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公司公告

特 力B:2012年第三季度报告全文(英文版)2012-10-21  

						       Shenzhen Tellus Holding Co., Ltd.                                The Third Quarterly Report for 2012 (Full-text)



                           The Third Quarterly Report For 2012
I. Important Notes
Board of Directors and the Supervisory Committee of Shenzhen Tellus Holding Co., Ltd.
(hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby
confirm that there are no any fictitious statements, misleading statements, or important omissions
carried in this report, and shall take all responsibilities, individual and/or joint, for the reality,
accuracy and completion of the whole contents.
All directors of the Company are attended the Meeting for quarterly report deliberation.
Zhang Ruili, Principal of the Company; Luo Bojun, Person in Charge of Accounting Work; CFO Fu
Bin and Ke Wensheng, Person in Charge of Accounting Organization (Accounting Officer) hereby
confirm that the Financial Report of the Third Quarterly Report is true and complete.


II. Company Profile

(I) Major accounting data and financial indexes
Whether retroactive adjusted on previous financial report or not
□Yes    √ No     □Not applicable

                                                                                       Increase/decrease in this
                                       2012.9.30                2011.12.31            period-end over period-end
                                                                                            of last year (%)
Total assets (RMB)                         630,359,346.83          570,693,268.15                           10.46%
Owners’           equities
attributable    to      the
                                           169,831,054.79          177,365,899.51                            -4.25%
shareholders of listed
company (RMB)
Share capital (Share)                      220,281,600.00          220,281,600.00
Net assets per share
attributable to the
                                                      0.771                  0.805                           -4.25%
shareholders of listed
company (RMB/Share)
                                                   Increase/decrease                       Increase/decrease
                              July- September of                            January-
                                                 over the same period                    over the same period
                                     2012                              September of 2012
                                                  of the last year (%)                    of the last year (%)
Total operating income
                                   110,208,829.79              3.17%      304,491,497.23                      6.89%
(RMB)
Net profit attributable to
the shareholders of listed            1,300,445.28                           -7,336,869.47
company (RMB)
Net cash flow arising
from operating activities --                         --                      -5,625,542.69
(RMB)
Net cash flow arising
from operating activities --                         --                              -0.0255
per share (RMB/Share)
Basic earnings per share
                                           0.0059                                    -0.0333
(RMB/Share)
Diluted earnings per
                                           0.0059                                    -0.0333
share (RMB/Share)
Weighted average return                     0.77%                                    -4.23%



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       Shenzhen Tellus Holding Co., Ltd.                                   The Third Quarterly Report for 2012 (Full-text)



on equity (%)
Weighted average return
on equity after deducting
                                           0.78%                                      -4.22%
non-recurring gains and
losses (%)
Items and amount with non-recurring gains/losses deducted
√Applicable □ Not applicable
                                                          Amount from
                         Item                             year-begin to                        Note
                                                        period-end (RMB)
                                                                          Mainly refers to the losses from
Gains and losses from disposal of non-current
                                                               -18,383.43 disposal of fixed assets by Huari
assets
                                                                          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
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 charge received from
non-financial enterprises that reckon into current              57,083.31 associated 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



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        Shenzhen Tellus Holding Co., Ltd.                                    The Third Quarterly Report for 2012 (Full-text)



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
                                                                  6,496.74
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                                                            45,196.62                         --
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 of self-operation
status
                                Amount involved
           Item                                                                     Note
                                   (RMB)


(II) Total shareholders at period-end and top ten shareholders

Total       number         of
shareholders                                                                                                      17,718
at the end of report period
             Particulars about the shares held by the top ten shareholders with unrestricted conditions
                                  Amount of unrestricted              Type/amount of shares
         Shareholders
                                 shares held at period-end           Type                                  Amount
Shenzhen SDG Co., Ltd.                        131,283,504 RMB common share                                  131,283,504
TEACHER
RETIREMENT SYSTEM                                1,151,200 Domestically listed foreign share                   1,151,200
OF TEXAS TRB2
Ling Fengyuan                                      512,858 Domestically listed foreign share                     512,858
THE FISRT SHANGHAI
                                                   507,478 Domestically listed foreign share                     507,478
SECURITIES CO., LTD.
Zhang Xiaoming                                     463,961 RMB common share                                      463,961
Kan Hui                                            369,126 RMB common share                                      369,126
Wang Shaoying                                      338,498 Domestically listed foreign share                     338,498
Chen Shufen                                        308,300 RMB common share                                      308,300
He Xin                                             304,500 Domestically listed foreign share                     304,500
Qiu Junfei                                         266,600 RMB common share                                      266,600
Explanation on
shareholders



