in R&D projects in reporting period The intangible assets form by internal R&D occupies 0% of total book value of intangible assets at period-end For development projects, including single price over one million yuan occurred in this period and the assessment price has been kept in book, disclosed the assessment institution and way of assessment: Nil (3) Intangible assets without property certificate obtained Nil 24. Goodwill Unit: RMB Amount at Increase during Decrease during Amount at Depreciation Items period-beginning the period the period period-end reserves Total 0 0 0 0 0 Explain the impairment testing method and withdrawal method for impairment provision of goodwill: Nil 25. Long-term deferred expense Unit: RMB Balance at Increased in the Amortization Balance at Reasons for other Item Other decrease period-begin period during this period period-end decrease Decoration 91,369.29 28,947.72 62,421.57 charge Reform of hotel 185,959.66 92,979.84 92,979.82 designing Follow-up reforming 480,553.25 72,900 88,528.02 464,925.23 expenditure Insurance charge for pledge from SPDB and 89,001.32 78,627.35 10,373.97 commitment charge for loan limit Total 846,883.52 72,900 289,082.93 0 630,700.59 -- Explanation on long-term deferred expense: Nil 26. Deferred income tax assets and deferred income tax liabilities (1) Net amount of deferred income tax assets and deferred income tax liabilities before deduction □application √non-application (2) Net amount of deferred income tax assets and deferred income tax liabilities after deduction □application √non-application Explanation on deferred income tax assets and deferred income tax liabilities Nil 27. Details of asset impairment provision Unit: RMB Balance as at Increase during this Decrease during this period Balance as at Item period-begin period Reversal Written-off period-end I. Bad debt reserve 90,702,457.63 90,702,457.63 II. Inventory falling price 25,442,175.11 0 0 0 25,442,175.11 reserves III. Impairment provision of financial assets available for sale 107 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 IV. Impairment provision of investment held to maturity V. Long-term equity investment impairment 31,257,252.62 0 31,257,252.62 provision VI. Investment real estate 0 0 0 impairment provision VII. Fixed asset impairment 4,227,562.01 4,227,562.01 provision VIII. Impairment provision for construction materials IX. Construction-in-process 0 0 0 impairment provision X. Capitalized Biological assets impairment provision Including: Impairment provision for maturity production biological assets XI. oil assets impairment 0 0 0 provision XII. Intangible assets 0 0 0 impairment provision XIII. Goodwill impairment 0 provision XIV. other Total 151,629,447.37 0 0 0 151,629,447.37 Explanation on asset impairment provision: Nil 28. Other non-current assets Unit: RMB Item Amount at period-end Amount at period-begin Total 0 0 Explanation on other non-current assets Nil 29. Short-term loans (1) Type of Short-term Loans Unit: RMB Item Amount as at period-end Amount as at period-begin Mortgage loans Collateral loan 19,600,000 16,800,000 Ensure loans Guarantee loans 25,896,287 25,992,388 Total 45,496,287 42,792,388 Explanation on short-term loans Nil (2) Short-term loans un-paid by expired Unit: RMB Unit Loan amount Loan rates Using in Reasons of un-paid Predicted payment date Total 0 -- -- -- -- Totaling 0 yuan has been paid after balance sheet date. Explanation on short-term loans: for those expired short-term loans obtained expansion period, explain the expansion 108 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 condition and new expiration: Nil 30. Transactional financial liabilities Unit: RMB Item Fair value at period-end Fair value at period-begin Transactional bonds offered Financial liability designated for fair value measurement and variation of fair value recon into current gains/losses Derivative financial liability Other financial liability Total 0 0 Explanation on transactional financial liabilities: Nil 31. Note payable Unit: RMB Type Amount at period-end Amount at period-begin Commercial acceptance bill Bank acceptance bill 4,061,052.45 Total 4,061,052.45 0 Amount expired in next accounting period: 0 yuan Explanation on note payable: Nil 32. Account payables (1) Unit: RMB Item Amount as at period-end Amount as at period-begin Account payables 22,072,536.09 22,950,543.71 Total 22,072,536.09 22,950,543.71 (2)Accounts payable to shareholders holding 5% or above voting shares of the Company □ application√ non-application Explanation on major account payable with over one year age: Nil 33. Account received in advance (1) Unit: RMB Item Amount as at period-end Amount as at period-begin within 1 year 1,989,831.32 1,369,175.53 1-2 years 20,000 202 2-3 years 44,662 47,064.63 Over 3 years 657,051.66 654,447.06 Total 2,711,544.98 2,070,889.22 (2)Accounts received in advance to shareholders holding 5% or above voting shares of the Company □ application√ non-application Explanation on major account received in advance with over one year age: Nil 109 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 34. Wages payable Unit: RMB Balance as at Item Increase during this period Decrease during this period Balance as at period-end period-begin I. Wage, bonus, allowance and 10,234,986.18 18,915,218.29 20,086,833.28 9,063,371.19 subsidy II. Employees’ 840,512.57 840,512.57 welfare III. Social security 535,508.36 3,672,999.8 3,560,723.04 647,785.12 IV. Housing public 2,012,522.62 1,295,844.49 1,303,922.48 2,004,444.63 reserve V. Compensation from labor relationship dismissed VI. Other 502,520.23 514,937.03 676,802.31 340,654.95 Other 502,520.23 514,937.03 676,802.31 340,654.95 Total 13,285,537.39 25,239,512.18 26,468,793.68 12,056,255.89 Wages payable has 0 yuan for arrears Outlay for labor union and staff educational charge amounting as 307,877.39 yuan; non-monetary welfare amounting as 0 yuan and compensation for dismiss of labor relationship amounting to 0 yuan The wages payable expected to pay and the amount for payment; Nil 35. Tax payable Unit: RMB Item Amount as at period-end Amount as at period-begin VAT -4,506,325.3 -2,105,520.09 Consumption tax Business tax 582,207.55 672,190.86 Enterprise income tax -229,678.72 2,510,351.45 Personal income tax 1,743.93 53,078.01 City maintenance and construction tax 52,614.4 66,275.21 Property right tax 995,929.67 1,004,745.34 land VAT 5,276,705.05 5,276,705.05 Educational surcharge 99,328.12 109,308.39 Embankment fee 1,101.27 1,348.46 Other 97,522.86 39,350.92 Total 2,371,148.83 7,627,833.6 Explanation on tax payable: if the local taxation bureau agrees mutual adjustment between vary branches and plants, explain taxation calculation: Nil 36. Interest payable Unit: RMB Item Amount as at period-end Amount as at period-begin Interest of long-term loans of installment and interest charges Corporate bond interest Interest payable for short-term loans 110 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Total 0 0 Explanation on interest payable: Nil 37. Dividend payable Unit: RMB Reasons for un-payment over one unit Amount as at period-end Amount as at period-begin year Total 0 0 -- Explanation on dividend payable: Nil 38. Other payables (1) Unit: RMB Item Amount as at period-end Amount as at period-begin Other payables 109,470,811.25 94,803,075.42 Total 109,470,811.25 94,803,075.42 (2) Others payable due to shareholders units holding over 5% (5% included) voting shares of the Company at period-end √ application □ non-application Unit: RMB Unit Amount as at period-end Amount as at period-begin Shenzhen SDG Co., Ltd. 47,079,452.22 46,272,271.96 Total 47,079,452.22 46,272,271.96 (3) Explanation on other account payable with over one year age Nil (4) Explanation on unit of major connected amount for other account payable Nil 39. Predicted liability Unit: RMB Amount at Increase during the Carry-forward during Item Amount at period-end period-begin period the year Guarantee provided 87,568,728.57 87,568,728.57 externally Un-settle lawsuit Products quality security Reorganization obligation Dismiss welfare Deficit contract for implemented Other Total 87,568,728.57 0 0 87,568,728.57 Explanation on predicted liability: Found more details in ‘XI. Contingency “ 40. Non-current liability due within one year (1) Unit: RMB Item Amount as at period-end Amount as at period-begin Long-term loans due within one year 80,580,000 88,020,000 Bond payable due within one year Long-term account payable due within one year 111 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Total 80,580,000 88,020,000 (2) Long-term loans due within one year Long-term loans due within one year Unit: RMB Item Amount as at period-end Amount as at period-begin Mortgage loans Collateral loan 80,580,000 88,020,000 Ensure loans Guarantee loans Total 80,580,000 88,020,000 In long-term loans due within one year, amount of undue but with expansion time amounting as 0 yuan. Top five long-term loans due within one year: Unit: RMB Amount at period-end Amount at period-begin Starting date Termination Unit Currency Rate (%) Foreign Local