SHENZHEN TELLUS HOLDING CO., LTD
SEMI-ANNUAL REPORT 2013
August 2013
1
Section I. Important Notice, Contents and Paraphrase
Board of Directors, Supervisory Committee, all directors, supervisors and senior
executives of Shenzhen Tellus Holding Co., Ltd. (hereinafter referred to as the
Company) hereby confirm that there are no any fictitious statements, misleading
statements, or important omissions carried in this report, and shall take all
responsibilities, individual and/or joint, for the reality, accuracy and completion
of the whole contents.
All directors are attended the Board Meeting for report deliberation.
The Company has no plans of cash dividend distributed, no bonus shares and
has no share converted from capital reserve either.
Zhang Ruili, principal of the Company, Luo Bojun, person in charger of
accounting works, Chief Financial Officer Fu Bin and Ke Wensheng, person in
charge of accounting organ (accounting principal) hereby confirm that the
Financial Report of Semi-Annual Report 2013 is authentic, accurate and
complete.
2
Content
Semi-Annual Report 2013
Section I. Important Notice, Contents and Paraphrase .......................................... 2
Section II Company profile ........................................................................................ 5
Section III. Accounting data and summary of financial indexes ............................ 7
Section IV. Report of the Board of Directors ............................................................ 9
Section V. Important Events ..................................................................................... 15
Section VI. Changes in Shares and Particulars about Shareholders ................... 21
Section VII. Directors, Supervisors and Senior Executives .............................. 24
Section VIII. Financial Report ................................................................................. 25
Section IX. Documents available for reference..................................................... 129
3
Paraphrase
Items Refers to Definition
CSRC Refers to China Securities Regulatory Commission
SZ Exchange Refers to Shenzhen Stock Exchange
Shenzhen Branch of China Securities Depository & Clearing
Shenzhen Branch of SD&C Refers to
Corporation Limited
Company, the Company, our Company, Tellus
Refers to Shenzhen Tellus Holding Co., Ltd.
Group
4
Section II Company profile
I. Company Profile
Short form for share Tellus-A, Tellus-B Code for share 000025, 200025
Listing stock exchange Shenzhen Stock Exchange
Chinese name of the Company 深圳市特力(集团)股份有限公司
Abbr. of Chinese name of the
深特力
Company(if applicable)
English name of the
Shenzhen Tellus Holding Co., Ltd
Company(if applicable)
Legal Representative Zhang Ruili
II. Contact person and ways
Secretary of the Board Rep. of securities affairs
Name Guo Dongri Sun Bolun
15/F, Zhonghe Building, Shennan Middle 15/F, Zhonghe Building, Shennan Middle
Contact adds.
Road, Futian District, Shenzhen Road, Futian District, Shenzhen
Tel. (0755) 83989328 (0755) 83989339
Fax. (0755) 83989386 (0755) 83989386
E-mail guodongri@yahoo.com.cn s9239243@163.com
III. Others
1. Way of contact
Whether registrations address, offices address and codes as well as website and email of the Company changed in reporting period or
not
□ Applicable √ Not applicable
Registrations address, offices address and codes as well as website and email of the Company has no change in reporting period,
found more details in Annual Report 2012.
2. Information disclosure and preparation place
Whether information disclosure and preparation place changed in reporting period or not
□ Applicable √ Not applicable
The newspaper appointed for information disclosure, website for semi-annual report publish appointed by CSRC and preparation
place for semi-annual report have no change in reporting period, found more details in Annual Report 2012.
5
3. Registration changes of the Company
Whether registration has changed in reporting period or not
□ Applicable √ Not applicable
Date/place for registration of the Company, registration number for enterprise legal license, number of taxation registration and
organization code have no change in reporting period, found more details in Annual Report 2012.
4. Other relevant information
Whether other relevant information has changed in reporting period or not
□ Applicable √ Not applicable
6
Section III. Accounting data and summary of financial indexes
I. Main accounting data and financial indexes
Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting
error correction or not
□Yes √ No
Increase/decrease in this
Current period Same period of last year
report y-o-y (%)
Operating revenue (RMB) 222,087,318.26 194,282,667.44 14.31%
Net profit attributable to shareholders of
3,746,434.89 -8,637,314.75
the listed company(RMB)
Net profit attributable to shareholders of
the listed company after deducting -3,413,773.73 -8,687,510.80
non-recurring gains and losses(RMB)
Net cash flow arising from operating
36,298,462.37 -5,034,466.47
activities(RMB)
Basic earnings per share (RMB/Share) 0.017 -0.039
Diluted earnings per share (RMB/Share) 0.017 -0.039
Weighted average ROE (%) 2.01% -4.99%
Increase/decrease in this
End of current period End of last period report-end over that of last
period-end (%)
Total assets (RMB) 685,465,860.23 644,911,292.00 6.29%
Net assets attributable to shareholder of
188,172,920.25 184,675,401.61 1.89%
listed company(RMB)
II. Difference of the accounting data under accounting rules in and out of China
1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International
Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles)
In RMB
Net profit attributable to shareholders of listed Net assets attributable to shareholders of listed
company company
Amount at
Amount in this period Amount in last period Amount at period-end
period-begin
7
Chinese GAAP 3,746,434.89 -8,637,314.75 188,172,920.25 184,675,401.61
Items and amount adjusted by IAS
2. Difference of the net profit and net assets disclosed in financial report, under both foreign accounting
rules and Chinese GAAP (Generally Accepted Accounting Principles)
In RMB
Net profit attributable to shareholders of listed Net assets attributable to shareholders of listed
company company
Amount at
Amount in this period Amount in last period Amount at period-end
period-begin
Chinese GAAP 3,746,434.89 -8,637,314.75 188,172,920.25 184,675,401.61
Items and amount adjusted by foreign accounting rules
3. Reasons for the differences of accounting data under accounting rules in and out of China
III. Items and amounts of extraordinary profit (gains)/loss
In RMB
Item Amount Note
Including the follow investment
real estate sold by subsidiary of
the Company, Auto Industry &
Gains/losses from the disposal of non-current asset (including the
7,247,156.82 Trading Company: 9 sets of
write-off that accrued for impairment of assets)
apartment property, Dongfeng
Building, disposing gains
amounting as RMB 7,045,930.99
Other non-operating income and expenditure except for the
-2,417.07
aforementioned items
Impact on minority shareholders’ equity (post-tax) 84,531.13
Total 7,160,208.62 --
Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies
Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to
the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their
Securities to the Public --- Extraordinary Profit/loss, explain reasons
□ Applicable √ Not applicable
8
Section IV. Report of the Board of Directors
I. Introduction
In first half year of 2012, the Company keep pressing on guiding ideology of ―drive for innovation, keep a firm
grasp on adjustment and transition, aim at sustainable development‖. Board of the Company conscientiously
perfom their duties, standardized operation of the Company, adhere to the unification of stable and development,
spare no pains to promote the development projects and strive to explore new business mode and management
mode for Tellus; strengthening internal control and management, guarantee a safety production, potential tapping
and increased the profit, propel the Company forward in a healthy and stable way.
II. Main business analysis
Introduction
Main business of the Company was auto sales, auto inspection and maintenance and accessory sales, property
rental and services etc.; main business and its structure as well as main business ability in the reporting show no
major changes compare with last period.
In reporting period, the Company achieved operation income of RMB 222.09 million in total with a y-o-y growth of 14.31%; profit
realized RMB 2.86 million in total, net profit attributable to owners of parent company amounting as RMB 3.75 million, growth of
the profit mainly because the group operating income and profits grew and part of the investment real estate disposed.
Y-o-y changes of main financial data
In RMB
Y-o-y increase/decrease
Current period Same period of last year Reasons for changes
(%)
Operation revenue 222,087,318.26 194,282,667.44 14.31%
Operation cost 183,087,649.86 162,118,236.89 12.93%
Sales expenses 9,442,375.29 9,774,350.90 -3.4%
Administrative expenses 17,906,667.35 20,373,260.20 -12.11%
The loan principal
Financial cost 7,790,082.78 4,399,504.55 77.07%
increased
Income tax expenses of
Income tax expense 195,375.12 291,449.28 -32.96% Zhongtian Company
decreased
Mainly due to the
Net cash flow arising increase of Huari
36,298,462.37 -5,034,466.47
from operation activities Company car sales
makes timely return of
9
funds
The cash received in
Net cash flow arising
advance from disposal of
from investment 12,944,409.13 1,463,630.64 784.4%
investment real estate
activities
increased in the Period
Net cash flow arising Repayment of bank loans
-24,147,599.58 -12,559,339.38
from financing activities increased
Net increase of cash and
25,093,081.11 -16,130,371.60
cash equivalent
Major changes on profit composition or profit resources in reporting period
□ Applicable √ Not applicable
No major changes on profit composition or profit resources occurred in reporting period
The future development and planning extended to reporting period that published in disclosure documents as prospectus, private
placing memorandum and recapitalize statement
□ Applicable √ Not applicable
No future development and planning extended to reporting period that published in disclosure documents as prospectus, private
placing memorandum and recapitalize statement
Review on the previous business plan and its progress during reporting period
There is no situation of failing to reach the planned goals
III. Constitution of main business
In RMB
Increase or Increase or Increase or
decrease of decrease of decrease of gross
Operating Gross profit ratio
Operating cost operating revenue operating cost profit ratio over
revenue (%)
over same period over same period same period of
of last year (%) of last year (%) last year (%)
According to industries
Auto sales 140,623,182.08 139,147,318.08 1.05% 13.51% 13.45% 19.12%
Auto inspection
and maintenance
25,819,884.09 19,821,958.48 23.23% 16.21% 20.68% 3.53%
and accessories
sales
Rental and
44,859,358.49 22,276,048.43 50.34% -5.02% -0.85% -8.81%
service
According to products
Auto sales 140,623,182.08 139,147,318.08 1.05% 13.51% 13.45% 19.12%
Auto inspection
and maintenance 25,819,884.09 19,821,958.48 23.23% 16.21% 20.68% 3.53%
and accessories
10
sales
Rental and
44,859,358.49 22,276,048.43 50.34% -5.02% -0.85% -8.81%
service
According to region
Shenzhen 211,302,424.66 181,245,324.99 14.22% 9.29% 12.2% -5.47%
IV. Core competitive-ness analysis
Main business of the Company mainly divided into two parts, the auto sales & aftermarket service and property
rental & service.
Auto sales & aftermarket service of the Company adopt business model of 4S store, comprehensive major
maintenance and fast repair beauty chain, authorize maintenance, special maintenance and auto inspections, and
owes a completed industry chain of automotive aftermarket and maintenance sales team with rich experiences. In
first half year of 2013, auto sales and aftermarket service of the Company has a dramaticaly slow in losses,
operation results improved. The Company will actively open up the markets, enlarge sales channel and improve
the performance actively; concentrate on auto after-sale service, improve the service quality and standards in order
to earn more profit from after-sales service.
In aspect of property rental & service, the Company owes a certain property management experience and has
higher property management qualification and perfected internal management mechanism, also owes a brand
recognition in regional; most of the property rental and management are self-owned property, which has a lower
cost and a stable income. With the stable promotion of Tellus-Gem Golden Jewelry Industrial Park, the Company
will seize policy opportunity, taking full advantage of the development advantage of core base for Shenzhen
golden jewelry industry, combining with the actual situation of the Group, increasing property management,
enhancing service awareness，maintaining existing tenants and keep the revenue stability
V. Investment analysis
1. Equity investment outside
(1) Investment outside
Investment outside
Investment for the same period of last year
Investment for the reporting(RMB) Changes (%)
(RMB)
9,900,000.00 0.00
Invested company
Proportion of equity in invested company
Name Main business
for listed company (%)
Imports of raw materials, equipment and
Shenzhen Xinglong Machinery Module
spare parts needed for the Company; 30%
Co., Ltd.
Export molds and accessories.
11
2. Main subsidiaries and joint-stock companies analysis
Main subsidiaries and joint-stock companies
In RMB
Main
Industry Registered Operation Operation
Name Type products or Total assets Net assets Net profit
involved capital revenue profit
service
Shenzhen
Auto Sales of
RMB 58.96 327,858,693 210,641,392 18,036,101. 8,724,246.0 8,592,932.6
Industry Subsidiary Business auto and
million .74 .49 93 6 3
and Trade accessories
Corporation
Shenzhen Auto
SD Huari maintenanc
Automobile Service e and US$ 5 93,623,087. 44,776,785. 26,749,712.
Subsidiary -91,402.98 68,422.89
Enterprise industry production million 84 06 31
Co. and sales of
Limited accessories
Shenzhen
Zhongtian Service Property RMB 7.25 55,401,892. 21,069,011.