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    III. Significant events
    (I) Particulars about material changes in items of main accounting statement and financial
    index, and explanations of reasons
    √Applicable □Not applicable
                          Amount at          Amount at
        Item                                                     +,- amount      +,- scope                     Note
                          period-end        period-begin
Account      paid    in                                                                       Account for vehicles purchased
                        31,988,600.88           12,953,848.48    19,034,752.40      146.9%
 advance                                                                                      paid in advance increased
Other           account
                        29,333,430.29           11,043,423.52    18,290,006.77      165.6% Business-running funds increased
receivable
Inventory               47,012,759.45           30,218,346.71    16,794,412.74       55.6% Auto’s inventory increased
Construction         in                                                                    Continues        investment      in
                         5,305,738.68            2,461,073.03     2,844,665.65      115.6%
progress                                                                                   un-completed construction
Short-term loans        64,081,155.00           42,792,388.00    21,288,767.00       49.7% Short-term loans incresed
Other account payable 124,348,473.55            94,803,075.42    29,545,398.13       31.2% Business-running funds increased
Non-current liability                                                                      Long-term loans with one year due
                         6,000,000.00           88,020,000.00 -82,020,000.00        -93.2%
due within one yera                                                                        was paid
                                          Amount at same
                       Amount at this
        Item                               period of last        +,- amount      +,- scope                     Note
                          period
                                               yera
                                                                                            Accrual of investment gains in
Investment gains          -2,067,805.33          3,965,906.54    -6,033,711.87    -152.14% Zung Fu by equity method
                                                                                            decreased
                                                                                            Gains from disposal of fixed assets
Non-operating income          69,123.97             39,353.02       29,770.95        75.7%
                                                                                            increased in this period
                                                                                            Other items of non-operating
Non-operating
                              81,010.66            159,475.00       -78,464.34      -49.2% expenditure increased at same
 expenditure
                                                                                            period of last year
Net cash flow arising                                                                       Cash received from goods sales and
from        operating -5,625,542.69             -19,262,330.04   13,636,787.35            - labor service provided increased in
activities                                                                                  this period
Net cash flow arising
from        financing 8,868,006.27              -13,268,637.82   22,136,644.09               - Bank loans increased in this period
activities
    (II) Progress of significant events, their influences, and analysis and explanation of their
    solutions

    1. Qualified opinion
    √Applicable □ Not applicable
    The company's auditing agency---China Audit International Certified Public Accountants LTD.
    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, Tellus Group has not signed the agreement with Agriculture Bank of China of Shenzhen
    that the reconciliation of Tellus 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.




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      Shenzhen Tellus Holding Co., Ltd.                                   The Third Quarterly Report for 2012 (Full-text)



2. Particular about fund offers to controlling shareholders or associated parties and external
guarantee that against the regulation.

□Applicable √ Not applicable

3. Particular about signing and implementation on significant contracts of ordinary
management.

□Applicable √ Not applicable

4. Other

□Applicable √Not applicable
(III) 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
                                                                                                   Com
                                                                                                        Imple
                                                                                        Commitment mitm
     Commitments             Accepter                      Contents                                      ment
                                                                                           date     ent
                                                                                                         ation
                                                                                                   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
                          Shenzhen                                                                              Imple
                                          level of Tellus).
Share Merger Reform       SDG Co.,                                                      2005-12-29              menti
                                          (3) The administration level would abide by
                          Ltd.                                                                                  ng
                                          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
                                          losses suffered thereafter”.
                                          (5) SDG declared: “The Promiser would
                                          dutifully fulfill its commitments and
                                          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


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      Shenzhen Tellus Holding Co., Ltd.                                    The Third Quarterly Report for 2012 (Full-text)



                                          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
                                          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 acquisition or                    N/A
equity change
Commitments in assets
                                     N/A
replacement
Commitments made in
                                     N/A
issuing
Other commitments for
medium and small                     N/A
shareholders
Completed on time or
                      √Yes □No □Not applicable
not
Detail reasons for
un-complement and     N/A
further plan