Foreign Local for loans date for loans currency currency currency currency Fuhua Branch of Shanghai 2009-08-10 2012-08-10 CNY 6.65% 39,000,000 39,000,000 Pudong Development Bank Fuhua Branch of Shanghai 2009-07-31 2012-07-31 CNY 6.65% 27,300,000 27,300,000 Pudong Development Bank Fuhua Branch of Shanghai 2009-08-31 2012-08-31 CNY 6.65% 9,360,000 9,360,000 Pudong Development Bank 上 Fuhua Branch of Shanghai 2010-02-05 2013-02-05 CNY 6.9825% 4,680,000 4,680,000 Pudong Development Bank Fuhua Branch of Shanghai 2010-02-05 2012-11-05 CNY 6.9825% 120,000 120,000 Pudong Development Bank Total -- -- -- -- -- 80,460,000 -- 80,460,000 Undue loans in long-term loans due within one year: Unit: RMB Unit Amount loans Undue date Annual rate (%) Using purpose Unpaid reasons Paid expected Total 0 -- -- -- -- -- Totaling 80,580,000.00 yuan has been paid after balance sheet date. Explanation on long-term loans due within one yea: Nil 112 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 (3) Bond payable due within one year Unit: RMB Interest Interest Interest Interest paid Issuing payable at payable in Amount at Name Value Issuing date Terms payable in in this amount period-begi this period-end this period period n period-end Explanation on bond payable due within one yea: Nil (4) Long-term account payable due within one year Unit: RMB Amount at Unit Terms Initial amount Rate (%) Interest reckoned Loan condition period-end Explanation on long-term account payable due within one yea: Nil 41. Other current liability Unit: RMB Item Book balance at period-end Book balance at period-begin Total 0 0 Explanation on other current liability: Nil 42. Long-term loan (1) Category of long-term loans Unit: RMB Item Amount at period-end Amount at period-begin Mortgage loans Collateral loan 4,680,000 Ensure loans Guarantee loans Total 0 4,680,000 Explanation on long-term loans: Nil (2) Top five long-term loans Unit: RMB Amount at period-end Amount at period-begin Starting date Termination Unit Currency Rate (%) Foreign Local Foreign Local for loans date for loans currency currency currency currency Total -- -- -- -- -- 0 -- 0 Explanation on long-term loans: if there has long-term loans from undue with expansion obtained, explain the expansion condition, principle, interest and predicted payment arrange: Nil 113 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 43. Bond payable Unit: RMB Interest Interest Interest Interest paid Issuing payable at payable in Balance at Name Value Issuing date Terms payable in in this amount period-begi this period-end this period period n period-end Bond payable including convertible corporate bond’s condition and time for shares transfer: Nil 44.Long-term account payable (1) Top five long-term account payable Unit: RMB Balance at Unit Term Initial amount Rate (%) Interest reckoned Loan condition period-end Deposit of staff 2,588,848.4 2,588,848.4 Interest free residence Shenzhen Workers 1,320,000 1,320,000 Interest free Commission Allocation for technology 11,311.96 11,311.96 Interest free innovation projects (2)Details of financing rent payable in long-term payable Unit: RMB Amount at period-end Amount at period-begin Unit Foreign currency RMB Foreign currency RMB Total 0 0 0 0 Amount of guarantee from independent third party for the financing rent of the Company was 0 yuan. Explanation on long-term payable: Nil 45. Specific account payable Unit: RMB Amount at Increase in this Decrease in Amount at Item Note period-begin period this period period-end Total 0 0 0 0 -- Explanation on specific account payable: Nil 46. Other non-current liability Unit: RMB Item Book balance at period-end Book balance at period-begin Total 0 0 Other non-current liability, including vary government subsidy related with assets and income as well as its balance at period-end: Nil 114 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 47. Share capital Unit: RMB Increased (decreased) in this year Amount at Shares Amount at period-begin New shares period-end Bonus shares converted from Other Sub-total issued public reserve Total of shares 220,281,600 0 0 0 0 0 220,281,600 Explanation on share capital changes, if there has capital increase/decrease in reporting period, disclosed the CPA’s name and verification documents; for company limited within 3 years operation, explain the net assets before establishment; for those company limited changed from limited liability company, explain the verification condition while established. Nil 48. Stock shares Explanation on stock shares: Nil 49. Specific Reserve Explanation on specific Reserve: Nil 50. Capital reserves Unit: RMB Decrease during this Amount at Item Amount at period-begin Increase during this period period period-end Capital premium (Share capital 3,024,773.35 3,024,773.35 premium) Other capital reserve 5,544,678.45 109,986.25 5,434,692.2 Total 8,569,451.8 0 109,986.25 8,459,465.55 Explanation on capital reserve: Nil 51. Surplus reserves Unit: RMB Decrease during this Amount at Item Amount at period-begin Increase during this period period period-end Statutory surplus reserves 2,952,586.32 2,952,586.32 Free surplus reserve Service fund Enterprise development fund Other Total 2,952,586.32 0 0 2,952,586.32 Explanation on surplus reserve, if share capital converted from surplus reserve, remedy deficit and dividend distributed, explain relevant resolutions: Nil 52. General risk provision Explanation on general risk provision: Nil 53. Undistributed profits Unit: RMB Withdrawal or Item Amount Allocation Ratio Undistributed profits at the end of last year before adjustment -54,437,738.61 -- Adjust the total undistributed profits at the beginning of the year (Increase +, -- 115 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Decrease -) Undistributed profits at the beginning of the year after adjustment -54,437,738.61 -- Increase: The net profits belong to owners of patent company of this period -8,637,314.75 -- Decrease: Withdraw legal surplus reserves Withdraw free surplus reserves Withdraw general risk reserves Handle common stock dividends Common stock dividends transferred to be capital stock Undistributed profits at the end of the period -63,075,053.36 -- Details about adjusting the undistributed profits at the beginning of the year: 1) The retroactive adjustments to Accounting Standards for Business Enterprises and its relevant new regulations affect the undistributed profits at the beginning of the year amounting to 0 Yuan. 2) The changes in accounting policies affect the undistributed profits at the beginning of the year amounting to 0 Yuan. 3) The major accounting error correction affects the undistributed profits at the beginning of the year amounting to 0 Yuan. 4) Merge scope changes caused by the same control affect the undistributed profits at the beginning of the year amounting to 0 Yuan. 5) Other adjustments affect the undistributed profits at the beginning of the year amounting to 0 Yuan. The undistributed profits explain that the company initial public offering bonds should clearly state if the accumulated profits are decided to be shared by old and new shareholders by general meeting of stockholders before issuing; while the company should clearly disclose that the profits in the dividends payable belong to old shareholders after auditing if the general meeting of stockholders decides the accumulated profits are allocated and shared by old shareholders before issuing. Nil 54. Operating income and cost (1) Operating income and cost Unit: RMB Item Amount of this period Amount of last period Main operating income 193,337,071.35 176,552,777.1 Other operating income 945,596.09 1,494,388.28 Operating cost 162,118,236.89 144,203,262.02 (2) Primary business (By industries) √ Applicable □ Not Applicable Unit: RMB Amount of this period Amount of last period Industry name Operating income Operating cost Operating income Operating cost Auto sales 123,887,663.39 122,648,723.73 106,573,060.42 102,071,280.69 Auto maintenance and repair 22,218,088.03 16,424,636.72 25,100,471.03 20,137,598.95 Property leasing and services 47,231,319.93 22,467,201.82 44,879,245.65 21,137,957.82 Total 193,337,071.35 161,540,562.27 176,552,777.1 143,346,837.46 (3) Primary business (By products) □Applicable √ Not Applicable 116 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 (4) Primary business (By districts) √ Applicable □ Not Applicable Unit: RMB Amount of this period Amount of last period District Operating income Operating cost Operating income Operating cost Shenzhen 193,337,071.35 161,540,562.27 176,552,777.10 143,346,837.46 Total 193,337,071.35 161,540,562.27 176,552,777.10 143,346,837.46 (5) The operating income of the top five customers of the Company Unit: RMB The percentage in all operating income of the Company Customer name Primary business income (%) XINGGUANGDA JEWELRY 2,983,930.75 1.54% Shenzhen Renfu Tellus Auto 3,371,493.78 1.74% Service Co., Ltd. Embry Form 1,085,871.26 0.56% Shenzhen 7 Days Hotel 824,400 0.42% Management Co., Ltd. GANGDELONG JEWELRY 768,310.5 0.4% Total 9,034,006.29 4.66% Introductions to operating