意见反馈 手机随时随地看行情

公司公告

特 力B:2013年第一季度报告全文(英文版)2013-04-23  

						Shenzhen Tellus Holding Co., Ltd.                             First Quarterly Report 2013 (Full-Text)




                         Shenzhen Tellus Holding Co., Ltd.
                                    First Quarterly Report 2013




                                            April 2013




                                                                                                   1
 Shenzhen Tellus Holding Co., Ltd.                                                 First Quarterly Report 2013 (Full-Text)




                                     Section 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 should guarantee the reality, accuracy and
completion of the quarterly report, there are no any fictitious statements, misleading statements or important
omissions carried in this report, and shall take legal responsibilities, individual and/or joint.


Zhang Ruili, Person in charge of the Company, Luo Bojun, person in charger of accounting works, CFO Fu Bin
and Ke Wensheng, person in charger of accounting organ (accounting officer) hereby confirm that the Financial
Report of this Quarterly Report is authentic, accurate and complete.


All Directors are attended the Board Meeting for Quarterly Report deliberation.




                                                                                                                        2
  Shenzhen Tellus Holding Co., Ltd.                                                            First Quarterly Report 2013 (Full-Text)




          Section II. Main financial data and changes of shareholders

I. Main financial data

Whether has retroactive adjustment or re-statement on financial data of previous’ period in this report or not
□Yes √ No
                                                                                                            Changes of this period over
                                                   Jan. – March 2013            Jan. – March 2012
                                                                                                            same period of last year (%)

Operating income (RMB)                                     111,783,990.45                   95,887,355.30                         16.58%
Net profit attributable to shareholders of
                                                              4,533,841.25                  -2,215,133.02
the listed company(RMB)
Net profit attributable to shareholders of
the listed company after deducting                           -2,613,488.92                  -2,209,157.83
non-recurring gains and losses(RMB)
Net cash flow arising from operating
                                                             -4,583,172.09                -15,234,783.72
activities(RMB)

Basic earnings per share (RMB/Share)                                 0.0206                       -0.0101
Diluted earnings per share (RMB/Share)                               0.0206                       -0.0101
Weighted average ROE (%)                                             2.43%                        -1.26%

                                                                                                             Changes of this period-end
                                                       2013-3-31                     2012-12-31             over same period-end of last
                                                                                                                      year (%)
Total assets (RMB)                                         630,434,380.25                644,911,292.00                            -2.24%
Net assets attributable to shareholder of
                                                           189,079,574.86                184,675,401.61                              2.38%
listed company (RMB)

Items of non-recurring gains and losses
√ Applicable    □ Not applicable
                                                                                                                                 Unit: RMB
                                                                        Amount from year-begin to
                                Item                                                                                 Note
                                                                               period-end

                                                                                                       Including disposal income RMB
                                                                                                       7,047,484.48 from selling the real
Gains/losses from the disposal of non-current asset (including the                                     estate from subsidiary Auto
                                                                                      7,207,310.35
write-off that accrued for impairment of assets)                                                       Industrial and Trading
                                                                                                       Company—9 sets of property
                                                                                                       locates in Dongfeng Building

Other non-operating income and expenditure except for the
                                                                                            4,750.17
aforementioned items
Impact on minority shareholders’ equity (post-tax)                                       64,730.35


                                                                                                                                             3
 Shenzhen Tellus Holding Co., Ltd.                                                             First Quarterly Report 2013 (Full-Text)


Total                                                                                  7,147,330.17                    --

II. Total number of shareholders at the end of this report period and top ten shareholders
                                                                                                                                 Unit: Share
Total number of shareholders
                                                                                                                                    16,747
at the end of report period

                                                         Top ten shareholders
                                                                                  Amount of
  Shareholder’s        Nature of       Proportion of     Amount of shares                            Number of share pledged/frozen
                                                                                restricted shares
        name          shareholder      shares held (%)          held                                  State of share        Amount
                                                                                      held

Shenzhen SDG       State-owned legal
                                               66.22%          145,870,560            14,587,056
Co., Ltd.          person

                   Domestic natural
Wu Yongchun                                      0.42%             924,696
                   person

                   Domestic natural
Ling Fengyuan                                    0.23%             514,758
                   person

                   Domestic natural
Zeng Weimei                                      0.22%             488,896
                   person

                   Domestic natural
Xiang Furong                                     0.22%             480,001
                   person

The First
Shanghai           Foreign legal
                                                 0.22%             479,177
Securities Co.,    person
Ltd.