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        Shenzhen Tellus Holding Co., Ltd.                        The Third Quarterly Report for 2012 (Full-text)



Whether made a
promise to horizontal
competition and related □Yes □No √Not applicable
transactions that resulted
or not
Solution term promised N/A
Solution way                 N/A
Complementation              Implementing

(IV) Estimation of operation performance for year of 2012

Estimation of accumulative net profit from the beginning of the year to the end of next report period
to be loss probably or the warning of its material change compared with the corresponding period of
the last year and explanation of reason
□Applicable           √Not applicable

(V) Particulars about other significant events which needed explanations
1. Particular about security investment
□Applicable          √Not applicable

2. Particulars about derivatives investment

□Applicable                √Not applicable

3. Particulars about the positions of derivatives investment at the end of report period

□Applicable         √Not applicable
4. Registration form of receiving research, communication and interview in the report period
                                                                                  Content
                                                                               discussed and
     Date            Place            Way          Type           Object
                                                                                documents
                                                                                  provided


5. Corporate bond issuance

Whether corporate bond issued or not
□ Yes √ Not


IV. Appendix

(I) Financial statement

Whether consolidated statement or not:
√ Yes □ No
Unless otherwise, currency for this statement refers to CNY (RMB)
1. Consolidated Balance Sheet
Prepared by Shenzhen Tellus Holding Co., Ltd
                                                                                                 Unit: RMB


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       Shenzhen Tellus Holding Co., Ltd.                            The Third Quarterly Report for 2012 (Full-text)



                  Items                    Balance at period-end              Balance at period-begin
Current assets:
Monetary funds                                           65,496,362.36                           55,926,573.46
Settlement provisions
Capital lent
Transaction finance asset
Notes receivable
Accounts receivable                                       7,247,651.00                            6,926,224.94
Accounts paid in advance                                 31,988,600.88                           12,953,848.48
Insurance receivable
Reinsurance receivables
Contract reserve       of    reinsurance
receivable
Interest receivable
Dividend receivable
Other receivables                                        29,333,430.29                           11,043,423.52
Purchase restituted finance asset
Inventories                                              47,012,759.45                           30,218,346.71
Non-current asset due within one
year
Other current assets
Total current assets                                    181,078,803.98                         117,068,417.11
Non-current assets:
Granted loans and advances
Finance asset available for sales                         1,176,274.00                            1,374,249.25
Held-to-maturity investment                                 121,300.00                              121,300.00
Long-term account receivable                              2,311,548.75                            2,341,645.69
Long-term equity investment                             146,675,804.82                         143,657,138.71
Investment real estate                                  104,491,857.16                         108,421,268.41
Fixed assets                                            158,436,359.71                         164,608,682.41
Construction in progress                                  5,305,738.68                            2,461,073.03
Engineering material
Disposal of fixed asset
Productive biological asset
Oil and gas asset
Intangible assets                                           120,963.60                              164,088.54
Expense   on           Research     and
Development
Goodwill
Long-term         expenses     to    be
                                                          1,012,174.65                              846,883.52
apportioned
Deferred income tax asset                                29,628,521.48                           29,628,521.48
Other non-current asset


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        Shenzhen Tellus Holding Co., Ltd.               The Third Quarterly Report for 2012 (Full-text)



Total non-current asset                     449,280,542.85                         453,624,851.04
Total assets                                630,359,346.83                         570,693,268.15
Current liabilities:
Short-term loans                             64,081,155.00                           42,792,388.00
Loan from central bank
Absorbing deposit and interbank
deposit
Capital borrowed
Transaction financial liabilities
Notes payable                                 2,068,428.96
Accounts payable                             44,073,195.07                           22,950,543.71
Accounts received in advance                  9,716,226.31                            2,070,889.22
Selling financial asset of repurchase
Commission charge and commission
payable
Wage payable                                  8,759,006.42                           13,285,537.39
Taxes payable                                 6,859,632.30                            7,627,833.60
Interest payable
Dividend payable
Other accounts payable                      124,348,473.55                           94,803,075.42
Reinsurance payables
Insurance contract reserve
Security trading of agency
Security sales of agency
Non-current liabilities due within 1
                                              6,000,000.00                           88,020,000.00
year
Other current liabilities
Total current liabilities                   265,906,117.61                         271,550,267.34
Non-current liabilities:
Long-term loans                              79,000,000.00                            4,680,000.00
Bonds payable
Long-term account payable                     3,920,160.36                            3,920,160.36
Special accounts payable
Projected liabilities                        87,568,728.57                           87,568,728.57
Deferred income tax liabilities               1,592,459.86                            1,592,459.86
Other non-current liabilities
Total non-current liabilities               172,081,348.79                           97,761,348.79
Total liabilities                           437,987,466.40                         369,311,616.13
Owner’s equity (or shareholders’
equity):
Paid-up capital (or share capital)          220,281,600.00                         220,281,600.00
Capital public reserve                        8,371,476.55                            8,569,451.80
Less: Inventory shares