income Nil 55. Contract item income □Applicable √ Not Applicable Introductions to contract item Nil 56. Business tax and surcharges Unit: RMB Item Amount of this period Amount of last period Calculating and payment standards Consumption tax Business tax 1,975,617.46 1,886,417.16 City maintenance and construction 283,370.99 253,450.52 tax Education surcharge 202,459.75 133,265.13 Resources tax Total 2,461,448.2 2,273,132.81 -- Introductions to business tax and surcharges Nil 57. Income of fair value changes Unit: RMB Sources generating income of fair value changes Amount of this period Amount of last period 117 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Trading financial assets Thereinto: Income of fair value changes generated by derivative financial instruments Trading financial assets liabilities Investment real estate measured by fair value Others 0 0 Total 0 0 Introductions to income of fair value changes Nil 58. Investment income (1) Particulars about investment income Unit: RMB Item Amount of this period Amount of last period Income of long-term equity investment calculated 48,625.5 33,574.75 based on cost Income of long-term equity investment calculated -5,045,829.54 3,904,259.83 based on equity Investment income obtained from disposal of long-term equity investment Investment income obtained during holding trading financial assets Investment income obtained during held-to-maturity investment gaining investment income Investment income obtained during holding available-for-sale financial assets Investment income obtained by handling trading financial assets Investment income obtained from held-to-maturity investment Investment income obtained from available-for-sale financial assets Others Total -4,997,204.04 3,937,834.58 (2) Income of long-term equity investment calculated based on cost Unit: RMB Company name Amount of this period Amount of last period Reasons of change (+,-) China Merchants Bank shares out China Merchants Bank 48,625.5 33,574.75 bonus Total 48,625.5 33,574.75 -- (3) Income of long-term equity investment calculated based on equity Unit: RMB Company name Amount of this period Amount of last period Reasons of change (+,-) Shenzhen Renfu Tellus Auto Service -4,672,500 4,300,100 Losses in current period Co., Ltd. Shenzhen Tellus Gem Investment Co., 219,353.17 -496,350 118 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Ltd. Shenzhen Dongfeng Automobile Co., -35,418.35 349,219.52 Ltd. The Company has excess loss in previous year, after the Company reduces its long-term equity investment to 0 Yuan, as the Company has Shenzhen Tellus Auto Service Chain 36,000 -84,000 creditor's rights that can constitute net Co., Ltd. investment, invest income of the Company is confirmed to be 36,000.00 Yuan according to the Company’s profit status at the current period. Shenzhen Xinglong Machinery Mould -158,700 24,000 Co., ltd Shenzhen Telixing Investment Co., Ltd. 40,150.72 -3,265.6 Shenzhen Auto Industry Import and -294,715.08 -170,444.09 Losses in current period Export Co., Ltd. Shenzhen Tellus Xinyongtong Auto -20,000 -15,000 Service Chain Co., Ltd. Shenzhen Xinyongtong Science and -160,000 Technology Co., Ltd. Total -5,045,829.54 3,904,259.83 -- Investment income description: It should be introduced if there is significant restrictions to repatriation of investment income; it also should be introduced if there is no this kind of significant restrictions. No 59. Asset impairment loss Unit: RMB Item Amount of this period Amount of last period 1. bad debt loss 2. inventory falling price loss 3. impairment loss of available-for-sale financial assets 4. impairment loss of held-to-maturity investment assets 5. impairment loss of long-term equity investment 6. impairment loss of investment real estate 7. impairment loss of fixed assets 8. impairment loss of project goods and material 9. impairment loss of construction in process 10. impairment loss of productive living beings 11. impairment loss of oil gas 12. impairment loss of intangible assets 13. goodwill impairment loss 14. Others Total 0 0 60. Non-operating income (1) Unit: RMB Item Amount of this period Amount of last period 119 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 non-current assets disposal gains 17,031.92 thereinto: fixed assets disposal gains 17,031.92 intangible assets disposal gains debt restructuring gains exchange of non-monetary assets gains accepting donations government grants 0 0 penalty and liquidated damages income 1,773.58 1,532.94 Others 14,776.7 19,861.9 Total 33,582.2 21,394.84 (2) Details of government grants Unit: RMB Item Amount of this period Amount of last period Note Total 0 0 -- Introductions to on-operating income Nil 61. Non-operating expenditure Unit: RMB Item Amount of this period Amount of last period non-current assets disposal losses 21,255 thereinto: fixed assets disposal losses 21,255 intangible assets disposal losses debt restructuring losses exchange of non-monetary assets losses donations penalty expenditure 10,480 donations contributed fixed assets counting losses others 47.8 148,995 Total 21,302.8 159,475 Introductions to on-operating expenditure 62. Income tax expense Unit: RMB Item Amount of this period Amount of last period current income tax calculated based on tax law and relevant 291,449.28 207,019.5 rules deferred income tax adjustment Total 291,449.28 207,019.5 63. The computational process of basic EPS (earnings per share) and diluted EPS Item Jan-Jun, 2012 Jan-Jun, 2011 120 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 net profits belong to owner of parent -8,637,314.75 502,339.55 company weighted average of issued common 220,281,600.00 220,281,600.00 stock basic EPS(RMB per share) -0.039 0.002 diluted EPS (RMB per share) -0.039 0.002 64. Other consolidated income Unit: RMB Item Amount of this period Amount of last period 1.gains (losses) amount generated by available-for-sale -109,986.25 24,312.75 financial assets subtract: affected by income tax generated by available-for-sale financial assets net amount reckoned in other consolidated income at earlier stage but turned to gains and losses at the current period subtotal -109,986.25 24,312.75 2. shares shared in other consolidated income of invested enterprises checked according to the equity law subtract: affected by income tax generated by shares shared in other consolidated income of invested enterprises calculated according to equity law net amount reckoned in other consolidated income at earlier stage but turned to gains and losses at the current period subtotal 0 0 3. gains (losses) amount generated by cash flow hedging instruments subtract: affected by income taxes generated by cash flow hedging instruments net amount reckoned in other consolidated income at earlier stage but turned to gains and losses at the current period subtract: adjustment to initially recognition amount turned to be hedged items subtotal 0 0 4.translation differences of foreign currency financial statement subtract: net amount of overseas operation turns to gains and losses at current period subtotal 5. others subtract: affected by income tax reckoned in other consolidated income net amount reckoned in other consolidated income at earlier stage but turned to gains and losses at the current period subtotal 0 0 Total -109,986.25 24,312.75 Introductions to other consolidated income Nil 65. Notes to statement of cash flow (1) Other cash received in relation to operation activities Unit: RMB Item Amount Contact amount between related parties 30,408,421.9 121 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Deposit and margin received Interest income 229,096.56 Income from penalty and compensation received 1,773.58 Other income 945,596.09 Total 31,584,888.13 Explanation on other cash received in relation to operation activities Nil (2) Other cash paid in relation to operation activitie Unit: RMB Item Amount Contact amount between related parties 29,744,268.28 Expenses of cash paid 4,081,106.83 Expenses of management cash paid 10,495,247.05 Deposit and margin Total 44,320,622.16 Explanation on other cash paid in relation to operation activitie Nil (3) Cash received from other investment activities Unit: RMB Item Amount Bidding margin 250,000 Total 250,000 Explanation on cash received from other investment activities Nil (4) Cash paid related with investment activities Unit: RMB Item Amount Quit bidding margin 200,000 Total 200,000 Explanation on cash paid related with investment activities Nil (5) Other cash received in relation to financing activities Unit: RMB Item Amount Total 0 Explanation on other cash received in relation to financing activities Nil (6) Cash paid related with financing activities Unit: RMB Item Amount Total 0 Explanation on cash paid related with financing activities Nil 66. Supplementary information to statement of cash flow (1) Supplementary information to statement of cash flow Unit: RMB Supplementary information Amount as at this period Amount as at previous period 1.Net profit adjusted to cash flow of operation activities: -- -- Net profit -10,120,507.22 371,137.09 