                   Domestic natural
Zhang Xiaoming                                   0.21%             463,961
                   person

                   Domestic natural
Li Taoran                                         0.2%             437,758
                   person

                   Domestic natural
Kan Hui                                          0.17%             369,126
                   person

                   Domestic natural
Wang Shaoying                                    0.15%             339,400
                   person

                                        Top ten shareholders with unrestricted shares held
                                                                                                                Type of shares
          Shareholder’s name                  Amount of unrestricted shares held
                                                                                                             Type           Amount

                                                                                                    RMB ordinary
Shenzhen SDG Co., Ltd.                                                              131,283,504                             131,283,504
                                                                                                    shares

                                                                                                    RMB ordinary
Wu Yongchun                                                                              924,696                                  924,696
                                                                                                    shares

Ling Fengyuan                                                                            514,758 Domestically                     514,758



                                                                                                                                             4
 Shenzhen Tellus Holding Co., Ltd.                                                          First Quarterly Report 2013 (Full-Text)


                                                                                                listed foreign
                                                                                                shares

                                                                                                RMB ordinary
Zeng Weimei                                                                           488,896                                488,896
                                                                                                shares

                                                                                                RMB ordinary
Xiang Furong                                                                          480,001                                480,001
                                                                                                shares

                                                                                                Domestically
The First Shanghai Securities Co.,
                                                                                      479,177 listed foreign                 479,177
Ltd.
                                                                                                shares

                                                                                                RMB ordinary
Zhang Xiaoming                                                                        463,961                                463,961
                                                                                                shares

                                                                                                RMB ordinary
Li Taoran                                                                             437,758                                437,758
                                                                                                shares

                                                                                                RMB ordinary
Kan Hui                                                                               369,126                                369,126
                                                                                                shares

                                                                                                Domestically
Wang Shaoying                                                                         339,400 listed foreign                 339,400
                                                                                                shares

                                     Among the above the top ten shareholders, Shenzhen SDG Co., Ltd., shareholders of
                                     state-owned legal person’s share, exists no associated relationship with the other shareholders,
Note of related relationship among
                                     and they don’t belong to the consistent actionist regulated by the Management Regulation of
the above shareholders and
                                     Information Disclosure on Change of Shareholding for Listed Companies with the other
concerted actors
                                     shareholders. It is unknown whether the other shareholders of circulation share belong to the
                                     consistent actionist or not.




                                                                                                                                         5
  Shenzhen Tellus Holding Co., Ltd.                                                       First Quarterly Report 2013 (Full-Text)




                                     Section III. Significant Events

I. Particulars about material changes in items of main accounting statement and financial
index and explanations of reasons

(I) Items of balance sheet
1. Advance payments increased 62.67% over that of period-begin, mainly due to the vehicle account paid in
advance from subsidiary Shenzhen Huari Toyota Automobile Sales and Service Co., LTD to FAW Toyota Motor
Sales Co., Ltd increased
2. Other account receivable increased 66.52% over that of period-begin, mainly because current account
increased.
3. Notes payable increased RMB 6,513,591.24 over that of period-begin, mainly due to the newly added
acceptance bill of China CITIC Bank from subsidiary Shenzhen Huari Toyota Automobile Sales and Service Co.,
LTD.
4. Account received in advance decreased 89.41% over that of period-begin, mainly because the carry-over
income from sales of investment real estate was received in advance from subsidiary Shenzhen Automobile
Industrial Trade General Corporation; the account of car sales received in advance at period-end decreased in
Shenzhen Huari Toyota Automobile Sales and Service Co., LTD
5. Dividends payable decreased by 80.61% over that of period-begin, mainly because the dividend payable to
foreign party has been paid by subsidiary Shenzhen Huari Toyota Automobile Sales and Service Co., LTD