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       Shenzhen Tellus Holding Co., Ltd.                            The Third Quarterly Report for 2012 (Full-text)



Reasonable reserve
Surplus public reserve                                    2,952,586.32                            2,952,586.32
Provision of general risk
Retained profit                                         -61,774,608.08                          -54,437,738.61
Balance difference          of   foreign
currency translation
Total owner’s equity attributable to
                                                        169,831,054.79                         177,365,899.51
parent company
Minority interests                                       22,540,825.64                           24,015,752.51
Total owner’s equity(or
                                                        192,371,880.43                         201,381,652.02
shareholders’ equity)
Total liabilities and owner’s
                                                        630,359,346.83                         570,693,268.15
equity(or shareholders’ equity)
Legal representative: Zhang Ruili
Person in charge of accounting works: Luo Bojun
Chief Financial Officer: Fu Bin
Person in charge of accounting institution: Ke Wensheng

2. Balance Sheet of parent company
Prepared by Shenzhen Tellus Holding Co., Ltd
                                                                                                    Unit: RMB
                  Item                     Balance at period-end              Balance at period-begin
Current assets:
Monetary funds                                            2,953,626.89                                64,442.86
Transaction finance asset
Notes receivable
Accounts receivable
Accounts paid in advance
Interest receivable
Dividend receivable
Other receivables                                        35,775,763.05                           19,567,834.67
Inventories
Non-current asset due within one
year
Other current assets
Total current assets                                     38,729,389.94                           19,632,277.53
Non-current assets:
Finance asset available for sales                         1,176,274.00                            1,374,249.25
Held-to-maturity investment
Long-term account receivable                              2,311,548.75                            2,341,645.69
Long-term equity investment                             374,779,828.95                         380,032,015.02
Investment real estate                                   59,625,620.76                           61,849,532.64
Fixed assets                                             18,885,967.12                           19,484,310.81
Construction in progress                                    186,894.60                              164,326.32



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        Shenzhen Tellus Holding Co., Ltd.               The Third Quarterly Report for 2012 (Full-text)



Engineering material
Disposal of fixed asset
Productive biological asset
Oil and gas asset
Intangible assets                                89,296.86                              124,921.83
Expense   on            Research     and
Development
Goodwill
Long-term           expenses    to    be
                                               117,203.44                                 52,590.22
apportioned
Deferred income tax asset                    14,094,084.22                           14,094,084.22
Other non-current asset
Total non-current asset                     471,266,718.70                         479,517,676.00
Total assets                                509,996,108.64                         499,149,953.53
Current liabilities:
Short-term loans                             24,544,160.00                           14,544,160.00
Transaction financial liabilities
Notes payable
Accounts payable
Accounts received in advance
Wage payable                                   107,799.34                             3,056,874.78
Taxes payable                                  273,977.89                               281,051.07
Interest payable
Dividend payable
Other accounts payable                      244,429,854.21                         221,249,246.62
Non-current liabilities due within 1
                                              6,000,000.00                           41,480,000.00
year
Other current liabilities
Total current liabilities                   275,355,791.44                         280,611,332.47
Non-current liabilities:
Long-term loans                              30,000,000.00                            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               117,867,677.33                           92,547,677.33
Total liabilities                           393,223,468.77                         373,159,009.80
Owner’s equity (or shareholders’
equity):
Paid-up capital (or share capital)          220,281,600.00                         220,281,600.00
Capital public reserve                        5,178,053.27                              5,376,028.52



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       Shenzhen Tellus Holding Co., Ltd.                            The Third Quarterly Report for 2012 (Full-text)