Add: assets impairment losses 0 0 122 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Depreciation of fixed assets, consumption of oil assets and 7,887,291.46 8,005,473.9 depreciation of productive biology assets Amortization of intangible assets 28,749.96 28,749.96 Amortization of long-term deferred expenses 289,082.93 330,064.72 Loss from disposal of fixed assets, intangible assets and 14,099.37 other long-term assets(gain is listed with “-”) Loss of disposing fixed assets(gain is listed with “-”) Loss from change of fair value(gain is listed with “-”) Financial expenses (gain is listed with “-”) 4,345,688.02 4,320,901.64 Investment loss (gain is listed with “-”) 4,997,204.04 -3,937,834.58 Decrease of deferred income tax asset( (increase is listed with “-”) Increase of deferred income tax liability (decrease is listed with “-”) Decrease of inventory (increase is listed with “-”) -12,701,451.47 -1,735,107.85 Decrease of operating receivable accounts (increase is listed -11,860,517.15 2,960,231.64 with “-”) Increase of operating payable accounts (decrease is listed 12,085,893.59 -3,876,592.11 with “-”) Others 309,649.63 Net cash flow arising from operating activities -5,034,466.47 6,776,674.04 2.Material investment and financing not involved in cash -- -- flow Liabilities converted to capital Convertible bond expire in 1 year Fixed assets leased through financing 3.Net change of cash and cash equivalents: -- -- Balance of cash at period end 39,796,201.86 54,594,020.80 Less: Balance of cash at year-begin 55,926,573.46 64,122,979.84 Plus: Balance of cash equivalents at the period end Less: Balance of cash equivalent at year-begin Net increasing of cash and cash equivalents -16,130,371.60 -9,528,959.04 (2) Relevant information about obtaining/disposal of subsidiary and other business unit in report period Unit: RMB Supplementary Amount in this period Amount in last period I. Relevant information about obtaining subsidiary and -- -- other business units: 1. Price of obtaining subsidiary and other business units 2. Cash and cash equivalent paid for obtaining subsidiary and other business units Less: Cash and cash equivalent held by subsidiary and other business units 3. Net cash paid for obtaining subsidiary and other business 0 0 unit 4. Net asstes obtained from subsidiary 0 0 Current assets Non-current assets Current liability Non-current liability 123 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 II. Relevant information about disposal of subsidiary and -- -- other business units: 1. Price of dispoal of subsidiary and other business units 2. Cash and cash equivalent received from dispoal of subsidiary and other business units Less: Cash and cash equivalent held by subsidiary and other business units 3. Net cash received from disposal of subsidiary and other 0 0 business units 4. Disposal of net assets 0 0 Current assets Non-current assets Current liability Non-current liability (3) Constitution of cash and cash equivalent: Unit: RMB Item Balance as at period-end Balance as at period-begin Ⅰ. Cash 39,796,201.86 55,926,573.46 Including: stock cash 208,811.76 246,498.05 Bank deposit available for payment at any time 38,771,239.85 55,679,936.81 Other monetary fund available for payment at any time 816,150.25 138.6 Account available for payment that saving in central bank account save interbank account split interbanks Ⅱ. Cash equivalent Including: bond investment matured within 3 months Ⅲ、Balance of cash and cash equivalent at year-end 39,796,201.86 55,926,573.46 Explanation on constitution of cash and cash equivalent: Nil 67. Notes of changes of owners’ equity Explain the name and ajusted amount in “Other” at end of last period as well as the retroactive adjustement arising from enterprise combination under same control: Nil (VIII) Accounting treatment of assets securitization 1. Explain the main exchange of assets securitization and its accounting treatment and provision of bankruptcy-remote Nil 2. Subject of special purpose without controlling rights on hand by actually bear the risks Unit: RMB Total assets at Total liability at Net assets at Name Operting income Net profit Note period-end period-end period-end (IX) Related Parties and Transactions 1. Parent company of the Company Unit: RMB Proportio Proportio Final Legal Parent Relations Registrati Business Registere n of n of controller Organizat Nature representa Currency company hip on place nature d capital shares voting of the ion code tive held to right to Company 124 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 the the Company Company (%) (%) Develop ment and controllin operation Shenzhen 15,828,20 SASAC g Limited Liu of real 19219419 SDG Co., Shenzhen 0,000,000 CNY 66.22% 66.22% of sharehold liability Ai’qun estate and 5 Ltd. .00 Shenzhen er domestic commerc e Explanation on parent company of the enterprise 125 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 2. Subsidiary of the Company Unit: RMB Subsidiary Legal Proportion Proportion Registratio Business Registered Organizati of the Type Nature representat Currency of shares of voting n place nature capital on code Company ive held (%) right (%) Shenzhen Auto Industry Controllin Trading g Limited Zhang 58,960,000 Shenzhen Commerce CNY 100% 100% Corporatio liability Ruili .00 n (Auto subsidiary Industry Trading) Shenzhen SDG Huari Auto Controllin Limited Zhang 5,000,000. Enterprise g Shenzhen Service USD 60% 60% liability Ruili 00 Co., Ltd. subsidiary (Huari Company) Shenzhen Zhongtian Controllin Industrial g Limited Fang 7,250,000. Shenzhen Service CNY 100% 100% Co., Ltd. liability Zhidong 00 (Zhongtian subsidiary Company) Shenzhen Huari Toyota Controllin Limited 2,000,000. Auto Sales g Shenzhen Li Jinlong Commerce CNY 60% 60% liability 00 Co., Ltd. subsidiary (Huari Toyota) Shenzhen Huari Anxin Auto Controllin Limited 1,500,000. Inspection g Shenzhen Li Jinlong Service CNY 60% 60% liability 00 Co., Ltd. subsidiary (Anxin Inspection) * Shenzhen Auto Industry Controllin Supplying g Limited Cen 11,110,000 Shenzhen Service CNY 100% 100% Co., Ltd. liability Weimin .00 (Supplying subsidiary Company) * Guangxi Tellus Controllin g Limited Ren 5,000,000. Auto Hezhou Service CNY 60% 60% liability Yongjian 00 Service subsidiary Co., Ltd. * Shenzhen Tellus Xinyongto ng Controllin Automobil g Limited 32,900,000 Shenzhen Li Jinlong Service CNY 100% 100% e liability .00 Developm subsidiary ent Co. Ltd(Xinyo ngtong0 126 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Shenzhen SD Tellus Property Controllin Limited Fang 7,050,000. Manageme g Shenzhen Service CNY 100% 100% liability Zhidong 00 nt Co. subsidiary Ltd(Tellus Property) Shenzhen SD Tellus Controllin g Limited Fang Manufactu 31,150,000 Real Shenzhen CNY 100% 100% liability Zhidong re .00 Estate Co. subsidiary Ltd Shenzhen Tellus Real Estate Controllin Limited Fang 2,000,000. Exchange g Shenzhen Service CNY 100% 100% liability Zhidong 00 Co. subsidiary Ltd(Excha nge) Shenzhen Xinyongto ng Automobil e Controllin Limited Huang 19,610,000 Inspection g Shenzhen Service CNY 51% 51% liability Peibo .00 Equipment subsidiary Co. Ltd(Inspec tion Company) Shenzhen Fairmont Yong Tong Motor Vehicle Controllin Limited 1,500,000. Inspection g Shenzhen Li Jinlong Service CNY 95% 95% liability 00 Limited subsidiary (Dongchan g Inspection) * Shenzhen Xinyongto ng Dongxiao Auto Controllin Limited Inspection g Shenzhen Li Jianjun Service 500,000.00 CNY 95% 95% liability Co., subsidiary Ltd.(Dong xiao Inspection) * Shenzhen Bao’an Shiquan Controllin Industrial g Limited Fang 2,000,000. Shenzhen Commerce CNY 100% 100% Co., Ltd. liability zhidong 00 (Shiquan subsidiary Company) * Shenzhen SDG Controllin Tellus Real g Limited Manufactu 4,000,000. Huizhou CNY 100% 100% Estate liability re 00 subsidiary Huizhou Company 127 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 (Huizhou Company) * 128 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 3. details of joint-venture and affiliated enterprise of the Company Prop Equit ortio y n of prop votin Total Total ortio Total Total Invest Regi g net operatio Net n assets liability Relati Organ ed Typ ster Lega Business Register Curr right assets n profit held at at onshi ization compa e plac l rep. nature capital ency s in at revenue in this by period- period- p code ny e inves period- in this period the end end ted end period Com comp pany any (%) (%) I. Joint- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- ventur e Shenz Joint hen Industrial Tellus Li , Jimen mit Zhan Shen property 567,049,6 CN 51,315, 37,037. 51,278, 411,27 67002 g ed g 50% 50% zhen manage 00,000.00 Y 509.90 07 472.83 5.51 6381 Invest liab Ruili ment and ment ility leasing Co., Ltd Industrial Joint Shenz , hen property Li Tellus manage mit Luo Hang Shen ment and 272,000,0 CN 27,619, 238,634 27,380, 600,366. -73,801 68200 ed Boj 50% 50% Invest zhen auto 00,000.00 Y 528.97 .48 894.49 60 .47 8316 liab un ment accessor ility Co., y Ltd. purchse and sales II. Affilia ted -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- enterp rise Shenz hen Xingl Li ong mit Zhan export of Shen 276,333,0 CN 37,662, 5,688,4 31,974, -529,24 Stock 19217 Machi ed g mould 30% 30% zhen 00,000.00 Y 803.54 66.86 336.68 6.14 jointly 2420 nery liab Ruili process Mould ility Co., Ltd. Shenz hen Tellus Li auto Auto mit Wu Shen maintena 20,000,00 CN 1,680,4 9,087,4 -7,407, 825,088. 