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% 1 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 2 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 3 Shenzhen Tellus Holding Co., Ltd. The Third Quarterly Report for 2012 (Full-text) 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. 4 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 5 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 6 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 7 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 8 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 9 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 10 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 11 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 “-”) 12 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 13 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 14 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 15 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 16 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 17 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 18 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 19 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 20 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