Less: Inventory shares
Reasonable reserve
Surplus public reserve                                    2,952,586.32                            2,952,586.32
General risk reserve
Retained profit                                        -111,639,599.72                        -102,619,271.11
Balance difference of foreign
currency translation
Total owner’s equity(or
                                                        116,772,639.87                         125,990,943.73
shareholders’ equity)
Total liabilities and owner’s
                                                        509,996,108.64                         499,149,953.53
equity(or shareholders’ equity)
Legal representative: Zhang Ruili
Person in charge of accounting works: Luo Bojun
Chief Financial Officer: Fu Bin
Person in charge of accounting institution: Ke Wensheng

3. Consolidated Profit Statement (this report period)
Prepared by Shenzhen Tellus Holding Co., Ltd
                                                                                                    Unit: RMB
                   Item                    Amount in this period               Amount in last period
I. Total operating income                               110,208,829.79                         106,827,513.58
Including: Operating income                             110,208,829.79                         106,827,513.58
Interest income
Insurance gained
Commission charge and commission
income
II. Total operating cost                                112,314,052.20                         109,433,240.61
Including: Operating cost                                92,800,282.25                           89,360,689.46
Interest expense
Commission charge and commission
expense
Cash surrender value
Net amount          of     expense   of
compensation
Net amount of withdrawal             of
insurance contract reserve
Bonus expense of guarantee slip
Reinsurance expense
Operating tax and extras                                  1,269,228.40                            1,242,084.29
Sales expenses                                            5,577,422.40                            5,798,499.57
Administration expenses                                  10,405,910.41                           10,576,673.05
Financial expenses                                        2,261,208.74                            2,455,294.24
Losses of devaluation of asset
Add: Changing income of fair
value(Loss is listed with “-”)



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       Shenzhen Tellus Holding Co., Ltd.                               The Third Quarterly Report for 2012 (Full-text)



Investment income (Loss is listed
                                                          2,929,398.71                                   28,071.96
with “-”)
Including: Investment income on
                                                          2,929,398.71                               3,954,724.48
affiliated company and joint venture
Exchange income (Loss is listed
with “-”)
III. Operating profit (Loss is listed
                                                            824,176.30                              -2,577,655.07
with “-”)
Add: Non-operating income                                    35,541.77                                   17,958.18
Less: Non-operating expense                                  59,707.86
Including:    Disposal        loss   of
                                                             44,264.30                                             0
non-current asset
IV. Total Profit (Loss is listed with
                                                            800,010.21                              -2,559,696.89
“-”)
Less: Income tax expense                                    151,299.33                                 136,038.76
V. Net profit (Net loss is listed with
                                                            648,710.88                              -2,695,735.65
“-”)
Including: net profit realized
before consolidation by mergered
party
Net profit attributable to owner’s of
                                                          1,300,445.28                              -2,136,576.17
parent company
Minority shareholders’ gains and
                                                           -651,734.40                                -559,159.48
losses
VI. Earnings per share                              --                                        --
i. Basic earnings per share                                        0.0059                                  -0.0097
ii. Diluted earnings per share                                     0.0059                                  -0.0097
VII. Other consolidated income                              -87,989.00                                -226,919.00
VIII. Total comprehensive income                            560,721.88                              -2,922,654.65
Total consolidated income
attributable to owners of parent                          1,212,456.28                              -2,363,495.17
company
Total consolidated income
                                                          -651,734.40                          -559,159.48
attributable to minority 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: Luo Bojun
Chief Financial Officer: Fu Bin
Person in charge of accounting institution: Ke Wensheng
4. Profit Statement of parent company (this report period)
Prepared by Shenzhen Tellus Holding Co., Ltd
                                                                                                       Unit: RMB
                Items                      Amount in this period                  Amount in last period
I. Operating income                                       3,628,501.23                               3,291,110.06
Less: operating cost                                        951,467.45                                 978,100.20
Operating tax and extras                                    203,196.07                                 190,861.20



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       Shenzhen Tellus Holding Co., Ltd.                             The Third Quarterly Report for 2012 (Full-text)