91,536. Stock 76758 Servic ed Yong 40% 40% zhen nce and 0,000.00 Y 06.58 40.51 033.93 07 62 jointly 3926 e liab gang leasing Chain ility Co., Ltd. Shenz Li sales of Tan hen mit Shen Yanli auto and 300,000,0 CN 35% 35% 581,315 409,343 171,972 1,048,11 -13,354 Stock 77413 Zung ed zhen ng maintena 00,000.00 Y ,691.64 ,007.30 ,684.34 7,850.63 ,233.43 jointly 1792 Fu liab nce 129 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Tellus ility Auto Servic e Co., Ltd. Shenz hen import Auto Li Huan and Indust mit Shen g export of 132,500,0 CN 35.7 35.75 54,829, 32,579, 22,250, 5,338,71 -824,37 Stock 19219 ry ed zhen Weiq auto 00,000.00 Y 5% % 875.15 215.06 660.09 0.92 7.84 jointly 0506 Imp& liab iang accessori Exp ility es Co., Ltd. Shenz hen Li productio Xu Dongf mit n of auto Shen Tian 800,000,0 CN 282,791 165,670 117,121 71,244,6 -141,67 Stock 19218 eng ed and 25% 25% zhen shen 00,000.00 Y ,825.45 ,243.72 ,581.73 75.00 3.41 jointly 689X Auto liab maintena g Co., ility nce Ltd. Shenz hen Security Xinyo Li technolo ngton mit Li gy Shen 16,000,00 CN 3,003,2 1,217,8 1,785,3 3,377,11 119,07 Stock 67480 g ed Jinlo inspectio 31% 31% zhen 0,000.00 Y 38.27 97.14 41.13 4.50 3.89 jointly 0717 Techn liab ng n for ology ility auto Co., vehicles Ltd. Shenz hen Consulta Xinyo n on ngton diesel oil g Li pump Oil mit Lan Shen maintenc 2,500,000 CN 422,655 86,243. 336,412 Stock 67482 Pump ed Zhon 31% 31% zhen e and ,000.00 Y .80 66 .14 jointly 3599 Enviro liab gxin environm nment ility ent Protec technolo tion gy Co., Ltd. Maintena Shenz nce of hen auto and Li Xinyo motorcyc mit Li ngton Shen le; auto 10,000,00 CN 2,748,0 2,112,7 635,261 3,592,20 -91,078 Stock 68376 ed Jianj 30% 30% g Auto zhen beauty 0,000.00 Y 24.88 63.46 .42 5.81 .67 jointly 659X liab un Servic and sales ility e Co., of auto Ltd. accessor y Sales of domestic Shenz auto, hen products Tellus Li and Xinyo mit Li Shen accessori 5,000,000 CN 1,554,9 1,313,9 240,980 1,196,30 -260,71 Stock 68376 ngton ed Jinlo 35% 35% zhen es; auto ,000.00 Y 44.14 63.45 .69 5.07 3.87 jointly 3583 g Auto liab ng renting, Servic ility auto 1st e Co., class Ltd. maintena nce Shenz Li Shen Li Auto 2nd 10,000,00 CN 40% 40% 4,395,4 3,391,1 1,004,2 2,775,57 223,17 Stock 67858 130 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 hen mit zhen Jianj class 0,000.00 Y 29.84 98.20 31.64 2.74 3.67 jointly 7925 Xinyo ed un mainten ngton liab ance;sal g ility es of Dongx auto iao accesso Auto ries Servic e Co., Ltd. Shenz Auto hen manage Xinyo Li ment , ngton mit Lan technolo Shen 1,600,000 CN 377,159 214,529 162,629 17,000.0 Stock 68539 g ed Zhon gy 30% 30% 560.59 zhen ,000.00 Y .28 .48 .80 0 jointly 3889 Consu liab gxin consultan ltant ility ; network Co., maintena Ltd. nce etc. Unit: RMB 131 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 4. Particulars about other related parties other related parties Relationship Organization code Shenzhen SDG Swarn Industrial Company Subsidiary of parent company 192473856 Ltd. Shenzhen Machinery Equipment Imp & Subsidiary of parent company 19034097X Exp. Company Shenzhen SDG Real Estate Co., Ltd. Subsidiary of parent company 279365997 Hong Kong Yujia Investment Co, Ltd. Subsidiary of parent company Shenzhen Tellus Real Estate Yueyang Co., Subsidiary of parent company Shenzhen SDG Development Center Subsidiary of parent company 192260957 Construction Supervision Co., Ltd. Shenzhen Tellus Yangchun Real Estate Subsidiary of parent company Co., Ltd. Shenzhen Longgang Tellus Real Estate Subsidiary of parent company Co., Ltd. Shenzhen Longgang Giant Industry Zone Same ultimate controller Investment Development Cp., Ltd. Explanation on oher related parties: 5. Related transaction (1) Statement of commodity purchased and labor service received Unit: RMB Amount in this period Amount in last period Pricing way and Ratio in Ratio in Related party Content decision making similar similar Amount Amount procedures transactio transactio ns (%) ns (%) Statement of commodity sales and labor service provided Unit: RMB Amount in this period Amount in last period Pricing way and Ratio in Ratio in Related party Content decision making similar similar Amount Amount procedures transactio transactio ns (%) ns (%) (2) Related trusteeship/contract Statement of related trusteeship/contract Unit: RMB Assignee/co Assigner/co Entrusted Entrusted Assts type Starting Terminated Pricing Income Influence 132 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 ntract-out ntractor /contract /contract from dated basisi recognized from the party assets assets in this income amount period Statement of entrusted management and contract Unit: RMB Entrusted Income Assignee/co Entrusted Influence Assigner/co /contract Starting Terminated Pricing recognized ntract-out /contract Assts type from the ntractor assets from dated basisi in this party assets income amount period Explanation on related truster ship and contract Nil (3) Related leasing Leasing-out Unit: RMB Pricing Leasing Leasing Type of Leasing Amount for Starting Terminated basisi for income Lessor Lessee income leasing asses leasing from dated leasing recognized influence incme in period Shenzhen Shenzhen Zeng Fu Tellus House,build Used 41,660,924. Contract Minor Tellus Auto 2005-01-01 2025-01-01 5,150,000 (Group) ing normally 80 price influence Service Co., Co., Ltd. Ltd. Shenzhen Tellus Shenzhen Xinyongton Xinyongton Used Contract Minor g g Machinery 953,401.61 2008-07-01 2016-06-30 141,700 normally price influence Automobile Technology Developme Co., Ltd. nt Co. Ltd Shenzhen Tellus Shenzhen Xinyongton Xinyongton House,build Used Contract Minor g g Auto 410,472.40 2009-04-01 2012-03-31 309,204 ing normally price influence Automobile Service Co., Developme Ltd. nt Co. Ltd Shenzhen Shenzhen House,build Used Contract Minor Tellus Xinyongton 410,472.40 2012-04-01 2015-03-31 368,100 ing normally price influence Xinyongton g Auto 133 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 g Service Co., Automobile Ltd. Developme nt Co. Ltd Shenzhen Shenzhen Tellus Xinyongton Xinyongton g Dongxiao House,build Used Contract Minor g 858,907.40 2009-04-01 2012-03-31 226,800 Auto ing normally price influence Automobile Service Co., Developme Ltd. nt Co. Ltd Shenzhen Shenzhen Tellus Xinyongton Xinyongton g Dongxiao House,build Used Contract Minor g 858,907.40 2012-04-01 2015-03-31 270,000 Auto ing normally price influence Automobile Service Co., Developme Ltd. nt Co. Ltd Shenzhen Tellus Shenzhen Xinyongton Xinyongton Used Contract Minor g g Auto Machinery 174,345.90 2009-04-01 2012-03-31 60,969 normally price influence Automobile Service Co., Developme Ltd. nt Co. Ltd Shenzhen Shenzhen Tellus Xinyongton Xinyongton g Dongxiao Used Contract Minor g Machinery 63,932.31 2009-04-01 2012-03-31 31,800 Auto normally price influence Automobile Service Co., Developme Ltd. nt Co. Ltd Shenzhen Shenzhen Tellus Huari Xinyongton Toyota Auto House,build Used Contract Minor 2011-03-01 2013-02-28 100,000 g Auto Sales ing normally price influence Service Co., Service Co., ltd. Ltd. Statement of leasing Unit: RMB Type of Leasing Amount for Starting Terminated Pricing Leasing Leasing Lessor Lessee leasing asses leasing from dated basisi for income income 134 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 leasing recognized influence incme in period Explanation on related leasing: Nil (4) Related gurantee Unit: RMB Whether gurantee Guarantee provided Gurantee received Gurantee amount Starting from Terminated dated implemented or not Explanation on related gurantee Nil (5) Borrowed funds from related party Unit: RMB Related party Borrowed funds Starting from Terminated dated Note Borrow-in Shenzhen SDG Development Center Capital turnover 5,000,000 2011-11-01 2012-10-31 Construction Supervision provided Co., Ltd. Borrow-out (6) Assets transfer, debt restructure of related party Unit: RMB Amount in this period Amount in last period Pricing way and Ratio in Ratio in Related party Type Content decision-making similar similar Amount Amount procedure transactio transactio ns (%) ns (%) (7) Other related transactions Nil 6. Account receivable/payable for related parties Account receivable from related parties Unit: RMB Item Related parties Amount at period-end Amount at period-begin Shenzhen Xinyongtong Account receivable 927,602 850,301 Auto Service Co., ltd. Shenzhen Xinyongtong Account receivable 680,400 623,700 Dongxiao Auto Service 135 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Co., ltd. Shenzhen Tellus Auto Other account receivable Service Chain Co., Ltd. 740,000 770,000 *1 Shenzhen Xinyongtong Other account receivable 80,000 80,000 Technology Co., Ltd. Shenzhen Yongtong Other account receivable Xinda Inspection 510,609.47 498,893.47 Equipment Co., Ltd. Shenzhen Xiandao Other account receivable Chemical New Material 