Subsidiary 460,059.94 250,951.34 188,213.49
Industrial industry rental million 29 24
Co., Ltd.
Shenzhen
Huari
Toyota Sales of RMB 2 75,903,452. -10,338,296 147,505,307 -2,963,120. -2,911,618.
Subsidiary Business
Automobile automobile million 86 .84 .28 19 23
Sales Co.
Ltd
Shenzhen
Manufactur
Xinyongton
e of
g Auto
Service inspection RMB 19.61 15,168,679. 3,368,873.4 1,707,793.6
Vehicle Subsidiary 470,372.43 470,372.43
industry equipment million 40 2 0
Inspection
for motor
Equipment
vehicle
Co., Ltd.
Shenzhen
Tellus
Inspection
Xinyongton
Service and repair RMB 32.90 83,331,314. 44,276,157. 6,939,102.4
g Subsidiary 544,579.59 523,658.03
industry of motor million 63 49 7
Automobile
vehicle
Developme
nt Co. Ltd
12
Shenzhen Real estate
SD Tellus Manufacturi developme RMB 31.15 29,501,312. 12,873,603.
Subsidiary -151,925.81 -151,925.81
Real Estate ng nt and million 51 19
Co., Ltd operation
Shenzhen
SD Tellus Property
Service RMB 28,437,580. 10,688,941. 18,814,429.
Property Subsidiary managemen -57,951.73 -50,873.08
industry 7.05million 58 84 91
Managemen t
t Co., Ltd
Shenzhen
Tellus Real Trading
Service RMB 2 2,707,163.3 2,557,684.2
Estate Subsidiary agency of 139,975.00 -27,414.71 -27,414.71
industry million 2 5
Exchange real estate
Co. Ltd
Shenzhen
Sales of
Zung Fu Stock
Service auto and RMB 30 429,322,267 194,694,383 793,640,763 3,362,066.0 2,718,635.1
Tellus Auto jointly
industry maintenanc million .21 .17 .60 3 1
Service Co., company
e
Ltd.
Manufactur
Shenzhen
Stock e and
Dongfeng Manufacturi RMB 100 310,289,997 126,375,366 87,022,150. 3,286,876.8 2,570,816.7
jointly maintenanc
Automobile ng million .26 .31 66 9 9
company e of
Co., Ltd.
automobile
Shenzhen
Xinglong Stock Process of RMB
Manufacturi 70,948,459. 64,979,136.
Machinery jointly mould and 27.6333
ng 17 68
Module company exportation million
Co., Ltd.
3. Major project invested by non-raised funds
In ten thousand Yuan
Amount invested
Total investment Amount invested in
Project accumulative till end Progress Earnings
planned this period
of reporting period
Tellus international
jewelry square 41,364 638.97 1,926.32 4.66%
(Phase I)
Total 41,364 638.97 1,926.32 -- --
Date of designated website provisional 2013-01-09
13
announcement disclosed (if applicable)
Index of designated website provisional More details please found in Notice of Investment Outside published on Securities
announcement disclosed (if applicable) Times, Hong Kong Commercial Daily and Juchao website(No.: 2013-004)
VI. Prediction of business performance from January – September 2013
Estimation on accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the
warning of its material change compared with the corresponding period of the last year and explanation on reason
□ Applicable √ Not applicable
VII. Explanation from the Board and Supervisory Committee for “Qualified Opinion” from
the CPA of this year’s
The semi-annual financial report is unaudited
VIII. Implementation of profit distribution in reporting period
Implementation or adjustment of profit distribution plan in reporting period, cash dividend plan and shares converted from capital
reserve in particular
□Applicable √Not applicable
The Company has no profit distribution and shares converted from capital reserve either, which was deliberated and approved in
annual shareholders’ general meeting of 2012
XI. In the report period, reception of research, communication and interview
Contents discussed and
Time Place Way Type Reception
material provided
14
Section V. Important Events
I. Corporate governance
During the reporting period, the Company has been observing the Company Law, Securities Law and relevant
rules issued by the CSRC, for the purpose of improving its legal person governance structure and standardizing its
operation level. According to the Articles of Association, Procedure Rules of General Meeting, Procedure Rules of
Board of Directors, Procedure Rules of Supervisory Committee, Working Rules of Independent Directors,
Working Rules of General Manager and a series of rules and regulations, the Company maintained normal
performance of the duties and obligations of its general meeting, board of directors and supervisory committee.
Each of its directors and supervisors can perform their duties earnestly.
The Company self-checking the stock dealing of the Company in sensitive period (30 days within the periodic
reprot disclosed, 10 days within the performance forcast and period of other material events disclosed) towards
the directors, supervisors, senior executives and other insider of inside information, no inside trading activities
using inside information been found in relevant personnel.
Controlling shareholder of the Company has a norms behavior without beyond the general meeting to setp in the
decision-making and operation activity of the Company directly/indirectly, and has no violation of capital
occupation of the Company either, the Company strictly perform its decision-making procedures and disclosed the
information timely.
During reporting period, in strict accordance with relevant requirement of ―Rules of Stocks Listing in Shenzhen
Stock Exchange‖ and ―Guide of Fair Information Disclosure for Listed Company‖as well as normative documents,
by earnestly following the principle of ―fairly, openly and equitably‖, the Company perform its information
disclosure obligation seriously and timely; furthermore, asuring the reality, accuracy and completion for the
whole contents of the information disclosed, no fictitious statement, misleading statement or important
ommissions been found either, whole of the sharehodles are equally to share the all information of the Company.
Presently, the actual condition of the corporate governance shows no difference with the Company Law and
relevant requriement from CSRC.
II. Significant lawsuits and arbitrations of the Company
□Applicable √Not applicable
The Company has no significant lawsuits and arbitrations in reporting period
III. Question from media
□ Applicable √ Not applicable
No universal questioned by media in reporting period
15
IV. Transaction in assets
1. Acquisition of assets
The property B4of annex building of 5#,6#,7# Weipeng Garden, Room 801, Dongfeng Building and other 10
properties owed by controlling subsidiary of the Company-- Shenzhen Auto Industry and Trade Corporation were
negotiating transfer to nature person Chen Ping with price of RMB 7.3005 million and RMB 15.59 million
respectively. Relevant events please found in ―Notice of Assets Sold‖(No.: 2013-001) published on Securities
Times, Hong Kong Commercial Daily and Juchao Website (http://www.cninfo.com.cn) respectively dated 8
January 2013. Among them, property right of the 9 properties in 8/F of Dongfeng Building were totally transfer in
the Period, all claims and obligations have transfer totally the income has reckoned into current period.
2. Enterprise mergers
Nil
V. Insignificant related transactions
1. Related transaction with daily operation concerned
Proportio Available
Amount Settlemen
Pricing n to market
Type of Content Price of of related t method
Related principles amount of prices of Disclosur Index of
Related related of related related transactio
relationsh of related transactio of related
party transactio transactio transactio n (10 similar e date disclosure
ip transactio n or the transactio
n n n thousand
n same type transactio
Yuan) n
(%) ns
Total -- -- 0 -- -- -- -- --
2. Related transactions by assets acquisition and sold
Related Book Assessm
Market Trading
transacti value of ent value Transfer Related
Related Related Related fair profit
Related on transfer of price (in transacti Date of Index of
transacti transacti transacti value (in and loss
relations explanati assets (in transfer 10 on disclosur disclosur
on on on 10 (in 10
hip on on 10 assets (in thousand settleme e e
parties type content thousand thousand
price thousand 10 Yuan) nt mode
Yuan) Yuan)
setting Yuan) thousand
Yuan)
3. Main related transactions of mutual investment outside
Mutual Total assets Net assets of Net profit of
Main Registered
Mutual investment’s Name of of companies companies companies
Related business of capital of
investment pricing companies invested (in invested (in invested (in
relationship companies companies
party principle invested 10 thousand 10 thousand 10 thousand
invested invested
Yuan) Yuan) Yuan)
16
4. Contact of related credit and debt
Whether exist non-operating contact of related credit and debt or not
√Yes □No
Balance of Amount of the
Whether exist Balance at
period-begin period
Related Type of credit Forming non-operation period-end (in
Related party (in 10 occurrence (in
relationship and debt reason al capital 10 thousand
thousand 10 thousand
occupying Yuan)
Yuan) Yuan)
Debts payable
SHENZHEN SDG Parent Long-term
to related No 7,300 0 7,300
CO., LTD. company loans
party
Debts payable
SHENZHEN SDG Parent Current
to related No 4,793 296 5,089
CO., LTD. company account
party
Debts payable
SHENZHEN SDG Parent Short-term
to related No 1,908 -7 1,901
CO., LTD. company loans
party 务
5. Other insignificant related transactions
Nil
Website for temporary disclosure of the significant related transaction
Announcement Date of disclosure Website for disclosure
VI. Major contract and implantation
1. Trusteeship, contract and leasing
(1) Trusteeship
Explanation on trusteeship
Nil
Items generated over 10% gains/losses in total profit in reporting period for the Company
□ Applicable √ Not applicable
(2) Contract
Explanation on contract
Nil
Items generated over 10% gains/losses in total profit in reporting period for the Company
□ Applicable √ Not applicable
17
(3) Leasing
Explanation on leasing
Nil
Items generated over 10% gains/losses in total profit in reporting period for the Company
□ Applicable √Not applicable
2. Guarantee
In ten thousand Yuan
Particulars about the external guarantee of the Company (Barring the guarantee for subsidiaries)
Guarante
Related Actual date of
Complete e for
Announcem happening
Name of the Guarantee Actual Guarantee Guarantee implemen related
ent (Date of
Company guaranteed limit guarantee limit type term tation or party
disclosure signing
not (Yes or
date agreement)
no)
Guarantee of the Company for the subsidiaries
Guarante
Related Actual date of
Complete e for
Announcem happening
Name of the Guarantee Actual Guarantee Guarantee implemen related
ent (Date of
Company guaranteed limit guarantee limit type term tation or party
disclosure signing
not (Yes or
date agreement)
no)
Total guarantee amount (total of the aforesaid items)
Including:
Explanation on guarantee with composite way
3. Other material contracts
Book Appraisal
value of value for
amount assets
Base date
involved involved Trading Whether Implemen
Company Appraisal of assets Company
Name of in in price (in constitute Related tation
entered agency (if evaluatio Pricing entered
counterpa contract contract(i 10 related relationsh ended as
into a applicable n (if principle into a
rt (in 10 n 10 thousand transactio ip reporting
contract ) applicable contract
thousand thousand Yuan) n or not period
)
Yuan) (if Yuan) (if
applicable applicable
) )
4. Other material transactions
Nil
VII. Commitments made by the Company or shareholders holding above 5% shares of the
Company in reporting period or occurred in the previous reporting period but continued to
18
reporting period
Commitment Commitment
Commitments Accepter Contents Implementation
time period
(I) Commitments during the work of Share
Merger Reform of the Company:
1. Commitments on Lock-up period
(1) In accordance with the Measures for the
Administration of the Share Merger Reform
of Listed Companies, SDG would abide by
the various laws, regulations and rules, and
perform its statutory commitment duty.
(2) Apart from the above-mentioned
statutory commitment, SDG also made the
following special commitment: with 36
months since the day the reform plan starts
to take effect, SDG would not list at
Shenzhen Stock Exchange and sell the
shares of Tellus it held (except for the
shares used to promote the administration
level of Tellus).
(3) The administration level would abide by
the laws, regulations and rules, and perform
its statutory commitment duty.
(4) SDG made the commitment: ―The
Promiser hereby promises that, if the
Promiser failed to fulfill its commitment or
not fully fulfill its commitment, it would
compensate other shareholders for their
losses suffered thereafter‖.