Sales expenses
Administration expenses                                    4,012,434.88                            3,951,874.59
Financial expenses                                         1,279,897.17                            1,018,628.31
Losses of devaluation of asset
Add: Changing income of fair
value(Loss is listed with “-”)
Investment income (Loss is listed
                                                           2,898,413.10                            4,207,199.68
with “-”)
Including: Investment income on
                                                           2,898,413.10                            3,769,452.20
affiliated company and joint venture
II. Operating profit (Loss is listed
                                                              79,918.76                            1,358,845.44
with “-”)
Add: Non-operating income
Less: Non-operating expense
Including:     Disposal      loss    of
non-current asset
III. Total Profit (Loss is listed with
                                                              79,918.76                            1,358,845.44
“-”)
Less: Income tax expense
IV. Net profit (Net loss is listed with
                                                              79,918.76                            1,358,845.44
“-”)
V. Earnings per share                               --                                      --
i. Basic earnings per share
ii. Diluted earnings per share
VI. Other consolidated income                                -87,989.00                             -226,919.00
VII. Total comprehensive income                               -8,070.24                            1,131,926.44
Legal representative: Zhang Ruili
Person in charge of accounting works: Luo Bojun
Chief Financial Officer: Fu Bin
Person in charge of accounting institution: Ke Wensheng

5. Consolidated profit statement (year-begin to end of this period)

Prepared by Shenzhen Tellus Holding Co., Ltd
                                                                                                     Unit: RMB
                 Item                      Amount in this period                Amount in last period
I. Total operating income                               304,491,497.23                       284,874,678.96
Including: Operating income                              304,491,497.23                          284,874,678.96
Interest income
Insurance gained
Commission charge and commission
income
II. Total operating cost                                 311,440,852.94                          290,702,003.82
Including: Operating cost                                254,918,519.14                          233,563,951.48
Interest expense
Commission charge and commission
expense



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       Shenzhen Tellus Holding Co., Ltd.                   The Third Quarterly Report for 2012 (Full-text)



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                         3,730,676.60                            3,515,217.10
Sales expenses                                  15,351,773.30                           16,052,874.89
Administration expenses                         30,779,170.61                           30,793,764.47
Financial expenses                               6,660,713.29                            6,776,195.88
Losses of devaluation of asset
Add: Changing income of fair
value(Loss is listed with “-”)
Investment income (Loss is listed
                                                -2,067,805.33                            3,965,906.54
with “-”)
Including: Investment income on
                                                -2,116,430.83                            7,858,984.31
affiliated company and joint venture
Exchange income (Loss is listed
with “-”)
III. Operating profit (Loss is listed
                                                -9,017,161.04                           -1,861,418.32
with “-”)
Add: Non-operating income                          69,123.97                                 39,353.02
Less: Non-operating expense                        81,010.66                               159,475.00
Including:    Disposal        loss   of
                                                   65,519.30                                           0
non-current asset
IV. Total Profit (Loss is listed with
                                                -9,029,047.73                           -1,981,540.30
“-”)
Less: Income tax expense                          442,748.61                               343,058.26
V. Net profit (Net loss is listed with
                                                -9,471,796.34                           -2,324,598.56
“-”)
Including: net profit realized
before consolidation by mergered
party
Net profit attributable to owner’s of
                                                -7,336,869.47                           -1,634,236.62
parent company
Minority shareholders’ gains and
                                                -2,134,926.87                             -690,361.94
losses
VI. Earnings per share                     --                                     --
i. Basic earnings per share                           -0.0333                                  -0.0074
ii. Diluted earnings per share                        -0.0333                                  -0.0074
VII. Other consolidated income                    -197,975.25                             -202,606.25
VIII. Total comprehensive income                -9,669,771.59                           -2,527,204.81
Total consolidated income
attributable to owners of parent                -7,534,844.72                           -1,836,842.87
company



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       Shenzhen Tellus Holding Co., Ltd.                            The Third Quarterly Report for 2012 (Full-text)