708,072.26 708,072.26 Co., Ltd. Shenzhen Xinglong Other account receivable Machinery Mould Co., 1,843,878.06 1,805,961.41 ltd. Shenzhen Xinyongtong Other account receivable 177,716.62 267,716.62 Auto Service Co., ltd. Shenzhen Tellus Hang Other account receivable 1,172.19 1,172.19 Investment Co., ltd. Shenzhen Tellus Auto Other account receivable 6,289,870.92 6,308,670.92 Service Chain Co., ltd. Account payable for related parties Unit: RMB Item Related parties Amount at period-end Amount at period-begin Short-term loans Shenzhen SDG Co., Ltd. 19,096,287 19,192,388 Shenzhen SDG Development Short-term loans Center Construction 5,000,000 5,000,000 Supervision Co., Ltd. Shenzhen SDG Real Estate Account payable 6,054,855.46 6,054,855.46 Co., Ltd. Shenzhen SDG Real Estate Other account payable 335,701.34 335,701.34 Co., Ltd. Shenzhen SDG Development Other account payable Center Construction 163,998 Supervision Co., Ltd. Hong Kong Yujia Investment Other account payable 1,958,100.87 1,987,638.36 Co., ltd. Shenzhen SDG Swarn Other account payable 20,703.25 20,703.25 Industrial Co., Ltd. 136 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Shenzhen Machinery Other account payable Equipment Imp& Exp Co., 695,051.82 387,833.7 Ltd. Other account payable Shenzhen SDG Co., Ltd. 47,079,452.22 46,272,271.96 Shenzhen Longgang Tellus Other account payable 1,095,742.5 1,095,742.5 Real Estate Co., Ltd. Shenzhen Tellus Yangchun Other account payable 476,217.49 476,217.49 Real Estate Co., Ltd. Shenzhen Xinglong Other account payable 78,515.56 78,515.56 Machinery Mould Co., ltd. (X) Share payment 1. Genral particular about share payment Total vary equity instrument granted by the Company Total vary equity instrument vesting by the Company Total vary equity instrument expired in this period Price of exercise/option range for those shares offering outside in period-end and their remain term in contract Price of exercise for other equity instrument at period-end and their remains term in contract Explanation on share payment 2. Share payment settled by equity Unit: RMB Determination method for fair value of equity instrument in granted dated Determination method for best estimation of vesting equity instrument Reasons of major difference in this period over estimation last period Share payment accumulated by equity settlement in capital reserve Total amount of share payment by equity settlement Explanation on share payment settled by equity 3. Share payment settled by cash Unit: RMB Fair value determine method of liability that bear by the Company 137 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 and calculated by share or other equity instrument Liability amount accumulated arising from cash payment in liabilities Total expenses of shares payment settled by cash Explanation on share payment settled bycash 4. Service payment for shares Unit: RMB Total staff service exchange by share payment Total other service exchange by share payment 5. Particular about amendment of share payment and its termination (XI) Contingent events 1. Contingent liability and its financial influence formed by un-settle lawsuits or arbitration (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. 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. (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 138 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 the suspension, the Company may apply to the court to recover the execution. (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 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. 139 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 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. 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. Till reporting day, both parties are negotiating and becoming reconciled. 2. Contingent liability and its financial influence formed from debt gurantee offered to other units Nil Other contingent liability and its financial influence: Nil (XII) Commitments 1. large commitments No material commitmetns need to disclosed for first half year of 2012 2. Commitments made previously Implementing (XIII) Subsequent events of balance sheet 1. Explanation on major event after balance sheet date Unit: RMB Influence on financial status Reasons for no estimation on Item Content and operation results influence amount 2. Profit distribution after balance sheet date Unit: RMB 140 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Profit or dividend plans to distributed Profit or dividend declare to distributed which hace been approved 3. Other explanation after balance sheet date Nil (XIV) Other explanations on major event 1. Non-monetary asets exchange Nil 2. Debt reorganization Nil 3. Enterprise combination Nil 4. Leasing Nil 5. Financial instrument issued outside and convertible to shares in report period Nil 6.Main content of annuity plan and major changes Nil 7. Other events needs disclosure The follow equity held by the Company have all pledge to the bank for 6 million yuan loans: 30% of Shenzhen Xinglong Machinery Mould Company, 50% of Shenzhen Tellus Hag Investment Company, 50 % Shenzhen Tellus Jimeng Investment Co., Ltd., 51% of Shenzhen Xingyongtong Auto Vehicle Inspection Equipment Co., Ltd., 100% of Shenzhen Tellus Real Estate Exchange Co., Ltd., 100% of Shenzhen SDG Real Estate Co., Ltd., 100% of Shenzhen Tellus Property Management Co., Ltd, 100% equity of Shenzhen Auto Industry-Trading Corporation and 100% of Shenzhen Zhongtian Industrial Co., Ltd. (XV) Principle notes of financial statements of parent company 1. Accounts receivable (1) Accounts receivable Unit: RMB Closing balance Opening balance Book balance Bad debt reserves Book balance Bad debt reserves Type Propo Proporti Proporti Proporti Amount rtion Amount Amount Amount on (%) on (%) on (%) (%) single amount is large, and accounts receivable of 0 0 0 0 single counting and drawing bad debt reserves counting and drawing accounts receivable of bad debt reserves by group 141 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 subtotal 0 0% 0 0 0% 0 though the single amount is not large, accounts receivable of single 484,803.08 100% 484,803.08 100% 484,803.08 100% 484,803.08 100% counting and drawing bad debt reserves total 484,803.08 -- 484,803.08 -- 484,803.08 -- 484,803.08 -- Introductions to types of accounts receivable Terminal single amount is large, and accounts receivable of single counting and drawing bad debt reserves □Applicable √Not Applicable In combination, counting and drawing accounts receivable of bad debt reserves by adopting aging of accounts □Applicable √Not Applicable In combination, counting and drawing accounts receivable of bad debt reserves by adopting balance percentage of approach: □Applicable √Not Applicable In combination, counting and drawing accounts receivable of bad debt reserves by adopting other methods: □Applicable √Not Applicable Terminal single amount is not large, but accounts receivable of single counting and drawing bad debt reserves: √Applicable □Not Applicable Unit: RMB counting and drawing counting and drawing accounts receivable book balance bad debt reserves ratio reasons payment of Shenzhen accounts receivable age Bijiashan Entertainment 172,000 172,000 100% is long, which will not be Co., Ltd. taken back by prediction accounts receivable age Payments of SEG retail 97,806.64 97,806.64 100% is long, which will not be sales taken back by prediction accounts receivable age Payments of Guangzhou 86,940 86,940 100% is long, which will not be Lemin Computer Center taken back by prediction accounts receivable age Payments of other units 128,056.44 128,056.44 100% is long, which will not be taken back by prediction 142 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Total 484,803.08 484,803.08 100% -- (2) Accounts receivable switched back or taken back during the report period Unit: RMB switching back or taking reasons for switching Basis for confirming bad back the counted or Amount switched back Accounts receivable back or taking back debt reserves drawn bad debt reserves or taken back accumulated before Total -- -- -- Terminal single amount is large, or not large, but counting and drawing bad debt reserves of accounts receivable by doing impairment test alone: counting and drawing accounts receivable book balance bad debt reserves Reasons ratio Total -- -- Introductions to accounts receivable, the single amount of which is not large, but the credit risks are large after combining according to the credit risks characters: Nil (3) Accounts receivable should be cancelled after verification during the report period Unit: RMB accounts receivable Whether caused by Unit name Cancelling time Cancelling amount Cancelling reasons properties related transaction Total -- -- 0 -- -- Introductions to cancellation of accounts receivable (4) Shareholder units holding more than 5%(Including 5%)voting shares of the Company in accounts receivable during the report period □Applicable √Not Applicable 143 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 (5) Properties and contents of other accounts receivable with