(II) Items of profit statement
1. Business tax and additional increased 30.21% over the same period of last year, mainly because RMB 508,300
business tax and additional increased due to the investment real estate sold by subsidiary Shenzhen Automobile
Industrial Trade General Corporation.
2. Financial expense increased 68.43% over the same period of last year, mainly because the increase of the loans
caused the increase of interest expenditure in the period.
3. Investment income decreased 36.83% over the same period of last year, mainly because the loss of joint-stock
company Shenzhen Motors Ind., I/E Co. decreased.
4. Non-operating income increased 633.94% over the same period of last year, the non-operating income in this
year mainly due to the income from disposal of non-current assets from subsidiary Shenzhen Tefa Huari
Automobile Enterprise Co.,Ltd.
5. Non-operating expenditure decreased 81.69% over the same period of last year; disposal of non-current assets
losses RMB 21,000 at same period of last year.
6. Income tax expenses decreased 76.61% over the same period of last year, mainly because the profit of the
subsidiary Shenzhen Zhongtian Industrial Co., Ltd decreased.

II. Analysis and explanation of significant events and their influence and solutions

In the reporting, the 9th extraordinary meeting of 7th session of the board was held on January 8, 2013, deliberating and approving
Proposal of Investment About “Tellus Shuibei Jewelry Building” Project (tentative name), which had been deliberated by the first


                                                                                                                                 6
  Shenzhen Tellus Holding Co., Ltd.                                                                  First Quarterly Report 2013 (Full-Text)


extraordinary shareholders’ general meeting of 2013. Related content can be found in No.2013-004 Notice of Investment Outside and
No.2013-007 Resolution Notice of First extraordinary Shareholders’ General Meeting of 2013.

                                                                                                 Information index for temporary report
                  Overview                                  Date for disclosure
                                                                                                                 disclosure

In the reporting, the 9th extraordinary meeting
of 7th session of the board was held on
January 8, 2013, deliberating and approving
                                                                                               Juchao Website:
Proposal of Investment About “Tellus Shuibei 2013-01-09
                                                                                               http://www.cninfo.com.cn/
Jewelry Building” Project (tentative name).
Related content can be found in No.2013-004
Notice of Investment Outside

On January 24, 2013, the first extraordinary
shareholders’ general meeting of 2013 was
held for deliberating and approving Proposal
of Investment About “Tellus Shuibei Jewelry                                                   Juchao Website:
                                                  2013-01-25
Building” Project (tentative name). Related                                                   http://www.cninfo.com.cn/
content   can be found in No.2013-007
Resolution Notice of First extraordinary
Shareholders’ General Meeting of 2013.

III. Commitments make within the report period or persisted to the period by the Company
or shareholder with over 5 percent shares held
                                                                                                                                  Impleme
     Item of Commitments           Promisee                     Content of commitments                          Date      Term
                                                                                                                                   ntation
                                                  (I)SDG, the shareholder of non-circulating shares,
                                                  made the following 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
                                  Shenzhen        above-mentioned statutory commitment, SDG also
Commitments       for     Share                                                                                         Long     Impleme
                                  SDG Co.,        made the following special commitment: with 36 2005-12-25
Merger Reform                                                                                                           term     nting
                                     Ltd.         months since the day the reform plan starts to take
                                                  effect, SDG would not list at Shenzhen Stock
                                                  Exchange and sell the shares of Tellus it held
                                                  (except for the shares used to promote the
                                                  administration     level         of       Tellus).(3)The
                                                  administration level would abide by the laws,
                                                  regulations and rules, and perform its statutory
                                                  commitment duty. (4) SDG made the commitment:
                                                  “The Promiser hereby promises that, if the
                                                  Promiser failed to fulfill its commitment or not


                                                                                                                                             7
 Shenzhen Tellus Holding Co., Ltd.                                               First Quarterly Report 2013 (Full-Text)


                                     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 incentive mechanism:
                                     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.

Commitments made in
acquisition report or equity
change report

Commitments made in assets
reorganization

Commitments made in initial



                                                                                                                      8
  Shenzhen Tellus Holding Co., Ltd.                                                                       First Quarterly Report 2013 (Full-Text)


public offering or refinancing

Other commitments for small
and medium shareholders of
the company

Perform the commitment
                                   Yes
promptly or not

Make commitment in respect
of the competition and related No
transaction or not

Performance of commitment          Implementing

IV. Predict of the business performance from January to June 2013
Warnings and reasons of the predict that the cumulative net profit from the begin of the year to the end of next report period may be
loss or have great changes comparing with the same period of last year
□Applicable      √Not applicable