(5) SDG declared: ―The Promiser would
dutifully fulfill its commitments and
shoulder corresponding legal
responsibilities. The Promiser would
Commitments for
transfer the shares held by it only if the
SDG 2005-12-25 Long-term Implementing
Share Merger Reform assignee agree and have the ability to
shoulder the commitment responsibility.‖
2. Special commitment concerning the
incentive mechanism
In order to effectively boost the core
management level and business backbones
for long, SDG would take out its shares, not
exceeding 10% in total number after the
Share Merger Reform, and apply them to
the boost of the administration level. The
shares would be sold to the Company’s
administrative level over 3 years, with the
selling price being the net asset value per
share audited during the period nearest to
the implementation. Before the
implementation of the promoting plan by
share selling each year, the administration
level must prepay the Company a risk
responsibility fund, i.e. 20% of the planned
selling price; Should the work of the
performance examination set by the Board
failed to be finished, the paid risk
responsibility fund would not be refunded
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
19
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 in report of
acquisition or equity
change
Commitments in assets
replacement
Commitments make in
Initial public offering or
re-financing
Other commitments for
minority shareholders
Other commitments for
medium and small Yes
shareholders
Detail reasons for
un-complement and N/A
further plan (if applicable)
VIII. Engagement and non-reappointment of CPA
Whether the semi-annual report was audited or not
□ Yes √ No
IX. Penalty and rectification
Type of
Conclusion (if Index of
Name Type Reasons investigation and Disclosure date
applicable) disclosure
penalty
Explanation on rectification
□Applicable √ Not applicable
X. Explanation on other significant events
Nil
20
Section VI. Changes in Shares and Particulars about Shareholders
I. Changes in shares
Before change Increase/decrease in this time (+ , - ) After change
Capitalizat
Ratio Bonus ion of
Amount New issue Other Subtotal Amount Ratio (%)
(%) share public
reserve
I. Restricted shares 14,587,056 6.62% 14,587,056 6.62%
2. State-owned corporation
14,587,056 6.62% 14,587,056 6.62%
shares
II. Un-restricted shares 205,694,544 93.38% 205,694,544 93.38%
1. RMB ordinary shares 179,294,544 81.39% 179,294,544 81.39%
2. Domestically listed
26,400,000 11.98% 26,400,000 11.98%
foreign shares
III. Total shares 220,281,600 100% 220,281,600 100%
Reasons for share changed
□ Applicable √ Not applicable
Approval of share changed
□ Applicable √ Not applicable
Ownership transfer of share changes
□ Applicable √ Not applicable
Influence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to common
shareholders of Company in latest year and period
□ Applicable √ Not applicable
Other information necessary to disclose for the Company or need to disclosed under requirement from security regulators
□ Applicable √ Not applicable
Explanation on changes in aspect of total shares, shareholders structures as well as structure of assets and liability of the Company
□ Applicable √ Not applicable
II. Number of shares and shares held
In Share
Total shareholders at period-end 17,484
Shareholders with over 5% shares held
Full name of Nature of Proportion of Total Changes Amount Amount of Number of shares pledged/frozen
Shareholders shareholder shares held (%) shareholders in report of unrestricted State of share Amount
21
at the end period restricte shares held
of report d shares
period held
SHENZHEN State-owned 14,587,
66.22% 145,870,560 0 131,283,504
SDG CO., LTD. corporation 056
Domestic
Wu Yongchun 0.42% 924,696 260,700 0 924,696
nature person
FISRT
SHANGHAI Foreign
0.32% 714,777 207,299 0 714,777
SECURITIES corporation
LTD.
Dacheng Value
Growth Security Other 0.31% 672,929 672,929 0 672,929
Investment Fund
Domestic
Lin Fengyuan 0.23% 517,158 4,300 0 517,158
nature person
Domestic
Zhang Xiaoming 0.21% 463,961 0 0 463,961
nature person
Domestic
Li Taoran 0.18% 390,858 60,800 0 390,858
nature person
Domestic
Kan Hui 0.17% 368,526 -600 368,526
nature person
Domestic
Wang Shaoying 0.15% 335,000 -3,498 0 335,000
nature person
Domestic
Jin Peihua 0.15% 333,435 333,435 0 333,435
nature person
Strategy investors or general
corporate becomes top 10
N/A
shareholders due to rights issued
(if applicable)(Note 3)
Among the top ten shareholders, there exists no associated relationship between the state-owned
Explanation on associated legal person’s shareholders Shenzhen SDG Co., Ltd and other shareholders, and they do not
relationship among the aforesaid belong to the consistent actionist regulated by the Management Measure of Information Disclosure
shareholders on Change of Shareholding for Listed Companies. For the other shareholders of circulation share,
the Company is unknown whether they belong to the consistent actionist.
Particular about top ten shareholders with un-restrict shares held
Type of shares
Shareholders’ name Amount of unrestricted shares held at period-end
Type Amount
SHENZHEN SDG CO., LTD. 131,283,504 RMB ordinary 131,283,504
22
shares
RMB ordinary
Wu Yongchun 924,696 924,696
shares
Domestically
FISRT SHANGHAI SECURITIES
714,777 listed foreign 714,777
LTD.
shares
Dacheng Value Growth Security RMB ordinary
672,929 672,929
Investment Fund shares
Domestically
Lin Fengyuan 517,158 listed foreign 517,158
shares
RMB ordinary
Zhang Xiaoming 463,961 463,961
shares
RMB ordinary
Li Taoran 390,858 390,858
shares
RMB ordinary
Kan Hui 368,526 368,526
shares
Domestically
Wang Shaoying 335,000 listed foreign 335,000
shares
RMB ordinary
Jin Peihua 333,435 333,435
shares
Among the top ten shareholders, there exists no associated relationship between the
Expiation on associated relationship
state-owned legal person’s shareholders Shenzhen SDG Co., Ltd and other shareholders, and
or consistent actors within the top 10
they do not belong to the consistent actionist regulated by the Management Measure of
un-restrict shareholders and between
Information Disclosure on Change of Shareholding for Listed Companies. For the other
top 10 un-restrict shareholders and
shareholders of circulation share, the Company is unknown whether they belong to the
top 10 shareholders
consistent actionist.
Explanation on shareholders
Among the above mentioned top 10 shareholders, 924,696 shares of the Company were held by
involving margin business (if
Wu Yongchun through credit trading guaranteed security account.
applicable)(note 4)
Whether has a buy-back agreement dealing in reporting period
□Yes √No
III. Changes of controlling shareholders or actual controller
Changes of controlling shareholders in reporting period
□ Applicable √ Not applicable
Changes of actual controller in reporting period
□ Applicable √ Not applicable
23
Section VII. Directors, Supervisors and Senior Executives
I. Changes of shares held by directors, supervisors and senior executives
□ Applicable √ Not applicable
Shares held by directors, supervisors and senior executives have no changes in reporting period, found more details in Annual Report
2012.
II. Resignation and dismissal of directors, supervisors and senior executives
Name Title Type Date Reason
Being deliberated and approved by 11th extraordinary
Deputy General
Guo Jian Engaged 2013-03-12 meeting of 7th session of the board, Mr. Guo Jian was
Manager
engaged as the executive vice GM of the Company
Zhang Junlin Director Resignation 2013-03-11 Request for resignation due to the work
Elected as Director by 2nd extraordinary shareholders
Jiang Hongjun Director Be elected 2013-03-28
general meeting of 2013 held on 28 March 2013
24
Section VIII. Financial Report
I. Audit reports
Whether the semi-annual report was audited or not
□ Yes √ No
The financial report of this semi-annual report was unaudited
II. Financial statements
Units in Notes of Financial Statements is RMB
25
Consolidated Balance Sheet
2013-6-30
Prepared by Shenzhen Tellus Holding Co., Ltd In RMB/CNY
Assets Note VII Balance at period-end Balance at year-begin
Current assets:
Monetary funds 1 80,238,612.50 55,145,531.39
Transactional financial assets - -
Notes receivable - -
Accounts receivable 2 5,742,659.52 5,779,383.21
Prepayment 4 13,639,457.92 8,453,261.56
Dividend receivable - -
Other accounts receivable 3 23,198,908.96 12,294,045.05
Inventories 5 36,212,770.86 47,813,852.20
Non-current asset due in 1 year - -
Other current assets 6 5,606,037.24 7,495,557.97
Total of current asset 164,638,447.00 136,981,631.38
Non-current assets:
Financial asset available for sale 7 1,342,990.00 1,591,906.25
Expired investment in possess 8 100,000.00 100,000.00
Long-term receivable 9 - -
Long-term equity investment 10 198,191,698.53 186,572,923.39
Investment real estate 11 95,087,212.33 96,666,571.61
Fixed asset 12 153,004,654.26 156,061,636.80
Construction in process 13 19,263,213.38 12,977,929.03
Engineering goods - -
Fixed asset disposal - -
Production biological asset - -
Intangible assets 14 77,838.66 106,588.62
R&D expense - -
Goodwill - -
Long-term amortizable expenses 15 710,931.29 803,230.14
Deferred income tax assets 16 26,709,762.78 26,709,762.78
Other non-current asset 17 26,339,112.00 26,339,112.00
Total of non-current assets 520,827,413.23 507,929,660.62
Total assets 685,465,860.23 644,911,292.00
The notes to the Financial Statement are essential parts of the Financial Statements
26
Consolidated Balance Sheet(Con't)
2013-6-30
Prepared by Shenzhen Tellus Holding Co., Ltd In RMB/CNY
Liability and owners' euqity Note VII Amount at period-end Balance at year-begin
Current liability:
Short-term loans 20 81,806,233.00 93,881,155.00
Transactional financial liability - -
Notes payable 21 12,149,433.27 -
Accounts payable 22 22,477,553.48 23,626,617.53
Accounts receivable in advance 23 40,217,581.73 31,857,080.49
Wage payable 24 11,882,980.20 12,581,105.70
Taxes payable 25 4,993,368.32 11,845,434.44
Dividend payable 26 282,140.75 1,455,297.72
Interest payable - -
Other account payable 27 144,849,657.19 99,275,953.73
Non-current liability due within 1 year 28 12,000,000.00 12,000,000.00
Other current liability - -
Total of current liability 330,658,947.94 286,522,644.61
Non-current liability:
Long-term loans 29 137,000,000.00 143,000,000.00
Bonds payable - -
Long-term payable 30 12,981,872.24 12,981,872.24
Special accounts payable - -
Projected liabilities - -
Deferred income tax liability 16 1,345,258.91 1,345,258.91
Other non-current liability - -
Total non-current liability 151,327,131.15 157,327,131.15
Total liability 481,986,079.09 443,849,775.76
Owners' equity:
Share capital 31 220,281,600.00 220,281,600.00
Capital public reserve 32 8,483,778.30 8,732,694.55
Surplus public reserve 33 2,952,586.32 2,952,586.32
Retained profit 34 -43,545,044.37 -47,291,479.26
Total owner's equity attibutable to parent company 188,172,920.25 184,675,401.61
Minority interests 15,306,860.89 16,386,114.63
Total of owners' equity 203,479,781.14 201,061,516.24
Total liabilities & owner's equity 685,465,860.23 644,911,292.00
（The Notes to the Financial Statements are essential parts of the Finanical Statements）
27
Consolidated Profit Statement
Jan.- June 2013
Prepared by Shenzhen Tellus Holding Co., Ltd In RMB/CNY
Items Note VII Amount at this period Amount at last year
I. Operation revenue 35 222,087,318.26 194,282,667.44
Less: Operation cost 35 183,087,649.86 162,118,236.89
Business tax and surcharge 36 2,876,878.04 2,461,448.20
Sales expense 37 9,442,375.29 9,774,350.90
Administrative expense 38 17,906,667.35 20,373,260.20
Financial expense 39 7,790,082.78 4,399,504.55
Asset impairment loss 41 100,000.00 -
Plus:Income from change of fair value(loss is listed with"-") - -
Investment income（loss is listed with"-") 40 1,780,082.57 -4,997,204.04
Incl: Investment income from affiliated enterprises and joint venture 1,707,144.32 -5,045,829.54
II.Operation profit(loss is listed with"-") 2,663,747.51 -9,841,337.34
Plus:Non-operation income 42 222,561.76 33,582.20
Less: Non-operation expenses 43 23,753.00 21,302.80
Incl: Loss from disposal of non-current assets 14,002.00 21,255.00
III.Total profit(loss is listed with"-") 2,862,556.27 -9,829,057.94
Less: Income tax expenses 44 195,375.12 291,449.28
IV.Net profit(loss is listed with"-") 2,667,181.15 -10,120,507.22
Net profit attributable to owners' of patrent company 3,746,434.89 -8,637,314.75
Minor shareholders' equity -1,079,253.74 -1,483,192.47
V.Earning per share
(I) Basic earnings per share 45 0.017 -0.039
(II) Diluted earnings per share 45 0.017 -0.039
VI.Other consolidated income 46 -248,916.25 -109,986.25
VII.Total consolidated income 2,418,264.90 -10,230,493.47
Total consolidated income attributable to owners of parent company 3,497,518.64 -8,747,301.00