large amount (6) Units with top five accounts receivable amount Unit: RMB Relationship with the Percentage in accounts Unit name Amount Age limit Company receivable amount (%) Shenzhen Bijiashan external unit 172,000 Over 3 years 35.48% Entertainment Co., Ltd. SEG retail sales external unit 97,806.64 Over 3 years 20.17% Guangzhou Lemin external unit 86,940 Over 3 years 17.93% Computer Center Lanzhou Dachuan external unit 37,308 Over 3 years 7.7% Electronic Company Sichuan Shentong external unit 28,764 Over 3 years 5.93% Computer Company Total -- 422,818.64 -- 87.21% (7) Accounts receivable of related party Unit: RMB Percentage in accounts Unit name Relationship with the Company Amount receivable amount (%) Total -- 0 0% (8) Transferring amount is 0 Yuan for accounts receivable not conforming to terminate the confirmation. (9) It is required to introduce the relevant transaction arrangement for asset securitization taking accounts receivables as the standard 2. Other accounts receivable (1) Other accounts receivable Unit: RMB Type Closing balance Opening balance 144 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 book balance bad debt reserves book balance bad debt reserves Ratio Ratio Ratio Ratio Amount Amount Amount Amount (%) (%) (%) (%) single amount is large, and other accounts receivable of 39.11 35.69 12,286,623.82 12,286,623.82 100% 12,286,623.82 12,286,623.82 100% single counting and drawing % % bad debt reserves counting and drawing other accounts receivable of bad debt reserves by group by accounts receivable age 60.95 17,968,287.1 57.2% 1,416,048.22 7.88% 20,983,882.89 1,416,048.22 6.75% % 60.95 subtotal 17,968,287.1 57.2% 1,416,048.22 7.88% 20,983,882.89 1,416,048.22 6.75% % though the single amount is not large, other accounts receivable of single counting 1,157,688.2 3.69% 1,157,688.2 100% 1,157,688.2 3.36% 1,157,688.2 100% and drawing bad debt reserves Total 31,412,599.12 -- 14,860,360.24 -- 34,428,194.91 -- 14,860,360.24 -- Introductions to cancellation of accounts receivable Nil Terminal single amount is large, and other accounts receivable of single counting and drawing bad debt reserves √Applicable □Not Applicable Unit: RMB Other accounts counting and drawing book balance bad debt reserves Reasons receivable ratio loan liability to guarantee win a lawsuit, but the of Shenzhen Zhonghao 5,000,000 5,000,000 100% opposite side has no (Group) Co., Ltd. assets to implement accounts receivable age Loan of Jinbeili Home 2,706,983.51 2,706,983.51 100% is long, which will not be Appliance Company taken back by prediction loan liability to guarantee of Shenzhen The possibility to take 1,895,712.47 1,895,712.47 100% Petrochemical Industry back is uncertain (Group) Co., Ltd. mortgage obligatory right accounts receivable age 1,212,373.79 1,212,373.79 100% of Huatong Machinery is long, which will not be 145 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Co., Ltd. taken back by prediction related loans of Shenzhen accounts receivable age Xiandao Chemicals and 708,072.26 708,072.26 100% is long, which will not be New Materials Co., Ltd. taken back by prediction The possibility to take others 763,481.79 763,481.79 100% back is uncertain Total 12,286,623.82 12,286,623.82 -- -- In combination, counting and drawing other accounts receivable of bad debt reserves by adopting aging of accounts √Applicable □Not Applicable Unit: RMB Closing balance Opening balance accounts book balance book balance receivable age bad debt reserves bad debt reserves Ratio Ratio Amount Amount (%) (%) With one year thereinto -- -- -- -- -- -- subtotal within 14,995,828.18 83.46% 0 18,019,423.97 85.87% 0 one year 1-2 years 84,041.64 0.47% 3,802.08 76,041.64 0.36% 3,802.08 2-3 years 106,541.64 0.59% 21,308.32 106,541.64 0.51% 21,308.32 over 3years 2,781,875.64 15.48% 1,390,937.82 2,781,875.64 13.26% 1,390,937.82 3-4 years 4-5 years over 5 years Total 17,968,287.1 -- 1,416,048.22 20,983,882.89 -- 1,416,048.22 In combination, counting and drawing other accounts receivable of bad debt reserves by adopting balance percentage of approach: □Applicable √Not Applicable In combination, counting and drawing other accounts receivable of bad debt reserves by adopting other methods: □Applicable √Not Applicable Terminal single amount is not large, but other accounts receivable of single counting and drawing bad debt reserves: √Applicable □Not Applicable Unit: RMB Other accounts book balance bad debt reserves counting and drawing Reasons 146 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 receivable ratio accounts receivable age Money used for 217,892.57 217,892.57 100% is long, which will not be purchasing house by staff taken back by prediction accounts receivable age other units 939,795.63 939,795.63 100% is long, which will not be taken back by prediction Total 1,157,688.2 1,157,688.2 100% -- (2) Other accounts receivable switched back or taken back during the report period Unit: RMB switching back or taking reasons for switching Basis for confirming bad back the counted or Amount switched back Other accounts receivable back or taking back debt reserves drawn bad debt reserves or taken back accumulated before Total -- -- -- Terminal single amount is large, or not large, but counting and drawing bad debt reserves of other accounts receivable by doing impairment test alone: counting and drawing accounts receivable book balance bad debt reserves Reasons ratio Total -- -- Introductions to other accounts receivable, the single amount of which is not large, but the credit risks are large after combining according to the credit risks characters: Nil (3) Other accounts receivable should be cancelled after verification during the report period Unit: RMB Other accounts Whether caused Cancelling Cancelling Unit name receivable Cancelling time by related amount reasons properties transaction Total -- -- 0 -- -- Introductions to cancellation of other accounts receivable 147 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 (4) Shareholder units holding more than 5% (Including 5%)voting shares of the Company in other accounts receivable during the report period □Applicable √Not Applicable (5) Properties and contents of other accounts receivable with large amount (6) Units with top five other accounts receivable amount Unit: RMB Relationship with the Percentage in accounts Unit name Amount Age limit Company receivable amount (%) Shenzhen Zhonghao loan liability to guarantee 5,000,000 Over 3 years 15.92% (Group) Co., Ltd. Jinbeili Home Appliance come-and-go money 2,706,983.51 Over 3 years 8.62% Company Shenzhen Petrochemical Industry (Group) Co., loan liability to guarantee 1,895,712.47 Over 3 years 6.03% Ltd. Shenzhen Xinglong Machinery and Module loans and interests 1,843,878.06 1-3 years 5.87% Co., Ltd. debt obligatory right of debt obligatory right 1,212,373.79 Over 3 years 3.86% Huatong Machinery Total -- 12,658,947.83 -- 40.3% (7) Other accounts receivable of related party Unit: RMB Percentage in accounts Unit name Relationship with the Company Amount receivable amount (%) Total -- 0 0% 148 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 (8) Transferring amount is 0 Yuan for other accounts receivable not conforming to terminate the confirmation. (9) It is required to introduce the relevant transaction arrangement for asset securitization taking other accounts receivables as the standard Nil 3. Long-term equity investment Unit: RMB Descripti on of Counting inconfor and Share mity of Vote drawing Cash increase holding share Calculatin percentag Impairme impairme dividends Invested Initial Opening and percentag holding g Closing e in nt nt at the units investmen balance decrease e in percentag methods balance invested reserves reserves current t costs changes invested e and vote units (%) at the period units (%) percentag current e in period invested units Shenzhen Tefa Tellus law of 31,152,88 31,152,88 31,152,88 100% 100% Real cost 8.87 8.87 8.87 Estate Co., Ltd Shenzhen Tefa Tellus law of 5,021,970 5,021,970 5,021,970 Property 100% 100% cost .88 .88 .88 Mangeme nt Co., Ltd Shenzhen Tellus Xinyongt law of 57,672,88 57,672,88 57,672,88 ong 100% 100% cost 5.22 5.22 5.22 Automobi le Develop 149 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 ment Co. Ltd Shenzhen Zhongtia law of 10,708,62 10,708,62 10,708,62 100% 100% n Industry cost 2.9 2.9 2.9 Co., Ltd. Shenzhen Automobi le law of 126,251,0 126,251,0 126,251,0 Industry 100% 100% cost 71.57 71.57 71.57 Trading General Company Shenzhen Tefa Huari law of 19,224,69 19,224,69 19,224,69 Automobi 60% 60% cost 2.65 2.65 2.65 le Enterpris e Co., Ltd Shenzhen Tellus Real law of 2,000,000 2,000,000 2,000,000 100% 100% Estate cost Exchange Co. Ltd Shenzhen Huari TOYOTA law of 1,807,411 1,807,411 1,807,411 Automobi 60% 60% cost .52 .52 .52 le Sales Service Co., Ltd. Shenzhen Xinyongt ong Automobi law of 10,000,00 10,000,00 10,000,00 le 51% 51% cost 0 0 0 Inspectio n Equipme nt Co. Ltd 150 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Shenzhen Tellus GEM equity 28,352,48 25,433,59 219,353.1 25,652,95 50% 50% investme law 0 8.67 7 1.84 