Total consolidated income
                                                        -2,134,926.87                          -690,361.94
attributable to minority 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: Luo Bojun
Chief Financial Officer: Fu Bin
Person in charge of accounting institution: Ke Wensheng
6. Profit Statement of parent company (year-begin to end of this period)
Prepared by Shenzhen Tellus Holding Co., Ltd
                                                                                                    Unit: RMB
                 Items                     Amount in this period               Amount in last period
I. Operating income                                      10,626,985.94                            9,850,148.29
Less: operating cost                                      3,151,492.94                            3,003,280.60
Operating tax and extras                                    595,111.23                              551,608.31
Sales expenses
Administration expenses                                  11,428,512.48                           10,954,415.08
Financial expenses                                        2,883,540.39                            2,966,031.65
Losses of devaluation of asset
Add: Changing income of fair
value(Loss is listed with “-”)
Investment income (Loss is listed
                                                         -1,588,657.51                            7,981,258.83
with “-”)
Including: Investment income on
                                                         -1,637,283.01                            7,509,936.60
affiliated company and joint venture
II. Operating profit (Loss is listed
                                                         -9,020,328.61                              356,071.48
with “-”)
Add: Non-operating income                                                                              5,471.90
Less: Non-operating expense
Including:     Disposal      loss    of
non-current asset
III. Total Profit (Loss is listed with
                                                         -9,020,328.61                              361,543.38
“-”)
Less: Income tax expense
IV. Net profit (Net loss is listed with
                                                         -9,020,328.61                              361,543.38
“-”)
V. Earnings per share                               --                                     --
i. Basic earnings per share
ii. Diluted earnings per share
VI. Other consolidated income                              -197,975.25                             -202,606.25
VII. Total comprehensive income                          -9,218,303.86                              158,937.13
Legal representative: Zhang Ruili
Person in charge of accounting works: Luo Bojun
Chief Financial Officer: Fu Bin
Person in charge of accounting institution: Ke Wensheng
7. Consolidated Cash Flow Statement (year-begin to end of this period)
Prepared by Shenzhen Tellus Holding Co., Ltd
                                                                                                    Unit: RMB


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       Shenzhen Tellus Holding Co., Ltd.                            The Third Quarterly Report for 2012 (Full-text)



                 Item                      Amount in this period               Amount in last period
I. Cash flows arising from operating
activities:
Cash      received      from    selling
commodities and providing labor                         348,535,399.61                         281,498,363.96
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
                                                         48,184,668.47                           57,866,544.79
operating activities
Subtotal of cash inflow arising from
                                                        396,720,068.08                         339,364,908.75
operating activities
Cash        paid    for     purchasing
commodities and receiving labor                         279,191,865.03                         246,838,580.58
service
Net increase of customer loans and
advances
Net increase of deposits in central
bank and interbank
Cash paid for original insurance
contract compensation
Cash paid for interest, commission
charge and commission
Cash paid for bonus of guarantee
slip
Cash paid to/for staff and workers                       38,645,593.26                           41,070,945.58
Taxes paid                                               17,461,953.74                           14,755,872.96
Other      cash    paid   concerning
                                                         67,046,198.74                           55,961,839.67
operating activities
Subtotal of cash outflow arising
                                                        402,345,610.77                         358,627,238.79
from operating activities
Net cash flows arising from
                                                         -5,625,542.69                          -19,262,330.04
operating activities
II. Cash flows arising from investing
activities:
Cash received from recovering



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       Shenzhen Tellus Holding Co., Ltd.               The Third Quarterly Report for 2012 (Full-text)



investment
Cash received from investment
                                             3,653,625.50                            5,721,322.23
income
Net cash received from disposal of
fixed, intangible and other long-term        6,241,000.00                                   270.00
assets
Net cash received from disposal of
                                                                                     7,431,600.00
subsidiaries and other units
Other cash received concerning
                                              250,000.00
investing activities
Subtotal of cash inflow from
                                            10,144,625.50                           13,153,192.23
investing activities
Cash paid for purchasing fixed,
                                             3,508,143.79                            3,916,507.99
intangible and other long-term assets
Cash paid for investment                                                             1,200,000.00
Net increase of mortgaged loans
Net cash received from subsidiaries
and other units
Other cash paid concerning investing
                                              308,960.00
activities
Subtotal of cash outflow from
                                             3,817,103.79                            5,116,507.99
investing activities
Net cash flows arising from
                                             6,327,521.71                            8,036,684.24
investing activities
III. Cash flows arising from
financing activities
Cash received from absorbing
                                              660,000.00
investment
Including: Cash received from
absorbing minority shareholders’             660,000.00
investment by subsidiaries
Cash received from loans                   204,200,000.00                           22,000,000.00
Cash received from issuing bonds
Other cash received concerning
                                                                                         28,364.02
financing activities
Subtotal of cash inflow from
                                           204,860,000.00                           22,028,364.02
financing activities
Cash paid for settling debts               190,509,251.67                           30,480,834.00
Cash paid for dividend and profit
                                             5,482,742.06                            4,816,167.84
distributing or interest paying
Including: Dividend and profit of
minority shareholder paid by
subsidiaries
Other cash paid concerning
financing activities
Subtotal of cash outflow from
                                           195,991,993.73                           35,297,001.84
financing activities
Net cash flows arising from
                                             8,868,006.27                          -13,268,637.82
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
                                             9,569,788.90                          -24,497,400.36
equivalents