IV. Forecast of operation performance from Jan. – June of 2013

□Applicable          √Not applicable

V. Securities Investment

                                                    Amount
                                                       of         Proportio Amount Proportio
                                      Initial       stock-hol        n of       of             n of      Book
                                                                                                                     Gains and
                          Short      investmen ding at            stock-hol stock-hol stock-hol value at
Variety of Code of                                                                                                   loss in the Accounti Source of
                         form of         t            the         ding at the ding at       ding at the the end of
securities securities                                                                                                reporting ng subject   stock
                        securities cost(RM beginning beginning the end of end of the the period
                                                                                                                      (RMB)
                                         B)          of the         of the   the period       period     (RMB)
                                                     period       period (% (Share)            (%)
                                                    (Share)

Total                                        0.00             0       --                0       --           0.00         0.00     --        --

Statement of equity of other listed companies held


VI. Derivative Investment

Derivative investment held at period-end
□Applicable         √Not applicable
Notes
VII. Registration form for receiving research, communication and interview in the report
period
Nil




                                                                                                                                                      9
  Shenzhen Tellus Holding Co., Ltd.                                                     First Quarterly Report 2013 (Full-Text)




                                           Section IV. Financial statement

I. Financial statement
1. Consolidated balance sheet
Prepared by ShenZhen Tellus Holding Co.,Ltd.
                                                                                                                       Unit: RMB

                      Items                        Balance at period-end                     Balance at period-begin

Current assets:

       Monetary funds                                                40,448,975.04                              55,145,531.39

       Settlement provisions

       Capital lent

       Transaction finance asset

       Notes receivable

       Accounts receivable                                            6,018,769.75                               5,779,383.21

       Accounts paid in advance                                      13,756,659.33                               8,453,261.56

       Insurance receivable

       Reinsurance receivables

       Contract reserve of reinsurance
receivable

       Interest receivable

       Dividend receivable

       Other receivables                                             20,472,235.91                              12,294,045.05

       Purchase restituted finance asset

       Inventories                                                   37,982,121.86                              47,813,852.20

       Non-current asset due within one
year

       Other current assets                                           5,749,453.80                               7,495,557.97

Total current assets                                                124,428,215.69                             136,981,631.38

Non-current assets:

       Granted loans and advances

       Finance asset available for sales                              1,462,238.25                               1,591,906.25

       Held-to-maturity securities                                         100,000.00                              100,000.00

       Long-term account receivable

       Long-term equity investment                                  186,194,030.80                             186,572,923.39



                                                                                                                             10
 Shenzhen Tellus Holding Co., Ltd.                               First Quarterly Report 2013 (Full-Text)


     Investment property                         94,279,182.10                           96,666,571.61

     Fixed assets                               154,208,203.25                          156,061,636.80

     Construction in progress                    15,898,353.75                           12,977,929.03

     Engineering material

     Disposal of fixed asset

     Productive biological asset

     Oil and gas asset

     Intangible assets                               92,213.64                              106,588.62

     Expense        on    Research        and
Development

     Goodwill

     Long-term         expenses      to    be
                                                   723,067.99                               803,230.14
apportioned

     Deferred income tax asset                   26,709,762.78                           26,709,762.78

     Other non-current asset                     26,339,112.00                           26,339,112.00

Total non-current asset                         506,006,164.56                          507,929,660.62

Total assets                                    630,434,380.25                          644,911,292.00

Current liabilities:

     Short-term loans                            93,826,654.00                           93,881,155.00

     Loan from central bank

     Absorbing deposit and interbank
deposit

     Capital borrowed

     Transaction financial liabilities

     Notes payable                                6,513,591.24

     Accounts payable                            22,395,002.54                           23,626,617.53

     Accounts received in advance                 3,374,718.05                           31,857,080.49

     Selling     financial        asset    of
repurchase
     Commission           charge          and
commission payable

     Wage payable                                11,716,191.34                           12,581,105.70

     Taxes payable                               12,045,707.10                           11,845,434.44

     Interest payable

     Dividend payable                              282,140.75                             1,455,297.72

     Other accounts payable                     108,780,056.00                           99,275,953.73



                                                                                                     11
  Shenzhen Tellus Holding Co., Ltd.                                 First Quarterly Report 2013 (Full-Text)


       Reinsurance payables

       Insurance contract reserve

       Security trading of agency

       Security sales of agency

       Non-current liabilities due within 1
                                                    12,000,000.00                           12,000,000.00
year