Total consolidated income attributable to minority shareholders -1,079,253.74 -1,483,192.47
（The Notes to the Financial Statements are essential parts of the Finanical Statements）
28
Consolidated Cash Flow Statement
Jan.- June 2013
Prepared by Shenzhen Tellus Holding Co., Ltd In RMB/CNY
Items Note VII Amount at this period Amount at last year
I. Cash flow from operating activities
Cash received from sales of products and providing of services 239,638,243.75 222,809,578.00
Taxes surrender received - -
Other cash received from business activities 47 50,668,321.35 31,584,888.13
Sub-total of cash inflow from business activities 290,306,565.10 254,394,466.13
Cash paid for purchasing of merchandise and services 170,877,477.84 176,045,055.14
Cash paid to/for staff 24,622,802.05 26,612,534.85
Taxes paid 17,252,571.19 12,450,720.45
Other Cash paid for business activities 47 41,255,251.65 44,320,622.16
Subtotal of cash outflow from business activities 254,008,102.73 259,428,932.60
Net cash flow generated from business activities 36,298,462.37 -5,034,466.47
II. Cash flow from investment activities
Cash received from investment retrieving 84,713.03 -
Cash received as investment gains 72,938.25 3,653,625.50
Net cash received from disposal of fixed, intangible assets and
32,257,058.00 45,000.00
other long-term assets
Net cash received from disposal of subsidiaries or other operational units - -
Other investmenr-related cash received 47 - 250,000.00
Subtotal of cash inflow due to investment activities 32,414,709.28 3,948,625.50
Cash paid for construction of fixed assets, intangible assets and
9,185,642.58 2,284,994.86
other long-term assets
Cash paid as investment 9,900,000.00 -
Net cash received from subsidiaries and other opeartional units - -
Other cash paid for investment activities 47 384,657.57 200,000.00
Subtotal of cash outflow due to investment activitie 19,470,300.15 2,484,994.86
Net cash flow generated from investment 12,944,409.13 1,463,630.64
III. Cash flow generated by financing
Cash received as investment absorption - 660,000.00
Including: Cash received as investment from minor shareholders by subsidiary - -
Cash received as loans 41,600,000.00 22,000,000.00
Other financing-related cash received - -
Subtotal of cash inflow from financing activities 41,600,000.00 22,660,000.00
Cash paid to debts 59,600,000.00 31,329,251.67
Cash paid as dividend, profit or interests 6,127,599.58 3,890,087.71
Including: Dividend and profit paid by subsidiaries to minor shareholders - -
Other cash paid for financing activities 47 20,000.00 -
Subtotal of cash outflow from financing activities 65,747,599.58 35,219,339.38
Net cash flow generated by financing activities -24,147,599.58 -12,559,339.38
IV. Influence of exchange rate alternation on cash and cash equivalents -2,190.81 -196.39
V. Net increase of cash and cash equivalents 25,093,081.11 -16,130,371.60
Plus: Balance of cash and cash equivalents at the beginning of term 55,145,531.39 55,926,573.46
VI. Balance of cash and cash equivalents at the end of term 80,238,612.50 39,796,201.86
（The Notes to the Financial Statements are essential parts of the Finanical Statements）
29
Consolidated Statement on Changes of Owners' Equity
Semi-annual of 2013
Prepared by Shenzhen Tellus Holding Co., Ltd In RMB/CNY
Current amount Amount of last year
Items Owners' equity attibutable to parent company Minor shareholders' Owners' equity attibutable to parent company Minor shareholders'
Total owners' equity Total owners' equity
Share capital Capital reserves Surplus reserves Retained profit equity Share capital Capital reserves Surplus reserves Retained profit equity
I.Balance at the end of last year 220,281,600.00 8,732,694.55 2,952,586.32 -47,291,479.26 16,386,114.63 201,061,516.24 220,281,600.00 8,569,451.80 2,952,586.32 -54,437,738.61 24,015,752.51 201,381,652.02
Plus:Change of accounting policy - - - - - - - - - - - -
Correcting of previous errors - - - - - - - - - - - -
II.Balance at the beginning of
220,281,600.00 8,732,694.55 2,952,586.32 -47,291,479.26 16,386,114.63 201,061,516.24 220,281,600.00 8,569,451.80 2,952,586.32 -54,437,738.61 24,015,752.51 201,381,652.02
current year
III.Changed in current year（Loss
- -248,916.25 - 3,746,434.89 -1,079,253.74 2,418,264.90 - 163,242.75 - 7,146,259.35 -7,629,637.88 -320,135.78
is listed with"-"）
(I)Net profit - - - 3,746,434.89 -1,079,253.74 2,667,181.15 - - - 7,146,259.35 -6,174,340.16 971,919.19
(II)Other integrated income - -248,916.25 - - - -248,916.25 - 163,242.75 - - - 163,242.75
Total of (I) and (II) - -248,916.25 - 3,746,434.89 -1,079,253.74 2,418,264.90 - 163,242.75 - 7,146,259.35 -6,174,340.16 1,135,161.94
(III)Shareholder input and withdraw of
- - - - - - - - - - - -
share capital
1,Capital input by shareholders - - - - - - - - - - - -
2.Share payment accounted into
- - - - - - - - - - - -
shareholders' equity
3.Others - - - - - - - - - - - -
(IV)Profit distribution - - - - - - - - - - -1,455,297.72 -1,455,297.72
1.Providing of surplus reserves - - - - - - - - - - - -
2.Common risk provision - - - - - - - - - - - -
3.Dividend to shareholders - - - - - - - - - - -1,455,297.72 -1,455,297.72
4. Others - - - - - - - - - - - -
(V)Internal settlement of shareholders'
- - - - - - - - - - - -
equity
1. Capital reserves transferred to share
- - - - - - - - - - - -
capital
2. Surplus reserves transferred to share
- - - - - - - - - - - -
capital
3. Making up losses by surplus
- - - - - - - - - - - -
reserves
4. Others - - - - - - - - - - -
(VI) Reasonable reserve - - - - - - - - - - - -
1. Withdraw in this period - - - - - - - - - - - -
2.Used in this period - - - - - - - - - - - -
IV.Balance at the end of this year 220,281,600.00 8,483,778.30 2,952,586.32 -43,545,044.37 15,306,860.89 203,479,781.14 220,281,600.00 8,732,694.55 2,952,586.32 -47,291,479.26 16,386,114.63 201,061,516.24
30
Balance Sheet
2013-6-30
Prepared by Shenzhen Tellus Holding Co., Ltd In RMB/CNY
Assets Note XIII Balance at period-end Balance at year-begin
Current assets:
Monetary capital 18,946,052.71 1,614,187.49
Transactional financial assets - -
Notes receivable - -
Accounts receivable 1 - -
Prepayment - -
Dividend receivable - -
Other receivable 2 39,534,834.41 53,031,898.91
Inventory - -
Non-current assets due in 1 year - -
Other current assets - -
Total of current assets 58,480,887.12 54,646,086.40
Non-current assets
Financial assets available for sale 1,342,990.00 1,591,906.25
Investment held-to-maturity - -
Long-term recivable - -
Long-term share equity investment 3 423,870,736.72 412,739,079.62
Investment real estate 57,401,708.88 58,884,316.80
Fixed assts 19,166,161.40 18,963,289.36
Construction in process 235,849.10 235,849.10
Engineering goods - -
Disposal of fixed assets - -
Production biological assets
Intangible assets 53,671.89 77,421.87
R&D expenses
Goodwill - -
Long-term amortizable expenses 86,179.00 106,861.96
Deferred income tax assets 14,064,022.84 14,064,022.84
Other non-current assets - -
Total non-current asset 516,221,319.83 506,662,747.80
Total assets 574,702,206.95 561,308,834.20
（The Notes to the Financial Statements are essential parts of the Finanical Statements）
31
Balance sheet(Con't)
2013-6-30
Prepared by Shenzhen Tellus Holding Co., Ltd In RMB/CNY
Liabilities & owners' equity Note Blance at period-end Balance at year-begin
Current liability:
Short-term loans 49,544,160.00 49,544,160.00
Transactional financial liability - -
Notes payable - -
Accounts payable - -
Accounts received in advance - -
Wage payable 3,335,371.78 3,400,003.58
Taxes payable 290,483.23 286,821.39
Dividend payable - -
Interest payable - -
Other account payable 289,198,141.99 268,460,296.54
Non-current liability due within 1 year 6,000,000.00 6,000,000.00
Other current liability - -
Total current liability 348,368,157.00 327,691,281.51
Non-current liability:
Long-term loans 98,500,000.00 101,500,000.00
Bonds payable
Long-term payable - -
Special accounts payable - -
Projected liabilities - -
Deferred income tax liability 353,363.01 353,363.01
Other non-current liability - -
Total non-current liability 98,853,363.01 101,853,363.01
Total liability 447,221,520.01 429,544,644.52
Owners' equity:
Share capital 220,281,600.00 220,281,600.00
Capital public reserve 5,290,355.02 5,539,271.27
Surplus public reserve 2,952,586.32 2,952,586.32
Retained profit -101,043,854.40 -97,009,267.91
Total owner's equity attributable to parent company 127,480,686.94 131,764,189.68
Minority interests - -
Total of owners' equity 127,480,686.94 131,764,189.68
Total liabilities&owner's equity 574,702,206.95 561,308,834.20
（The Notes to the Financial Statements are essential parts of the Finanical Statements）
32
Profit Statement
Jan. - June 2013
Prepared by Shenzhen Tellus Holding Co., Ltd In RMB/CNY
Items Note XIII Amount at this period Amount at last period
I. Total operating revenue 4 8,845,953.02 6,998,484.71
Less: Operating cost 4 1,891,907.91 2,200,025.49
Operating tax and extras 495,373.36 391,915.16
Sales expense - -
Administration expenses 7,274,181.62 7,416,077.60
Financial expense 4,523,671.97 1,603,643.22
Losses of devaluation of asset - -
Plus:Changing income of fair value(Loss is listed with"-") - -
Investment income(Loss is listed with"-") 5 1,304,595.35 -4,487,070.61
Incl:Investment income on affiliated enterprises and joint venture 1,231,657.10 -4,535,696.11
II.Operating profit(Loss if listed with"-") -4,034,586.49 -9,100,247.37
Plus:Non-operating income - 5,471.90
Less:Non-operating expenses - -
Incl:Loss from the disposal of non-current assets - -
III.Total profit(Loss is listed with"-") -4,034,586.49 -9,094,775.47
Less: Income tax expense - -
IV.Net profit(Loss is listed with"-") -4,034,586.49 -9,094,775.47
Net profit attributable to owner's of parent company -4,034,586.49 -9,094,775.47
Minority shareholders' gains and losses - -
V.Earnings per share
i.Basic earnings per share
ii.Diluted earnings per share
VI.Other integrated income -248,916.25 -109,986.25
VII. Total of intergrated income -4,283,502.74 -9,204,761.72
Total amount of owners' integrated income attributable to parent co., -4,283,502.74 -9,204,761.72
Total amount of integrated income attributable to minority shareholders - -
（The Notes to the Financial Statements are essential parts of the Finanical Statements）
33
Cash Flow Statement
Jan. - June 2013
Prepared by Shenzhen Tellus Holding Co., Ltd In RMB/CNY
Items Note Amount at this period Amount at last period
I.Cash flows arising from operating activities
Cash received from selling goods and provising labor services 10,165,621.62 233,640.00
Write-back of tax received - -
Other cash received concerning operating activities 101,880,965.23 15,316,770.47
Subtotal of cash inflow arising from operating activities 112,046,586.85 15,550,410.47
Cash paid to/for purchasing goods and receiving labor services - -
Cash paid to/for staff and workers 6,037,588.81 5,821,300.83
Taxes paid 1,285,904.17 1,190,195.08
Other cash paid concerning operating activities 72,033,784.75 4,748,342.21
Subtotal of cash outflow arising from operating activities 79,357,277.73 11,759,838.12
Net cash flows arising from operating activities 32,689,309.12 3,790,572.35
II.Cash flows arising from investment activities
Cash received from recovering investment - -
Cash received from investment income 72,938.25 48,625.50
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 72,938.25 48,625.50
Net cash paid for purchasing fixed, intangible and other
51,048.00 50,214.28
long-term assets
Cash paid for investment 9,900,000.00 -
Net cash received from subsidiaries and other units - -
Other cash paid concerning investing activities - -
Subtotal of cash outflow from investing activities 9,951,048.00 50,214.28
Net cash flows arising from investing activities -9,878,109.75 -1,588.78
III.Cash flows arising from financing activities
Cash received from absorbing investment - -
Incl:Cash received from absorbing minority shareholders - -
Cash received from loan - -
Other cash received concerning financing activities - -
Subtotal of cash inflow from financing activities - -
Cash paid for settling debts 3,000,000.00 2,240,000.00
Cash paid for dividend and profit distributing or interest paying 2,479,252.43 1,524,540.76
Incl:Dividend and profit of minority shareholder paid by subsidiaries
Other cash paid concerning financing activities - -
Subtotal of cash outflow from financing activities 5,479,252.43 3,764,540.76
Net cash flow arising from financing activities -5,479,252.43 -3,764,540.76
IV.Influence on cash due to fluctuation in exchange rate -81.72 20.17
V.Net increase of cash and cash equivalents 17,331,865.22 24,462.98
Plus:Balance of cash and cash equivalents at the period begin 1,614,187.49 64,442.86