nt Co., Ltd. Shenzhen Telixing equity 13,600,00 8,574,115 8,614,266 Investme 40,150.72 50% 50% law 0 .46 .18 nt Co., Ltd. Shenzhen Xinglong Machiner equity 2,554,392 6,240,588 5,976,888 -263,700 30% 30% 105,000 y law .64 .58 .58 &Module Co., Ltd. Shenzhen Tellus Auto equity 800,000 40% 40% Service law Chain Co., Ltd. Shenzhen Renfu Tellus equity 10,500,00 65,767,55 -8,172,50 57,595,05 35% 35% 3,500,000 Auto law 0 1.5 0 1.5 Service Co., ltd Shenzhen Xiandao Chemistr law of 7,256,401 4,751,621 4,751,621 4,751,621 40% 40% y & New cost .38 .62 .62 .62 Material Co., ltd Hunan Changyan law of 1,810,540 1,810,540 1,810,540 6,900,000 36.55% 36.55% g Industry cost .7 .7 .7 Co., Ltd. Shenzhen law of Hanli 3,466,000 1,956,000 1,956,000 80% 80% 1,956,000 cost Ceramic 151 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Co., Ltd. Shenzhen Jiecheng law of 3,150,000 3,225,000 3,225,000 45% 45% 3,225,000 Electroni cost c Co., Ltd China Pufa law of 10,176,61 10,176,61 10,176,61 Machiner 5.3% 5.3% cost 7.2 7.2 7.2 y Industry Co., Ltd. Shenzhen Jingwei law of 4,000,000 4,000,000 4,000,000 12.5% 12.5% 4,000,000 Industry cost Co., ltd. Shenzhen (Moscow law of 825,000 825,000 825,000 7% 7% 825,000 ) Co., cost Ltd. Wuhan Law of Weite cost 640,000 640,000 640,000 640,000 Hotel Shenzhen Petroche mical law of 700,000 700,000 700,000 700,000 Industry cost (Group) Co., Ltd. 356,760,4 397,940,1 -8,176,69 389,763,4 17,908,16 Total -- -- -- -- 0 3,605,000 34.83 77.34 6.11 81.23 2.32 Introductions to long-term equity investment Nil 4. Operating income and cost (1) Operating income and cost Unit: RMB Item Amount of this period Amount of last period Main operating income 6,998,484.71 6,559,038.23 Other operating income Operating cost 2,200,025.49 2,025,180.4 152 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 Total (2) Primary business (By industries) √Applicable □Not Applicable Unit: RMB Amount of this period Amount of last period Industry name Operating income Operating cost Operating income leasing services 6,998,484.71 2,200,025.49 6,559,038.23 2,025,180.4 Total 6,998,484.71 2,200,025.49 6,559,038.23 2,025,180.4 (3) Primary business (By products) □Applicable √Not Applicable (4) Primary business (By districts) □Applicable √Not Applicable (5) The operating income of the top five customers of the Company Unit: RMB The percentage in all operating Customer name Primary business income income of the Company (%) Shenzhen Renfu Tellus Auto Service Co., Ltd. 2,575,000.02 1.33% BAITAI JEWELRY 577,266 0.3% YIDALONG JEWELRY 319,836 0.16% XIANGXIA 307,086 0.16% XINGGUANGDA JEWELRY 214,740 0.11% Total 3,993,928.02 2.06% Introductions to operating income Nil 153 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 5. Investment income (1) Particulars about investment income Unit: RMB Item Amount of this period Amount of last period Income of long-term equity investment calculated based on 48,625.5 33,574.75 cost Income of long-term equity investment calculated based on -4,535,696.11 3,740,484.4 equity Investment income obtained from disposal of long-term equity investment Investment income obtained during holding trading financial assets Investment income obtained during held-to-maturity investment gaining investment income Investment income obtained during holding available-for-sale financial assets Investment income obtained by handling trading financial assets Investment income obtained from held-to-maturity investment Investment income obtained from available-for-sale financial assets Others Total -4,487,070.61 3,774,059.15 (2) Income of long-term equity investment calculated based on cost Unit: RMB Amount of last Company name Amount of this period Reasons of change (+,-) period Dividends of China Merchants Bank 48,625.5 33,574.75 irregularly scheduled cash dividends Total 48,625.5 33,574.75 -- (3) Income of long-term equity investment calculated based on equity law Unit: RMB Company name Amount of the current Amount of the last Reasons for changes (+,-) 154 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 period period Shenzhen Tellus Auto Service Chain Co., 36,000 -84,000 profit at current period Ltd. Shenzhen Xinglong Machinery and Module -158,700 24,000 loss at current period Co., Ltd. Shenzhen Renfu Tellus Auto Service Co., -4,672,500 4,300,100 loss at current period Ltd. Shenzhen Tellus GEM Investment Co., ltd 219,353.17 -496,350 profit at current period Shenzhen Telixing Investment Co., ltd 40,150.72 -3,265.6 profit at current period Total -4,535,696.11 3,740,484.4 -- Introduction to investment income: Nil 6. Supplementary information of cash flow statement Unit: RMB Supplementary information Amount of the current period Amount of the last period 1. adjust the net profits to be cash flow for operating activities -- -- net profits -9,100,247.37 -997,302.06 Add: assets impairment preparation fixed assets depreciation, oil-and-gas assets loss , productive living 340,699.90 367,008.62 beings depreciation intangible assets amortization 23,749.98 23,749.98 long-term deferred expenses amortization losses from handling fixed assets, intangible assets and assets(profits fill with “-“ ) loss on retirement of fixed assets(profits fill with “-“ ) fair value change loss(profits fill with “-“ ) financial costs(profits fill with “-“ ) 1,612,023.98 1,948,519.73 investment losses(profits fill with “-“) 4,487,070.61 -3,774,059.15 deferred income tax assets decrease(increases fill with “-“ ) deferred income tax liabilities increase(decreases fill with “-“ ) 155 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 stock decreases(increases fill with “-“ ) operating receivables decrease(increases fill with “-“ ) 3,015,595.79 1,023,025.87 operating payables increase(decreases fill with “-“ ) 3,411,679.46 5,145,455.89 Others cash flow net amount generated by operating activities 3,790,572.35 3,736,398.88 2. significant investment financial activities not involving and cash -- -- deposit and withdrawal debt turns to capital convertible bonds due in one year fixed assets financed by leasing 3.net changes of cash and cash equivalents -- -- ending balance of cash 88,905.84 450,112.02 decrease: opening balance of cash 64,442.86 324,541.62 increase: ending balance of cash equivalents decrease: opening balance of cash equivalents net increase of cash and cash equivalents 24,462.98 125,570.40 7. Assets and liabilities enter into the account book with assessed value by counter purchase Unit: RMB Assets and liabilities enter into the account book with assessed value Original book value assessed value Assets Liabilities (XVI) Supplementary Information 1. REO (Rate of return on common stockholders’ equity and earnings per share Unit: RMB Rates of return on weighted Earnings per share Profits during report period average net assets(%) Basic EPS diluted EPS net profits belong to common stock -4.99% -0.0392 -0.0392 stockholders of the Company 156 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 net profits belong to common stock stockholders of the Company after deducting -5.02% -0.0394 -0.0394 nonrecurring gains and losses 2. Abnormalities and reasons of the accounting statement items of the Company Items Amount at the Amount at the Increasing and Increasing Description end of the beginning of the decreasing and period period amouunt decreasing scope other receivable 25,247,513.36 11,043,423.52 14,204,089.84 128.6% open credit increases Stock 42,919,798.18 30,218,346.71 12,701,451.47 42.0% prepared inventory vehicles increase advance payment 9,917,329.11 12,953,848.48 -3,036,519.37 -23.4% settle accounts of prepaid vehicle payment construction in process 3,565,461.92 2,461,073.03 1,104,388.89 44.9% boost the construction of Shuibei Jewelry industrial park Items Amount of the Amount at the Increasing and Increasing Description current period same period of decreasing and last year amouunt decreasing scope non-operating expenditure 21,302.80 159,475.00 -138,172.20 -86.6% amount of non-operating expenditures and other items is large other consolidated income -109,986.25 24,312.75 -134,299.00 552.4% market value of financial assets available for sale changes net cash flow generated by -5,034,466.47 6,776,674.04 -11,811,140.51 174.3% come and go funds decrease operating activities compared with same period of last year net cash flow generated by 1,463,630.64 -1,480,669.66 2,944,300.30 198.8% bonuses obtained from investing activities investment increase at current period 157 深圳市特力(集团)股份有限公司 2012 年半年度报告全文 IX File catalog for future reference File catalog for future reference 1. Semi-annual reports with the president’s own signature; 2. Financial report with signature of legal representative, finance employee in charge and accountant in charge; 3. The original manuscripts of all documents and announcements of the Company publicly disclosed on newspapers appointed by China Securities Regulatory Commission during the report period; 4. The articles of association of the Company passed by the latest general meeting of stockholders. Chairman:Zhang Ruili Submit date approved by the board of directors: 16 August 2012 158