       Other current liabilities

Total current liabilities                          270,934,061.02                          286,522,644.61

Non-current liabilities:

       Long-term loans                             140,000,000.00                          143,000,000.00

       Bonds payable

       Long-term account payable                    12,981,872.24                           12,981,872.24

       Special accounts payable

       Projected liabilities

       Deferred income tax liabilities               1,345,258.91                            1,345,258.91

       Other non-current liabilities

Total non-current liabilities                      154,327,131.15                          157,327,131.15

Total liabilities                                  425,261,192.17                          443,849,775.76

Owner’s      equity     (or     shareholders’
equity):

       Paid-in capital (or share capital)          220,281,600.00                          220,281,600.00

       Capital public reserve                        8,603,026.55                            8,732,694.55

       Less: Inventory shares

       Reasonable reserve

       Surplus public reserve                        2,952,586.32                            2,952,586.32

       Provision of general risk

       Retained profit                             -42,757,638.01                          -47,291,479.26

       Balance      difference     of   foreign
currency translation
Total owner’s equity attributable to
                                                   189,079,574.86                          184,675,401.61
parent company

Minority interests                                  16,093,613.22                           16,386,114.63

Total owner’s equity(or shareholders’
                                                   205,173,188.08                          201,061,516.24
equity)
Total liabilities and owner’s equity(or
                                                   630,434,380.25                          644,911,292.00
shareholders’ equity)
Legal representative: Zhang Ruili
Person in charger of accounting works: Luo Bojun

                                                                                                        12
  Shenzhen Tellus Holding Co., Ltd.                                                   First Quarterly Report 2013 (Full-Text)


CFO: Fu Bin
Person in charger of accounting organ: Ke Wensheng


2. The parent company’s balance sheet
Prepared by ShenZhen Tellus Holding Co.,Ltd.
                                                                                                                     Unit: RMB

                      Items                      Balance at period-end                     Balance at period-begin

Current assets:

       Monetary funds                                               8,336,570.05                               1,614,187.49

       Transaction finance asset

       Notes receivable

       Accounts receivable

       Accounts paid in advance

       Interest receivable

       Dividend receivable

       Other receivables                                           38,389,693.82                              53,031,898.91

       Inventories

       Non-current asset due within one
year

       Other current assets

Total current assets                                               46,726,263.87                              54,646,086.40

Non-current assets:

       Finance asset available for sales                            1,462,238.25                               1,591,906.25

       Held-to-maturity securities

       Long-term account receivable

       Long-term equity investment                                412,623,219.86                             412,739,079.62

       Investment property                                         58,143,012.84                              58,884,316.80

       Fixed assets                                                18,729,045.92                              18,963,289.36

       Construction in progress                                          235,849.10                              235,849.10

       Engineering material

       Disposal of fixed asset

       Productive biological asset

       Oil and gas asset

       Intangible assets                                                  65,546.88                                  77,421.87

       Expense        on      Research   and
Development



                                                                                                                            13
  Shenzhen Tellus Holding Co., Ltd.                               First Quarterly Report 2013 (Full-Text)


       Goodwill

       Long-term        expenses     to     be
                                                      96,520.48                              106,861.96
apportioned

       Deferred income tax asset                  14,064,022.84                           14,064,022.84

       Other non-current asset

Total non-current asset                          505,419,456.17                          506,662,747.80

Total assets                                     552,145,720.04                          561,308,834.20

Current liabilities:

       Short-term loans                           49,544,160.00                           49,544,160.00

       Transaction financial liabilities

       Notes payable

       Accounts payable

       Accounts received in advance

       Wage payable                                3,327,227.98                            3,400,003.58

       Taxes payable                                291,405.62                               286,821.39

       Interest payable

       Dividend payable

       Other accounts payable                    263,859,406.42                          268,460,296.54

       Non-current liabilities due within 1
                                                   6,000,000.00                            6,000,000.00
year

       Other current liabilities

Total current liabilities                        323,022,200.02                          327,691,281.51

Non-current liabilities:

       Long-term loans                           100,000,000.00                          101,500,000.00

       Bonds payable

       Long-term account payable

       Special accounts payable

       Projected liabilities

       Deferred income tax liabilities              353,363.01                               353,363.01

       Other non-current liabilities

Total non-current liabilities                    100,353,363.01                          101,853,363.01