VI.Balance of cash and cash equivalents at the period-end 18,946,052.71 88,905.84
（The Notes to the Financial Statements are essential parts of the Finanical Statements）
34
Statement on Changes of Owners' Equity
Semi-annual of 2013
Prepared by Shenzhen Tellus Holding Co., Ltd In RMB/CNY
Current amount Amount of last year
Items Owners' equity attributable to parent company Owners' equity attributable to parent company
Minority interest Total owners' equity Minority interest Total owners' equity
Share capital Capital reserve Surplus reserves Retained profit Share capital Capital reserve Surplus reserves Retained profit
I.Balance at the end of last year 220,281,600.00 5,539,271.27 2,952,586.32 -97,009,267.91 - 131,764,189.68 220,281,600.00 5,376,028.52 2,952,586.32 -102,619,271.11 - 125,990,943.73
Plus:Changes of accounting policy - - - - - - - - - - - -
Error correction of the last period - - - - - - - - - - - -
II.Balance at this year-begin 220,281,600.00 5,539,271.27 2,952,586.32 -97,009,267.91 - 131,764,189.68 220,281,600.00 5,376,028.52 2,952,586.32 -102,619,271.11 - 125,990,943.73
III.Increase/decrease in this
- -248,916.25 - -4,034,586.49 - -4,283,502.74 - 163,242.75 - 5,610,003.20 - 5,773,245.95
year(Decrease is listed with"-")
（I)Net profit - - - -4,034,586.49 - -4,034,586.49 - - - 5,610,003.20 - 5,610,003.20
（II)Other integrated income - -248,916.25 - - - -248,916.25 - 163,242.75 - - - 163,242.75
Subtotal of (I) and (II) - -248,916.25 - -4,034,586.49 - -4,283,502.74 - 163,242.75 - 5,610,003.20 - 5,773,245.95
(III)Owners' devoted and decrease capital - - - - - - - - - - - -
1.Owners' devoted capital - - - - - - - - - - - -
2.Amount calculated into
- - - - - - - - - - - -
owners' equity paid in shares
3.Other - - - - - - - - - - - -
（IV)Profit distribution - - - - - - - - - - - -
1.Withdrawal of surplus reserves - - - - - - - - - - - -
2Withdrawal of general risk provision - - - - - - - - - - - -
3.Distribution for owners(shareholders) - - - - - - - - - - - -
4.Other - - - - - - - - - - - -
(V)Carrying forward internal owners' equity - - - - - - - - - - - -
1.Capital reserves converted to capital
- - - - - - - - - - - -
(share capital)
2.Surplus reserves converted to capital
- - - - - - - - - - - -
(share capital)
3Remedying loss with profit surplus - - - - - - - - - - - -
4.Other - - - - - - - - - - - -
（VI）Special inventory - - - - - - - - - - - -
1.Withdrawal in this period - - - - - - - - - - - -
2.Used in this period - - - - - - - - - - - -
IV.Balance at the end of this year 220,281,600.00 5,290,355.02 2,952,586.32 -101,043,854.40 - 127,480,686.94 220,281,600.00 5,539,271.27 2,952,586.32 -97,009,267.91 - 131,764,189.68
35
SHENZHEN TELLUS HOLDING CO., LTD.
Notes to Financial Statements
Ended as 30 June 2013 Unit: RMB Currency: CNY
I. Company profiles
1. Historical development of the Company
Shenzhen Tellus Holding Co., Ltd. (hereinafter referred to as ―the Company‖ or ―Company‖), former Shenzhen Machinery
Industry Co., Ltd., was founded on 10 November 1986. Shenzhen Machinery Industry Co., Ltd changed to Shenzhen Tellus
Machinery Co. Ltd. dated 2 January 1992. Being approved by the Shenzhen Municipal People’s Government ―Shen Fu Ban
Fu (1992) No.: 1850‖, Shenzhen Tellus Machinery Co. Ltd. reorganized as a public limited company with name changed as
Shenzhen Tellus Machinery Co. Ltd. On 15 March 1993, being approved by branch of Shenzhen Special Economic Zone of
People’s Bank of China ―Shen Ren Yin Fu Zi (1993) No.: 092‖, the Company released 25.98 million registered common A
shares with RMB 1.00 par value as well as 20 million B shares. And the Company renamed as Shenzhen Tellus Holding Co.,
Ltd. dated 30 June 1994 after approval from the Shenzhen Administration for Industry and commerce. Business License for
Legal Person Numbered of the Company: 440301103017750. Headquarter of the Company locates in 3/F, Tellus Building,
Shuibei 2nd Road, Luohu District, Shenzhen, Guangdong Province.
The Company and its subsidiaries (together as ―the Group‖) mainly engaged in the automobile overall services, including
automobile retailing, inspection and maintenance, production of inspection equipment, property lease and property
management service, etc., included in the industry of wholesale business of energy, materials and mechanical-electronic
instruments.
Capital structure of the Company while initial public offering:
Type Amount (Share) Ratio (%)
I. Non-tradable share
Including: State shares 120,900,000 72.45
Total non-tradable shares 120,900,000 72.45
II. Outstanding shares
1. Tradable A-Share 25,980,000 15.57
2. Tradable B-Share 20,000,000 11.98
Total tradable shares 45,980,000 27.55
Total 166,880,000 100.00
All previous changes in the share capital after the establishment of the Company:
(1) Bonus shares in 1993
The Company held the resolution of annual shareholders' general meeting of 1993, distribute dividend of 0.5 Yuan in cash
for every 10 shares and 2 more bonus shares to all shareholders based on the Company’s total share capital of 166,880,000
shares on 31st, Dec., 1993, and the Company’s total share capital changed to 200,256,000 shares.
On 22nd April 1994, Shenzhen Securities Regulatory Office approved the stock dividend scheme of the Company. After the
implementation of the stock dividend program, the ownership structure of the Company became as follows:
Type Amount (Share) Ratio (%)
36
Type Amount (Share) Ratio (%)
State-owned corporate shares 145,080,000 72.45
Domestic public shares 31,176,000 15.57
RMB special stock (B-Share) 24,000,000 11.98
Total 200,256,000 100.00
(2) Bonus shares and capitalization in 1994
On 28th May 1995, the shareholders' general meeting of the Group approved the bonus share and capitalization program
proposed by the board of directors. The Company distributes 0.5 bonus shares to every 10 shares with 0.5 more shares
increased for 0.5 Yuan dividend in cash to all shareholders based on the Company’s total share capital of 200,256,000 shares
on 31st, Dec., 1994, and the Company’s total share capital changed to 220,281,600 shares.
Equity structure of the Company after bonus scheme implemented:
Type Amount (Share) Ratio (%)
State-owned corporate shares 159,588,000 72.45
Domestic public shares 34,293,600 15.57
RMB special stock (B-Share) 26,400,000 11.98
Total 220,281,600 100.00
(3) The changes of controlling shareholders in 1997
On 31st March 1997, in accordance with the approval of ―Shenfuhan [1997] No.19‖ and ―Zhengjianhan [1997] No.5‖, the
People's Government of SZ Municipality and China Securities Regulatory Commission agreed Shenzhen Investment and
Management Company to transfer its 159,588,000 shares of State shares to ―Shenzhen Special Development Group Co.,
Ltd‖ (hereinafter referred to as ―SDG‖), which took proportion of 72.45% in the total share capital.
(4) Reform of non-tradable shares in 2006
In December 2005, Shenzhen State-owned Assets Supervision and Administration Commission approved the non-tradable
shares reform program of Shenzhen Tellus (Group) Ltd. which reported by the Company’s non-tradable shareholders -
Shenzhen Special Development Group Co., Ltd.
On 4th January 2006, SDG paid 13,717,440 shares of stock to the shareholders of A shares in circulation as the consideration
of the non-tradable shares reform, and SDG held 66.22% of the Company’s total share capital after the non-tradable shares
reform. After the implementation of the non-tradable shares reform program, the ownership structure of the company
became as follows:
Type Amount (Share) Ratio (%)
State-owned corporate shares 145,870,560 66.22
Domestic public shares 48,011,040 21.80
RMB special stock (B-Share) 26,400,000 11.98
Total 220,281,600 100.00
As of 30 June 2013, the Company has issued 220, 281,600 shares accumulatively, refer to Note VII. 29 for more details.
The business scope of the Company includes: invest and set up industries (specific projects to be reported separately);
Engaged in the real estate development and management in the land having legitimate right of use; Domestic commerce,
Materials supply and marketing (excluding the franchise, special control and monopoly of goods); Leasing and management
of owned property. Operate the self-manufactured products of the Company and the affiliated enterprises, the self-use
production materials, the metalworking machines, and the import and export business of universal parts, therein to, the
37
import and export business is handled in accordance with Shen Mao Guan Zheng Zi No. 098 foreign trade accreditation
certificate.
The parent company of the Group is Shenzhen Special Development Group Co., Ltd., and the ultimate controller is
Shenzhen State-owned Assets Supervision and Administration Commission.
This financial statement is approved for disclosure by resolution from the Board dated 26 August 2013.
II. Basis Preparation of the Financial Statements
The financial statements of the Group is prepared based on the going-concern assumption in accordance with the actually
occurred transactions and events and the ―Accounting Standards for Business Enterprises – Basic Standards‖ and 38 specific
accounting standards promulgated by the ministry of finance on 15th, Feb., 2006, the subsequently promulgated application
guide and interpretation of the accounting standards for business enterprises and other relevant provisions (hereinafter
collectively referred to as ―ASBE‖), and China Securities Regulatory Commission ―information disclosure regulations No.15
for the companies publicly issuing securities - general provisions of financial reports‖ (2010 Revision)
In accordance with the relevant regulations of Accounting Standards for Business Enterprises, the financial accounting of the
Group is based on the accrual basis. Except for the financial instruments, this financial statement takes the historical cost as
the measuring base. If the assets decrease in value, count and withdraw the corresponding impairment in accordance with the
relevant provisions.
III. Statement of Compliance with the Accounting Standards for Business Enterprises
The financial statements prepared by the Groups meet the requirements of the Accounting Standards for Business Enterprises,
truthfully and completely reflect the financial situation of the Company and the Group on 30 th, June, 2013, and the business
performance and cash flow in the first half year of 2013. In addition, the financial statements of the Company and the Group
meet the disclosure requirements of ―Preparation Regulation of Information Disclosure for Enterprise with Security Issued
Publicly No.15—General Rules of Financial Report‖ revised by China Securities Regulatory Commission in all significant
aspects.
IV. Main accounting policy and estimate
1. Fiscal period
The accounting period of the Group includes annual and interim, accounting interim refers to the reporting period shorter
than a complete fiscal year. The fiscal year of the Group adopts the Gregorian calendar, i.e. from 1 January to 31 December
for each year.
2. Book-keeping currency
RMB is the currency in the major economic environment of the Company and its sub-company which take RMB as the
book-keeping currency. The Group adopts RMB as the currency when preparing this financial statement.
3. The accounting treatment of business merger
Business merger refers to the transactions or matters that two or more than two individual enterprises form a reporting entity.
Business merger includes the business merger under the common control and the different control.
(1) Business merger under the common control
Business merger under the common control means the enterprises participated in the merger are subject to the ultimate
control of the same party or the same multi-party before and after the merger, and the control is not temporary. For the
business merger under the same control, the party obtains the control rights of other enterprises participated in the merger on
the merger date is the merging party, and other enterprises participated in the merger are the merged party. The merger date
refers to the date that the merging party obtains the control rights of the merged party.
The assets and liabilities of the merging party should be measured in accordance with the book value of the combined party
on the combining date. The balance between the book value of the net asset obtained by the merging party and the book
value of the merger consideration (or the total face value of the issued shares) paid by the merging party, and adjust the
capital reserve (share premium); for the capital reserve (share premium) insufficient to reduce, adjust the retained earnings.
All direct expenses the merging party spent for the business merger are included in the current profit and loss when the
business merger occurred.