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       Shenzhen Tellus Holding Co., Ltd.                            The Third Quarterly Report for 2012 (Full-text)



Add: Balance of cash and cash
                                                         55,926,573.46                           69,122,979.84
equivalents at the period -begin
VI. Balance of cash and cash
                                                         65,496,362.36                           44,625,579.48
equivalents at the period -end
Legal representative: Zhang Ruili
Person in charge of accounting works: Luo Bojun
Chief Financial Officer: Fu Bin
Person in charge of accounting institution: Ke Wensheng
8. Cash Flow Statement of parent company (year-begin to end of this period)
Prepared by Shenzhen Tellus Holding Co., Ltd
                                                                                                    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                             371,040.00                              562,701.44
services
Write-back of tax received
Other cash received concerning
                                                         72,161,072.39                           17,843,073.55
operating activities
Subtotal of cash inflow arising from
                                                         72,532,112.39                           18,405,774.99
operating activities
Cash paid for purchasing
commodities and receiving labor
service
Cash paid to/for staff and workers                        8,317,965.18                            8,559,834.63
Taxes paid                                                2,344,970.57                            2,207,090.80
Other      cash    paid    concerning
                                                         56,441,143.79                            2,640,021.76
operating activities
Subtotal of cash outflow arising
                                                         67,104,079.54                           13,406,947.19
from operating activities
Net cash flows arising from
                                                          5,428,032.85                            4,998,827.80
operating activities
II. Cash flows arising from investing
activities:
Cash received from recovering
investment
Cash received from investment
                                                             48,625.50                              471,322.23
income
Net cash received from disposal of
fixed, intangible and other long-term
assets
Net cash received from disposal of
subsidiaries and other units
Other cash received concerning
investing activities
Subtotal of cash inflow from
                                                             48,625.50                              471,322.23
investing activities
Cash paid for purchasing fixed,
                                                             57,014.28                                72,861.64
intangible and other long-term assets
Cash paid for investment
Net cash received from subsidiaries
and other units



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       Shenzhen Tellus Holding Co., Ltd.                         The Third Quarterly Report for 2012 (Full-text)



Other cash paid concerning investing
activities
Subtotal of cash outflow from
                                                          57,014.28                                72,861.64
investing activities
Net cash flows arising from
                                                          -8,388.78                              398,460.59
investing activities
III. Cash flows arising from
financing activities
Cash received from absorbing
investment
Cash received from loans                           60,000,000.00
Cash received from issuing bonds
Other cash received concerning
financing activities
Subtotal of cash inflow from
                                                   60,000,000.00                                         0.00
financing activities
Cash paid for settling debts                       60,160,000.00                               3,360,000.00
Cash paid for dividend and profit
                                                    2,370,480.21                               2,102,695.50
distributing or interest paying
Other     cash     paid     concerning
financing activities
Subtotal of cash outflow from
                                                   62,530,480.21                               5,462,695.50
financing activities
Net cash flows arising from
                                                    -2,530,480.21                             -5,462,695.50
financing activities
IV. Influence on cash and cash
equivalents due to fluctuation in                            20.17
exchange rate
V. Net increase of cash and cash
                                                    2,889,184.03                                  -65,407.11
equivalents
Add: Balance of cash and cash
                                                          64,442.86                              324,541.62
equivalents at the period -begin
VI. Balance of cash and cash
                                                    2,953,626.89                                 259,134.51
equivalents at the period -end
Legal representative: Zhang Ruili
Person in charge of accounting works: Luo Bojun
Chief Financial Officer: Fu Bin
Person in charge of accounting institution: Ke Wensheng

(II) Auditing Report

Auditing Opinion            N/A
Text of auditing report
Nil




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Shenzhen Tellus Holding Co., Ltd.              The Third Quarterly Report for 2012 (Full-text)




                                    Chairman of the Board: Zhang Ruili




                                                  Board of Directors of
                                             ShenZhen Tellus Holding Co., Ltd.
                                                      October 22, 2012




                                                                                           21