Total liabilities                                423,375,563.03                          429,544,644.52

Owner’s       equity     (or   shareholders’
equity):

       Paid-in capital (or share capital)        220,281,600.00                          220,281,600.00




                                                                                                      14
  Shenzhen Tellus Holding Co., Ltd.                                                First Quarterly Report 2013 (Full-Text)


     Capital public reserve                                         5,409,603.27                            5,539,271.27

     Less: Inventory shares

     Reasonable reserve

     Surplus public reserve                                         2,952,586.32                            2,952,586.32

     Provision of general risk

     Retained profit                                              -99,873,632.58                          -97,009,267.91

     Balance    difference     of   foreign
currency translation
Total owner’s equity(or shareholders’
                                                                  128,770,157.01                          131,764,189.68
equity)
Total liabilities and owner’s equity(or
                                                                  552,145,720.04                          561,308,834.20
shareholders’ equity)
Legal representative: Zhang Ruili
Person in charger of accounting works: Luo Bojun
CFO: Fu Bin
Person in charger of accounting organ: Ke Wensheng


3. Consolidated Profit Statement
Prepared by ShenZhen Tellus Holding Co.,Ltd.
                                                                                                                 Unit: RMB

                  Items                          Amount at this period                   Amount at last period

I. Total operating income                                         111,783,990.45                           95,887,355.30

Including: Operating income                                       111,783,990.45                           95,887,355.30

     Interest income

     Insurance gained

     Commission            charge       and
commission income

II. Total operating cost                                          107,295,506.39                           97,701,152.75

Including: Operating cost                                          88,377,796.06                           78,903,888.31

     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




                                                                                                                       15
  Shenzhen Tellus Holding Co., Ltd.                                      First Quarterly Report 2013 (Full-Text)


         Operating tax and extras                    1,621,199.00                                 1,245,049.93

         Sales expenses                              4,758,585.57                                 4,967,607.80

         Administration expenses                     8,975,204.98                                10,469,393.62

         Financial expenses                          3,562,720.78                                 2,115,213.09

         Losses of devaluation of asset

         Add: Changing income of fair
value(Loss is listed with “-”)
         Investment income (Loss is listed
                                                     -378,892.59                                   -599,796.41
with “-”)
         Including: Investment income on
                                                     -378,892.59                                   -599,796.41
affiliated company and joint venture
         Exchange income (Loss is listed
with “-”)
III. Operating profit         (Loss is listed
                                                     4,109,591.47                                -2,413,593.86
with “-”)

         Add: Non-operating income                    168,476.04                                     22,954.87

         Less: Non-operating expense                    3,900.00                                     21,302.80

         Including:   Disposal      loss   of
                                                        3,900.00                                     21,302.80
non-current asset
IV. Total Profit       (Loss is listed with
                                                     4,274,167.51                                -2,411,941.79
“-”)

         Less: Income tax                              32,827.67                                    140,321.52

V. Net profit (Net loss is listed with “-”)        4,241,339.84                                -2,552,263.31

Including: Net profit achieved by the
merged party before the merger

         Net profit attributable to owner’s
                                                     4,533,841.25                                -2,215,133.02
equity of parent company
     Minority shareholders’ gains and
                                                     -292,501.41                                   -337,130.29
losses

VI. Earnings per share                          --                  --

i. Basic earnings per share                               0.0206                                       -0.0101

ii. Diluted earnings per share                            0.0206                                       -0.0101

VII. Other consolidated income                       -129,668.00                                      3,473.25

VIII. Total consolidated income                      4,111,671.84                                -2,548,790.06

Total consolidated income attributable
                                                     4,404,196.25                                -2,211,659.77
to owners of parent company

Total consolidated income attributable
                                                     -292,524.41                                   -337,130.29
to minority shareholders
Legal representative: Zhang Ruili
Person in charger of accounting works: Luo Bojun

                                                                                                             16
  Shenzhen Tellus Holding Co., Ltd.                                                            First Quarterly Report 2013 (Full-Text)


CFO: Fu Bin
Person in charger of accounting organ: Ke Wensheng


4. Profit statement of parent company
Prepared by ShenZhen Tellus Holding Co.,Ltd.
                                                                                                                              Unit: RMB

                      Items                          Amount at this period                           Amount at last period

I. Operating income                                                     4,396,802.81                                    3,375,354.25