(2) Business merger under the different control
Business merger under the different control means the enterprises participated in the merger are not subject to the ultimate
control of the same party or the same multi-party before and after the merger. For the business merger under the different
38
control, the party obtains the control rights of other enterprises participated in the merger on the acquisition date is the
acquirer, and other enterprises participated in the merger are the acquiree. The acquisition date refers to the date that the
acquirer obtains the control rights of the acquiree.
As for the business merger under the different control, the merger costs contain the assets paid by the acquirer for obtaining
the control rights of the acquiree on the acquisition date, the liabilities incurred or assumed, and the fair value of the issued
equity securities. The intermediary fees such as auditing, legal services and consulting services costs and other
administrative costs incurred by the business merger are charged to the current profit and loss. The transaction costs of the
equity securities or debt securities issued as the combination consideration by the acquirer are reckoned in the initially
recognized amount of the equity securities or debt securities. As for the involved or existing consideration reckoned in the
merger costs in accordance with the fair value on the acquisition date, correspondingly adjust the consolidated goodwill for
these needs to be adjusted or possess consideration because new or further evidence appears for the situations existing on the
acquisition date within 12 months after the acquisition date. As for the business merger achieved in stages by multiple
exchanges and transactions, the stock rights of the acquiree held before the acquisition date should be re-measured in
accordance with the stock rights’ fair value on the acquisition date in the consolidated financial statement of the Group, the
balance between the fair value and its book value is reckoned in the current investment income on the acquisition date,
meanwhile, transfer other consolidated income related to the stock rights of the acquiree held before the acquisition date to
the current investment income, and the merger costs are the sum of the fair values of the stock rights of the acquiree held
before the acquisition date and the stock rights of the acquiree increased and held on the acquisition date.
The merger costs of the acquirer and the net identifiable assets obtained in the merger are reckoned in accordance with the
fair value on the acquisition date. The balance of which the merger costs are more than the net identifiable assets’ fair value
share of the acquiree obtained in the merger on the acquisition date is recognized as goodwill. For those whose merger costs
are less than the net identifiable assets’ fair value share of the acquiree obtained in the merger, recheck the obtained
identifiable assets, liabilities, and the fair value with contingent liability of the acquiree, and the measurement of the merger
costs at first, while for those whose merger costs are still less than the net identifiable assets’ fair value share of the acquiree
obtained in the merge after rechecking, reckon its the balance in the current profit and loss.
For the deductable temporary difference obtained by the acquirer from the acquiree that is not confirmed because of not
meeting the assets confirmation requirements of the deferred income taxes on the acquisition date, if there is new or further
information states that the relevant conditions on the acquisition date has already existed and the economic interests on the
acquisition date brought by the deductable temporary difference can be realized by the acquiree within 12 months after the
acquisition date, then confirm the relevant deferred income tax assets, and decrease the goodwill, as for the goodwill
insufficient for reducing, confirm the difference to be the current profit and loss; except for the above-mentioned cases,
reckon those deferred income tax assets related to the business merger in the current profit and loss.
4 Preparing method of consolidated financial statements
(1) Determinate principles of range for consolidation financial statement
Consolidation range for consolidation financial statement should be recognized based on the control.
Controlling means the Company has the ability to decide the financial and operation policy of the invested
unit and can obtain profit from the unit’s business operation. Range of consolidation including the
Company and all subsidiaries. Subsidiary means the enterprise or subject controlled by the Company.
(2) Preparing method of consolidated financial statements
Since the date of gaining the net assets and the actual control rights of the production and operation decision-making of the
subsidiaries, the Group has started to bring it into the consolidation scope; stop to bring into the consolidation scope since
the date of losing the actual control rights. As for the disposed subsidiaries, the business performance and cash flow before
the disposal have been suitably included in the consolidated income statement and the consolidated cash flow statement; as
for the subsidiaries currently disposed; don’t adjust the opening balance of the consolidated balance sheet. For the
subsidiaries increased by the business merger under the different control, the business performance and cash flow after its
acquisition date have been suitably included in the consolidated income statement and the consolidated cash flow statement,
and don’t adjust the opening balance and correlation date of the combined financial statement. For the subsidiaries increased
by the business merger under the common control, the business performance and cash flow from the beginning period of the
merger to its merger date have been suitably included in the consolidated income statement and the consolidated cash flow
statement, and adjust the correlation date of the combined financial statement at the same time.
When preparing the consolidated financial statements, for the accounting policies adopted by the subsidiaries and the
Company being inconsistent during the accounting time period, adjust in accordance with the accounting policies of the
Company and the financial statements of the subsidiaries during the accounting time period. As for the subsidiaries obtained
by the business merger under the different control, adjust the financial statements based on the fair value of the net
identifiable assets on the acquisition date.
All significant intra-group current account balances, transactions and unrealized profits are offset in the preparation of
39
consolidated financial statements.
The stockholders' equity of the subsidiaries and the shares not belong to the Company in the current net profit or loss are
respectively served as the separate presentation in the stockholders' equity and net profits of the minority interest and
minority interest income in the consolidated financial statements. The shares of the current net profit or loss of the
subsidiaries that belong to the minority interest are listed under net profit item in the consolidated profit statement as
―minority interest income‖ item. Reduce the minority interest for those that the subsidiaries’ losses shared by the minority
shareholders exceed the shares that the minority shareholders gained from the owner's equity at the beginning period of this
subsidiary.
When losing the control rights of the original sub companies because of disposing some equity investment
or other reasons, re-measure the residual equity in accordance with its fair value on the date of losing the
control rights. Use the sum of the consideration obtained by disposing the stock rights and the fair value of
the residual equity to minus the balance among the net assets’ shares of the original sub companies
continuously calculated since the acquisition date in accordance with the original shareholding ratio, and
then reckon in the current investment income when losing the control rights. Transfer the other
consolidated incomes related to the equity investment of the original sub companies to the current
investment income when losing the control rights. Thereafter, do the follow-up measurement for this part’s
residual equity in accordance with the relevant provisions of ―Accounting Standards for Business
Enterprises No.2 - long-term equity investment‖ or ―Accounting Standards for Business Enterprises No.22
- financial instruments recognition and measure’, refer to the Note IV 10 ―long-term equity investment‖ or
the Note IV 7 ―financial instruments‖ for details
5. Determination criteria of cash and cash equivalent
Cash and cash equivalent of the Group including stock cash, deposits available for payment at any time
and the investment held by the Group with the follow characters obtained at the same time: short term
(expire within 3 months commencing from purchase day), active liquidity, easy to convert to
already-known cash, and small value change risks.
6. Foreign Currency Operations
(1) Basis for translation of foreign currency transactions
The foreign currency transactions of the Company, when initially recognized, are translated into functional currency at the
prevailing spot exchange rate on the date of exchange (usually refers to the middle rate of the exchange rate for the day as
quoted by the People’s Bank of China, the same below) while the Company’s foreign currency exchange operations and
transactions in connection with foreign currency exchange shall be translated into functional currency at the exchange rate
actually adopted.
Foreign currency business is accounted with amount denominated in RMB as translated at the spot exchange rate as of the
occurrence day of such business. The occurred foreign currency exchange business or transactions with foreign currency
exchange involved shall be translated at the effective exchange rate (i.e. exchange rate adopted by banks for such
transactions) adopted by such transaction.
(2) Basis for translation of foreign currency monetary items and foreign currency non-monetary items
On the balance sheet date, foreign currency monetary items shall be translated at the spot exchange rate on
the balance sheet date. All differences are included in the consolidated income statement, except for: ①
the differences arising from foreign currency borrowings related to the acquisition or construction of fixed
assets which are qualified for capitalization; and ② except for other carrying amounts of the amortization
costs, the differences arising from changes of the foreign currency items available for sale.
The foreign currency non-monetary items measured at historical cost shall still be measured by the
functional currency translated at the spot exchange rate on the date of the transaction. Foreign currency
non-monetary items measured at fair value are translated at the spot exchange rate on the date of
determination of the fair value. The difference between the amounts of reporting currency before and after
the translation will be treated as changes in fair value (including changes in foreign exchange rates) and
recognized in profit or loss for the period or recognized as other consolidated income and included in the
capital reserves.
7. Financial instruments
40
(1) Method of determination of the fair value for financial assets and financial liabilities
The fair value refers to the amount, at which both willing parties to a fair transaction who are familiar with
the condition exchange their assets or clear off their debts under fair conditions. Financial instruments exist
in an active market. Fair value is determined based on the quoted price in such market. An active market
refers to where pricing is easily and regularly obtained from exchanges, brokers, industrial organizations
and price-fixing service organizations, representing the actual price of a market transaction that takes place
in a fair deal. While financial instruments do not exist in an active market, the fair value is determined
using valuation techniques. Valuation technologies include reference to be familiar with situation and
prices reached in recent market transactions entered into by both willing parties, reference to present fair
values of similar other financial instruments, cash flow discounting method and option pricing models.
(2) Classification, recognition and measurement of the financial assets
By way of buying and selling the financial assets in a regular way, recognition and derecognition are
carried out according to the accounts on the transaction day. Financial assets are divided into financial
assets at fair value through profit or loss, held-to-maturity investments, loans, accounts receivable and
available for-sale financial assets when they are initially recognized. Financial assets and financial
liabilities are initially recognized at fair value. For financial assets and financial liabilities classified as fair
value through profit or loss, relevant transaction costs are directly recognized in profit or loss for the
period. For financial assets classified as other categories, relevant transaction costs are included in the
amount initially recognized.
①Financial assets carried at fair value through profit or loss for the current period
They include financial assets held for trading and financial assets designated as at fair value through profit
or loss for the current period.
Financial assets may be classified as financial assets held for trading if one of the following conditions is
met: A. the financial assets is acquired or incurred principally for the purpose of selling it in the near term;
B. the financial assets is part of a portfolio of identified financial instruments that are managed together
and for which there is objective evidence of a recent pattern of short-term profit taking; or C. the financial
assets is a derivative, excluding the derivatives designated as effective hedging instruments, the derivatives
classified as financial guarantee contract, and the derivatives linked to an equity instrument investment
which has no quoted price in an active market nor a reliably measured fair value and are required to be
settled through that equity instrument.
A financial asset may be designated as at FVTPL upon initial recognition only when one of the following
conditions is satisfied: A. Such designation eliminates or significantly reduces a measurement or
recognition inconsistency that would otherwise result from measuring assets or recognizing the gains or
losses on them on different bases; or B. The financial asset forms part of a group of financial assets or a
group of financial assets and financial liabilities, which is managed and its performance is evaluated on a
fair value basis, in accordance with the Group’s documented risk management or investment strategy, and
information about the grouping is reported to key management personnel on that basis.
Financial assets carried at fair value through profit or loss for the current period is subsequently measured
at fair value. The gain or loss arising from changes in fair value and dividends and interest income related
to such financial assets are charged to profit or loss for the current period.
Held-to-maturity investments
They are non-derivative financial assets with fixed maturity dates and fixed or determinable payments that
the Group has positive intent and ability to hold to maturity.
Held-to-maturity investments are subsequently measured at amortized cost using the effective interest
method. Gain or loss on derecognition, impairment or amortization is recognized through profit or loss for
the current period.
41
The effective interest method is a method of calculating the amortized cost of a financial asset and of
allocating interest income or expense over each period based on the effective interest of a financial asset or
a financial liability (including a group of financial assets or financial liabilities). The effective interest is
the rate that discounts future cash flows from the financial asset or financial liability over its expected life
or (where appropriate) a shorter period to the carrying amount of the financial asset or financial liability.
In calculating the effective interest rate, the Group will estimate the future cash flows (excluding future
credit losses) by taking into account all contract terms relating to the financial assets or financial liabilities
whilst considering various fees, transaction costs and discounts or premiums which are part of the effective
interest rate paid or received between the parties to the financial assets or financial liabilities contracts.
③ Loans and receivable
They are non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market. Financial assets, including bills receivable, accounts receivable, interest receivable,
dividends receivable and other receivables, are classified as loans and receivables by the Group.
Loans and receivables are subsequently measured at amortized cost using the effective interest method.
Gain or loss arising from derecognition, impairment or amortization is recognized in current profit or loss.
④Available-for-sale financial assets
They include non-derivative financial assets that are designated in this category on initial recognition, and
the financial assets other than the financial assets at fair value through profit and loss, loans and
receivables and held-to-maturity investments.