Less: Operating income                                                       970,950.58                                 1,015,295.07

         Operating tax and extras                                            246,220.95                                      189,019.85

         Sales expenses

         Administration expenses                                        3,865,747.06                                    4,002,754.97

         Financial expenses                                             2,062,389.13                                         801,280.24

         Losses of devaluation of asset

         Add: Changing income of fair
value(Loss is listed with “-”)
         Investment income (Loss is listed
                                                                         -115,859.76                                     -294,309.70
with “-”)
         Including: Investment income on
affiliated company and joint venture
II. Operating profit          (Loss is listed
                                                                       -2,864,364.67                                   -2,927,305.58
with “-”)

         Add: Non-operating income

         Less: Non-operating expense

         Including:    Disposal     loss   of
non-current asset
III. Total Profit      (Loss is listed with
                                                                       -2,864,364.67                                   -2,927,305.58
“-”)

         Less: Income tax

IV. Net profit (Net loss is listed with
                                                                       -2,864,364.67                                   -2,927,305.58
“-”)

V. Earnings per share                           --                                        --

i. Basic earnings per share                                                      -0.013                                         -0.0133

ii. Diluted earnings per share                                                   -0.013                                         -0.0133

VI. Other consolidated income                                            -129,668.00                                           3,473.25

VII. Total consolidated income                                         -2,994,032.67                                   -2,923,832.33
Legal representative: Zhang Ruili
Person in charger of accounting works: Luo Bojun
CFO: Fu Bin
Person in charger of accounting organ: Ke Wensheng



                                                                                                                                     17
  Shenzhen Tellus Holding Co., Ltd.                                                  First Quarterly Report 2013 (Full-Text)


5. Consolidated cash flow statement
Prepared by ShenZhen Tellus Holding Co.,Ltd.
                                                                                                                   Unit: RMB

                   Items                           Amount at this period                   Amount at last period

I. Cash flows arising from operating
activities:
       Cash    received         from    selling
commodities       and     providing       labor                     110,548,553.86                           96,520,634.54
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
       Insured savings and net increase of
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
                                                                      6,406,797.27                           21,015,311.62
operating activities
        Subtotal of cash inflow arising
                                                                    116,955,351.13                          117,535,946.16
from operating activities
       Cash     paid      for      purchasing
commodities       and     receiving       labor                      82,406,107.92                           93,570,455.78
service
       Net increase of customer loans and
advances
       Net increase of deposits in central
bank and interbank
       Cash paid for original insurance
contract compensation



                                                                                                                         18
  Shenzhen Tellus Holding Co., Ltd.                                First Quarterly Report 2013 (Full-Text)


       Cash paid for interest, commission
charge and commission
       Cash paid for bonus of guarantee
slip

       Cash paid to/for staff and workers          14,304,820.54                           15,753,100.14

       Taxes paid                                   4,948,369.81                            4,974,080.37

       Other     cash     paid      concerning
                                                   19,879,224.95                           18,473,093.59
operating activities
       Subtotal of cash outflow arising
                                                  121,538,523.22                          132,770,729.88
from operating activities
       Net     cash    flows     arising   from
                                                   -4,583,172.09                          -15,234,783.72
operating activities
II. Cash flows arising from investing
activities:
       Cash received from recovering
                                                       84,713.03
investment
       Cash received from investment
                                                                                            3,500,000.00
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
                                                       84,713.03                            3,500,000.00
investing activities
       Cash paid for purchasing fixed,
                                                    3,734,451.77                              276,435.90
intangible and other long-term assets

       Cash paid for investment

       Net increase of mortgaged loans

       Net      cash      received         from
subsidiaries and other units
       Other     cash     paid      concerning
                                                        1,552.50
investing activities
       Subtotal of cash outflow from
                                                    3,736,004.27                              276,435.90
investing activities
       Net     cash    flows     arising   from
                                                   -3,651,291.24                            3,223,564.10
investing activities
III. Cash flows arising from financing
activities

       Cash received from absorbing



                                                                                                       19
  Shenzhen Tellus Holding Co., Ltd.                                                     First Quarterly Report 2013 (Full-Text)


investment
      Including: Cash received from
absorbing       minority          shareholders’
investment by subsidiaries

      Cash received from loans                                          13,800,000.00                           17,200,000.00