Available-for-sale financial assets are subsequently measured at fair value. The gain or loss on change in
fair value are recognized as other comprehensive income and charged to capital reserves, except for
impairment loss and exchange differences arising from foreign monetary financial assets and amortized
cost which are accounted for through profit or loss for the current period. The financial assets will be
transferred out of the financial assets on derecognition and accounted for through profit or loss for the
current period.
Interests received from available-for-sale financial assets held and the cash dividends declared by the
investee are recognized as investment income.
(3) Impairment of financial assets
In addition to financial assets at fair value through profit or loss for the current period, the Group reviews
the book value of other financial assets at each balance sheet date and provide for impairment where there
is objective evidence that financial assets are impaired.
For a financial asset that is individually significant, the Group assesses the asset individually for
impairment. For a financial asset that is not individually significant, the Group assess the asset individually
for impairment or include the asset in a group of financial assets with similar credit risk characteristics and
collectively assess them for impairment. If it is determined that no objective evidence of impairment exists
for an individually assessed financial asset, whether the financial asset is individually significant or not, the
financial asset is included in a group of financial assets with similar credit risk characteristics and
collectively assessed for impairment. Financial assets for which an impairment loss is individually
recognized are not included in the collective assessment for impairment.
①Impairment of held-to-maturity investments, loans and receivables
The carrying amount of financial assets measured at costs or amortized costs are subsequently reduced to
the present value discounted from its projected future cash flow. The reduced amount is recognized as
impairment loss and recorded as profit or loss for the period. After recognition of the impairment loss from
financial assets, if there is objective evidence showing recovery in value of such financial assets impaired
and which is related to any event occurring after such recognition, the impairment loss originally
recognized shall be reversed to the extent that the carrying value of the financial assets upon reversal will
not exceed the amortized cost as at the reversal date assuming there is no provision for impairment.
42
Impairment of available-for-sale financial assets
In the event that decline in fair value of the available-for-sale equity instrument investment is regarded as
―severe decline‖ or ―non-temporary decline‖ on the basis of comprehensive related factors, it indicates that
there is impairment loss of the available-for-sale equity instrument investment. In particular, ―severe
decline‖ refers to accumulative decline in fair value is more than 20%. ―Non-temporary decline‖ refers to
the fair value decreased continuously for more than 12 months.
When the available-for-sale financial assets impair, the accumulated loss originally included in the capital
reserve arising from the decrease in fair value was transferred out from the capital reserve and included in
the profit or loss for the period. The accumulated loss that transferred out from the capital reserve is the
balance of the acquired initial cost of asset, after deduction of the principal recovered, amortized amounts,
current fair value and the impairment loss originally included in the profit or loss.
After recognition of the impairment loss, if there is objective evidence showing recovery in value of such
financial assets impaired and which is related to any event occurring after such recognition in subsequent
periods, the impairment loss originally recognized shall be reversed. The impairment loss reversal of the
available-for-sale equity instrument will be recognized as other consolidated income, and the impairment
loss reversal of the available-for-sale debt instrument will be included in the profit or loss for the period.
When an equity investment that is not quoted in an active market and the fair value of which cannot be
measured reliably, or the impairment loss of a derivative financial asset linked to the equity instrument that
shall be settled by delivery of that equity instrument, then it will not be reversed.
(4) Recognition and measurement of transfers of financial asset
Financial asset that satisfied any of the following criteria shall be derecognized: the contract right to
recover the cash flows of the financial asset has terminated; the financial asset, along with substantially
all the risk and return arising from the ownership of the financial asset, has been transferred to the
transferee; and the financial asset has been transferred to the transferee, and the transferor has given up
the control on such financial asset, though it does not assign maintain substantially all the risk and return
arising from the ownership of the financial asset.
When the entity does not either assign or maintain substantially all the risk and return arising from the
ownership of the financial asset and does not give up the control on such financial asset, to the extent of its
continuous involvement in the financial asset, the entity recognizes it as a related financial asset and
recognizes the relevant liability accordingly. The extent of the continuous involvement is the extent to
which the entity exposes to changes in the value of such financial assets.
On derecognition of a financial asset, the difference between the following amounts is recognized in profit
or loss for the current period: the carrying amount and the sum of the consideration received and any
accumulated gain or loss that had been recognized directly in equity.
If a part of the financial assets qualifies for derecognition, the carrying amount of the financial asset is
allocated between the part that continues to be recognized and the part that qualifies for derecognition,
based on the fair values of the respective parts. The difference between the following amounts is
recognized in profit or loss for the period: the sum of the consideration received and the carrying amount
of the part that qualifies for derecognition and the aforementioned carrying amount.
(5) Classification and measurement of financial liabilities
At initial recognition, financial liabilities are classified either as ―financial liabilities at fair value through
profit or loss‖ or ―other financial liabilities‖. Financial liabilities are initially recognized at fair value. For
financial liabilities classified as fair value through profit or loss, relevant transaction costs are directly
recognized in profit or loss for the period. For financial liabilities classified as other categories, relevant
transaction costs are included in the amount initially recognized.
① Financial liabilities at fair value through profit or loss for the period
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The criteria for a financial liability to be classified as held for trading and designated as at financial
liabilities at fair value through profit or loss are the same as those for a financial asset to be classified as
held for trading and designated as at financial assets at fair value through profit or loss.
Financial liabilities at fair value through profit or loss for the period are subsequently measured at fair
value. The gain or loss arising from changes in fair value and dividends and interest income related to such
financial liabilities are included into the current profit or loss.
Other financial liabilities
Derivative financial liabilities which are linked to equity instruments that are not quoted in an active
market and the fair value of which cannot be measured reliably measured, and which shall be settled by
delivery of equity instruments are subsequently measured at cost. Other financial liabilities are
subsequently measured at amortized cost using the effective interest method. Gains or losses arising from
derecognition or amortization is recognized in profit or loss for the current period.
(6) Derecognition of financial liabilities
Financial liabilities are derecognized in full or in part only when the present obligation is discharged in full
or in part. An agreement is entered between the Group (debtor) and a creditor to replace the original
financial liabilities with new financial liabilities with substantially different terms, derecognize the original
financial liabilities as well as recognize the new financial liabilities.
When financial liabilities is derecognized in full or in part, the difference between the carrying amount of
the financial liabilities derecognized and the consideration paid (including transferred non-cash assets or
new financial liability) is recognized in profit or loss for the current period.
(7) Offset of Financial Assets and Financial Liabilities
If the Group owns the legitimate rights of offsetting the recognized financial assets and financial liabilities,
which are enforceable currently, and the Group plans to realize the financial assets or to clear off the
financial liabilities by net amount method, the amount of the offsetting financial assets and financial
liabilities shall be reported in the balance sheep. Otherwise, financial assets and financial liabilities are
presented separately in the balance sheet without offsetting.
(8) Equity instruments
Equity instruments are any contract that evidences a residual interest in the assets of an entity after
deducting all of its liabilities. For equity instruments, the price received during the issue shall be added to
shareholder’s equity after reducing the transaction fees.
The distribution (excluding the dividends) to the equity instrument holders by the Group shall reduce the
shareholder’s equity. The Group shall not recognize the changes of the equity instruments’ fair value.
8. Account receivable
Account receivable including receivables and other account receivables etc.
(1) Recognition standards for bad debt provision
On balance sheet date, the Company examined book value of the account receivable, if the followed objective evidence has
been show for impairment occurred, impairment provision shall withdrawal: ①the debtor has serious financial difficulties;
②debtor violated the terms of the contract (such as interest or principal payment default or overdue etc.); ③debtor
probably close down or exercise other financial restructuring; and ④other objective evidence showing impairment occurred
on receivables.
(2) Withdrawal method for bad debt provision
①Recognition criteria and depreciation method for account receivable with large single amount and accrued for provision of
bad debt on a single basis
Account receivable with over RMB one million and other account receivable with over RMB 500,000 are recognized as
account receivable with large single amount.
The Company exercise impairment test separately on account receivable with large single amount, if no impairment been
found in financial assets after separate testing, they shall be included in portfolios of accounts receivable with similar credit
risk features for impairment tests.
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For accounts receivable with confirmed impairment losses after separate tests, they shall not be included in portfolios of
accounts receivable with similar credit risk features for impairment tests.
②Recognition criteria and depreciation method for account receivable with accrued for provision of bad debt on credit risk
portfolio basis
A. Recognition basis for credit risk characteristics portfolio
As for the account receivable with minor single amount and those with major amount without impairment had been found
after testing on a single basis, the Company grouping the financial assets according to similarity and relativity of the credit
risk characteristics. The credit risk characteristics usually reflect the repaying capability for all due amount from debtors, in
line with the terms of the contract, and related with the measurement of future cash flow on assets which has been examined.
Recognition basis for different portfolio
Item Basis
Divide the portfolio on the age of account receivable as a credit risk
Age portfolio
characteristics
B. Depreciation method for bad debt provision recognized by credit risk characteristics portfolio
At the time of impairment testing, the bad debt amount will recognized by the estimated losses, according to historical losses
experience, which has been occurred in account receivable portfolio, and current economic status as well as portfolio
structure and similar credit risk characteristics (debt paying capability for debtor based on terms of the contract).
Depreciation method of bad debt provision in different portfolio
Item Depreciation method
Age portfolio Accrual bad debt provision by aging of accounts
a. Depreciation method of bad debt provision by aging of accounts in portfolio
Age Accrual ratio of account receivable (%) Accrual ratio of other receivables (%)
Within 1 year (including one year, the same
below) No accrual No accrual
1-2 years 5 5
2-3 years 20 20
Over 3 years 50 50
③Accounts receivable that are individually insignificant but with bad debt provision provided on an individual basis:
Account receivable with RMB one million at most and other account receivable with RMB 500,000 at most are recognized
as account receivable with insignificant single amount.
As for the account receivable with insignificant single amount but with followed features, exercise impairment separately, if
there has evidence of impairment, provision for bad debts shall be made at the difference of present value of estimated future
cash flows in short of their book values, and shall be recognized as impairment losses: account receivable with dispute and
arbitration involved or exist with the counter party; receivables which has obvious evidence that the debtor probably unable
to performed payment obligations etc.
(3) Reversal of bad debt provisions
If there is evidence showing that the value of the account receivable has been recovered, and that the
recovery is objectively related to events after recognition of the loss, the originally recognized impairment
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loss should be reversed and included in current profit and loss. However, the book values after such
reversal shall not exceed the amortized costs of the account receivable on the reversal date, assuming there
is no provision for impairment.
9. Inventories
(1)Classification of inventories
Inventory including raw materials, stock commodity and low value consumables etc.
(2) Pricing for inventories delivered and obtained
Purchase and storage of vary inventories are value at actual costs; delivered inventory value on
weighted average method while low value consumables and wrappage value on gradation amortization
method.
(3)Recognition for net realizable value of inventories and withdrawal method for inventory impairment provision
Net realizable value refers to the amount resulted by inventory’s estimated sale price minor the cost, which is going to
occurred till end of the completion, estimated sales expenses and relevant taxes, in daily activities. At the time of recognizing
the net realizable value for inventory, on basis of unambiguous evidence, take the purpose of inventory held and influence of
events after the balance sheet date into account at the same time.
On balance sheet date, measure of the inventory is made as the lower of their cost and or net realizable values. Provision for
inventory depreciation reserve are made while the net realizable values below the cost. Inventory falling price reserves
withdrawal usually base on the difference of the cost of single inventory which over the net realizable value.
After inventory impairment provision, if any factor rendering write-downs of the inventories has been
eliminated as net realizable value higher than its book value resulted, the amounts written down are
recovered and reversed from the inventory depreciation reserve, which has been provided for. The reversed
amounts are included into the current profit and loss.
(4) Inventory system was the perpetual inventory system.
10. Long-term equity investment
(1) Determination of investment cost
For a long-term equity investment acquired through a business combination involving enterprises under
common control, the initial investment cost of the long-term equity investment shall be the absorbing
party’s share of the carrying amount of the owner’s equity of the party being absorbed at the date of
combination. For a long-term equity investment acquired through business combination not involving
enterprises under common control, the business combination cost is the aggregate of assets paid, liabilities
incurred or undertook and fair value of equity securities issued by the acquirer. Agent fees incurred by the
acquirer for the acquisition such as audit, legal service, and valuation and consultation fees, and other
related administration expenses are charged to profit or loss in the current period at the time such expenses
incurred. Transaction cost incurred for issuing equity securities or debt securities, which are used as
consideration for the combination, are included in the initial recognition amount of the equity securities or
debt securities.