      Cash received from issuing bonds

      Other cash received concerning
financing activities
      Subtotal of cash inflow from
                                                                        13,800,000.00                           17,200,000.00
financing activities

      Cash paid for settling debts                                      16,800,000.00                           14,169,251.67

      Cash paid for dividend and profit
                                                                         3,462,093.02                            1,806,022.66
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
                                                                        20,262,093.02                           15,975,274.33
financing activities
      Net     cash    flows       arising    from
                                                                        -6,462,093.02                            1,224,725.67
financing activities
IV. Influence on cash due to fluctuation
in exchange rate
V. Net increase of cash and cash
                                                                       -14,696,556.35                          -10,786,493.95
equivalents
      Add: Balance of cash and cash
                                                                        55,145,531.39                           55,926,573.46
equivalents at the period -begin
VI.    Balance       of    cash      and      cash
                                                                        40,448,975.04                           45,140,079.51
equivalents at the period -end
Legal representative: Zhang Ruili
Person in charger of accounting works: Luo Bojun
CFO: Fu Bin
Person in charger of accounting organ: Ke Wensheng


6. Cash flow statement of parent company
Prepared by ShenZhen Tellus Holding Co.,Ltd.
                                                                                                                       Unit: RMB

                      Items                           Amount at this period                   Amount at last period

I. Cash flows arising from operating
activities:
      Cash      received      from          selling
                                                                         3,131,027.63                                 116,820.00
commodities          and   providing         labor



                                                                                                                              20
  Shenzhen Tellus Holding Co., Ltd.                                 First Quarterly Report 2013 (Full-Text)


services

     Write-back of tax received

     Other cash received concerning
                                                    25,968,306.62                           10,465,885.40
operating activities
         Subtotal of cash inflow arising
                                                    29,099,334.25                           10,582,705.40
from operating activities
     Cash       paid       for       purchasing
commodities          and    receiving       labor
service

     Cash paid to/for staff and workers              4,055,613.46                            3,979,127.40

     Taxes paid                                       591,738.81                               547,482.81

     Other      cash       paid      concerning
                                                    14,940,871.03                            4,116,086.03
operating activities
     Subtotal of cash outflow arising
                                                    19,588,223.30                            8,642,696.24
from operating activities
     Net      cash    flows       arising   from
                                                     9,511,110.95                            1,940,009.16
operating activities
II. Cash flows arising from investing
activities:
     Cash received from recovering
investment
     Cash received from investment
income
     Net cash received from disposal of
fixed, intangible 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
investing activities
     Cash paid for purchasing fixed,
                                                       49,049.00                                38,153.96
intangible and other long-term assets

     Cash paid for investment

     Net       cash        received         from
subsidiaries and other units
     Other      cash       paid      concerning
investing activities
     Subtotal of cash outflow from
                                                       49,049.00                                38,153.96
investing activities

     Net      cash    flows       arising   from       -49,049.00                              -38,153.96



                                                                                                        21
  Shenzhen Tellus Holding Co., Ltd.                                          First Quarterly Report 2013 (Full-Text)


investing activities
III. Cash flows arising from financing
activities
      Cash received from absorbing
investment

      Cash received from loans

      Cash received from issuing bonds

      Other cash received concerning
financing activities

Subtotal of cash outflow from financing
activities

      Cash paid for settling debts                           1,500,000.00                             1,120,000.00

      Cash paid for dividend and profit
                                                             1,239,679.39                               763,639.09
distributing or interest paying
      Other     cash      paid      concerning
financing activities
      Subtotal of cash outflow from
                                                             2,739,679.39                             1,883,639.09
financing activities
      Net     cash   flows       arising   from
                                                             -2,739,679.39                           -1,883,639.09
financing activities
IV. Influence on cash due to fluctuation
in exchange rate
V. Net increase of cash and cash
                                                             6,722,382.56                                18,216.11
equivalents
      Add: Balance of cash and cash
                                                             1,614,187.49                                64,442.86
equivalents at the period -begin
VI.    Balance       of   cash      and    cash
                                                             8,336,570.05                                82,658.97
equivalents at the period -end
Legal representative: Zhang Ruili
Person in charger of accounting works: Luo Bojun
CFO: Fu Bin
Person in charger of accounting organ: Ke Wensheng


II. Audit report
Whether the first quarterly report had been audited or not
 □ Yes √ No




                                                                                                                 22