The long-term equity investment acquired through means other than a business combination shall be
initially measured at its cost. Such cost is depended upon the acquired means of long-term equity
investments, which is recognized based on the purchase cost actually paid by the Group in cash, the fair
value of equity securities issued by the Group, the agreed value of investment contract or agreement, the
fair value or original carrying amounts of the non-monetary asset exchange transaction which the asset will
be transferred out of the Group, and the fair value of long-term equity investment itself. The costs, taxes
and other necessary expenses that are directly attributable to the acquisition of the long-term equity
investments are also included in the investment cost.
(2) Subsequent measurement and profit or loss recognition
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Cost method is used to account for a long-term equity investment where the investor does not have joint
control or significant influence over the investee, and the investment is not quoted in an active market and
its fair value cannot be reliably measured. Long-term equity investments with joint control or significant
influence on the investee are accounted for using equity method. Long-term equity investment without
control or joint control or significant influence with a fair value which can be reliably measured is
accounted for as available-for-sale financial assets or financial assets measured at fair value with any
change in fair value charged to profit or loss.
In addition, long-term equity investments with control on the investee are accounted for using cost method
and record in the Company’s financial statements.
① Long-term equity investments accounted for using the cost method
Under the cost method, a long-term equity investment is measured at its initial investment cost. Except
receiving the actual consideration paid for the investment or the declared but not yet distributed cash
dividends or profits which is included in the consideration, investment gains for the period is recognized as
the cash dividends or profits declared by the investee.
② Long-term equity investments accounted for using the equity method
Under the equity method, where the initial investment cost of a long-term equity investment exceeds the
investor’s interest in the fair value of the investee’s identifiable net assets at the acquisition date, no
adjustment shall be made to the initial investment cost. Where the initial investment cost is less than the
investor’s interest in the fair value of the investee’s identifiable net assets at the acquisition date, the
difference shall be charged to profit or loss for the current period, and the cost of the long term equity
investment shall be adjusted accordingly.
Under the equity method, investment gain or loss represents the Group’s share of the net profits or losses
made by the investee for the current period. The Group shall recognize its share of the investee’s net
profits or losses based on the fair values of the investee’s individual separately identifiable assets at the
time of acquisition, after making appropriate adjustments thereto in conformity with the accounting
policies and accounting periods of the Group. The unrealized gain or loss from internal transactions
entered into between the Group and its associated enterprises and joint ventures is set off according to the
shareholding attributable to the Group and accounted for as investment income and loss based such basis.
However, the unrealized gain or loss from internal transactions entered into between the Group and its
investee is not set up if belonging to impairment loss from assets transferred according to regulations such
as ―Accounting Standards for Business Enterprises No. 8 ―Assets impairment‖. In respect of the other
consolidated income of investees, the carrying amount of long-term equity investments is accordingly
adjusted and recognized as other consolidated income and included in the capital reserves.
The Group’s share of net losses of the investee shall be recognized to the extent that the carrying amount
of the long-term equity investment together with any long-term interests that in substance form part of the
investor’s net investment in the investee are reduced to zero. If the Group has to assume additional
obligations, the estimated obligation assumed shall be provided for and charged to the profit or loss as
investment loss for the period. Where the investee is making profits in subsequent periods, the Group shall
resume recognizing its share of profits after setting off against the share of unrecognized losses.
If there is debit variation in relation to the long-term equity investments in associates and joint venture held
prior to first adoption of the Accounting Standards for Business Enterprises by the Group on 1 January
2007, the amounts amortized over the original residual term using the straight-line method is included in
the profit or loss for the period.
③ Acquisition of minority interests
Upon the preparation of the consolidated financial statements, since acquisition of minority interests
increased of long-term equity investment which was compared to fair value of identifiable net assets
recognized which are measured based on the continuous measurement since the acquisition date (or
combination date) of subsidiaries attributable to the Group calculated according to the proportion of newly
acquired shares, the difference of which recognized as adjusted capital surplus, capital surplus insufficient
to set off impairment and adjusted retained earnings.
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④ Disposal of long-term equity investments
In these consolidated financial statements, where the parent company disposes of a portion of the long term
equity investments in a subsidiary without a change in control, the difference between disposal cost and
disposal of long-term equity investments relative to the net assets of the subsidiary is charged to the
owners’ equity. As for the disposal of a portion of the long term equity investments in a subsidiary by the
parent company leading to lose of control over such subsidiary, it shall be accounted for under the relevant
accounting policies described in Note IV.4(2) headed ―preparation methods for consolidated financial
statements‖.
On disposal of a long-term equity investment otherwise, the difference between the carrying amount of the
investment and the actual consideration paid is recognized through profit or loss in the current period.
Where the equity method is adopted, other comprehensive income attributable to the long term equity
investments previously included in shareholders’ equity shall be transferred to through profit or loss in the
current period on a pro-rata basis. The remaining equity shall be recognized as the long-term equity
investments or other relevant financial assets based on the carrying amount and subsequently measured in
accordance with the accounting policies of the foresaid long-term equity investments or financial assets.
The retrospective adjustment shall be made in accordance with the relevant provisions if the remaining
equity is accounted for using the equity method instead of the cost method.
(3) Recognition of having joint control or significant influence over the investee
The term ―control‖ means that the Group has the power to decide an enterprise’s financial and operating
policy, pursuant to which, the Group can get the power to obtain benefits from its operating activities. Joint
control is the contractually agreed sharing of control over an economic activity, which only exists when
relevant and important financial affairs and management decisions related to such economic activity
require sharing of control by investors who unanimously agree upon. Significant influence is the power to
participate in the financial and operating policy decisions of an enterprise, but to fail to control or joint
control the formulation of such policies together with other parties. In determining whether there is control
or significance influence over the investee, potential voting right factors (such as the convertible corporate
bonds for the period and the exercisable stock warrants for the period of the investee and other invested
units held) were taken into account.
(4) Impairment test method and impairment provision
The Group assesses at each balance sheet date whether there is any indication that any long-term equity
investments may be impaired. If there is any evidence indicating that an asset may be impaired,
recoverable amount shall be estimated for the individual asset. If the recoverable amount of an asset is less
than its carrying amount, the reduction is recognized as an impairment loss and charged to profit or loss for
the current period. A provision for impairment loss of the asset is recognized accordingly.
An impairment loss recognized on long-term equity investments shall not be reversed in a subsequent
period.
11. Investment real estate
Investment real estate is the real estate that held by the Company for purpose of obtaining rent or capital appreciation or both
purpose received. Investment real estate including rented land use right, land use right held ready for transfer after
appreciation and rented buildings etc.
Investment real estate is measured according to the initial cost; the Company adopts the cost model to have follow-up
measurements of the investment real estate. In which the depreciation method and impairment
provision recognition of a building shares the same method with fixed assets’ calculation, the amortizing
method of land use right and impairment provision recognition shares the same method with intangible assets’ calculation.
Impairment test method and accrual of depreciation reserves for the investment real estate please found in ―17. impairment
of non-current and non-financial assets‖ in Note IV
At the time of investment real estate disposed, or permanently out of use and unable to obtained economic benefits from
disposal, the investment real estate shall be de-recognized. The amount after deducted book value and relevant taxes from
income from disposal of real estate sold, transfer, scrap or derogate, shall reckoned into current gains/losses.
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12. Fixed assets
(1) Recognition criteria of fixed assets
Fixed assets refer to the tangible assets held for the purpose of producing commodities, rendering services, renting or
business management with useful lives exceeding one fiscal year.
(2) Depreciation method of fixed assets
The initial measurement of a fixed assets shall be made at its cost and consider expected discard expenses factors alternatives.
Accrual depreciation of fixed assets shall be made based on straight-line depreciation within the service life since the second
month, when the fixed assets reached its expected condition for use. Service life, estimated net residual value and annual
depreciation rate for vary fixed assets are as:
Annual depreciation
Type Depreciation term (year) Residual rate (%)
rate (%)
House and buildings 35 3 2.77
Machinery equipment 12 3 8.08
Transportation equipment 7 3 13.86
Electronic equipment 7 3 13.86
Office and other equipment 7 3 13.86
Decoration charge for self-owned houses 10 0 10.00
Estimated net residual value is the amount obtained from disposal of such fixed assets after estimated disposal expense
deducted, on assumption basis of the fixed assets has full estimated service life and in an anticipating condition of service
life terminated.
(3) Impairment test method and accrual of depreciation reserves for fixed asset
Impairment test method and accrual of depreciation reserves for fixed asset please found in ―17. impairment of non-current
and non-financial assets‖ in Note IV
(4)Others
As for the subsequent expenditure related to fixed assets, if the economic benefits related to the fixed
assets is probable to flow into the Company and its cost could be measured reliably, then the expenditure
shall be included in costs of the fixed assets, and the carrying value of the replaced portion shall be
derecognized. Other subsequent expenditures other than this shall be included in profits or losses of the
period when occurred.
The disposal income from disposal, transfer, dumping or damage of fixed assets less its carrying value and
related tax expenses shall be recorded in profits or losses of the period.
The Company, at least, re-reviews the use of life, projected net residual value and depreciation method of
fixed assets at the end of year. For any change of the above factor, it shall be dealt as change of accounting
estimation.
13. Construction-in-progress
Cost of construction-in-progress should recognized by the actual construction costs, including vary construction costs during
the period of construction, the capitalized borrowing costs prior to the expected conditions for use and other relevant
expenses etc. The construction-in-progress should carry forward as fixed assets after reached the expected conditions for use.
Impairment test method and impairment provision method for the construction-in-progress found in ―17. impairment of
non-current/non-financial assets‖ in Note IV.
14. Borrowing costs
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Borrowing costs include interest, amortization of discounts or premiums related to borrowings, ancillary
costs incurred in connection with the arrangement of borrowings, and exchange differences arising from
foreign currency borrowings. For borrowing costs that are directly attributable to the acquisition,
construction or production of a qualifying asset, when expenditures for the asset and borrowing costs are
being incurred, activities relating to the acquisition, construction or production of the asset that are
necessary to prepare the asset for its intended use or sale have commenced, such borrowing costs shall be
capitalized as part of the cost of that asset; and capitalization shall discontinue when the qualifying asset is
ready for its intended use or sale. Other borrowing costs shall be recognized as expense in the period in
which they are incurred.
Where funds are borrowed for a specific purpose, the amount of interest to be capitalized shall be the
actual interest expense incurred on that borrowing for the period less any bank interest earned from
depositing the borrowed funds before being used into banks or any investment income on the temporary
investment of those funds. Where funds are borrowed for general purpose, the Group shall determine the
amount of interest to be capitalized on such borrowings by applying a capitalization rate to the weighted
average of the excess amounts of cumulative expenditures on the asset over and above the amounts of
specific-purpose borrowings. The capitalization rate shall be the weighted average of the interest rates
applicable to the general-purpose borrowings.
During the capitalization period, exchange differences related to the principal and interest on a specific
purpose borrowing denominated in foreign currency shall be capitalized as part of the cost of the
qualifying asset. Exchange differences related to general-purpose borrowings denominated in foreign
currency shall be included in profit or loss for the current period.
Qualifying assets are assets (fixed assets, investment property, inventories, etc) that necessarily take a
substantial period of time for acquisition, construction or production to get ready for their intended use or
sale.
Capitalization of borrowing costs shall be suspended during periods in which the acquisition, construction
or production of a qualifying asset is interrupted abnormally, when the interruption is for a continuous
period of more than 3 months, until the acquisition, construction or production of the qualifying asset is
resumed.
15. Intangible assets
(1) Intangible assets
An intangible asset is an identifiable non-monetary asset without physical substance owned or controlled
by the Group.
An intangible asset shall be initially measured at cost. The expenditures incurred on an intangible asset
shall be recognized as cost of the intangible asset only if it is probable that economic benefits associated
with the asset will flow to the Group and the cost of the asset can be measured reliably. Other expenditures
on an item asset shall be charged to profit or loss when incurred.
Land use right acquired shall normally be recognized as an intangible asset. Self-constructed buildings (e.g.
plants), related land use right and the buildings shall be separately accounted for as an intangible asset and
fixed asset. For buildings and structures purchased, the purchase consideration shall be allocated among
the land use right and the buildings on a reasonable basis. In case there is difficulty in making a reasonable
allocation, the consideration shall be recognized in full as fixed assets. finite
An intangible asset with an infinite useful life shall be averagely amortized in phases using the
straight-line method over its expected useful life when the asset is available for use. Intangible assets with
indefinite useful life are not amortized.
The Group shall review the useful life of intangible asset with an infinite useful life and the amortization
method applied at period-end. A change in the useful life or amortization method used shall be accounted
for as a change in accounting estimate. For an intangible asset with an indefinite useful life, the Group
shall review the useful life of the asset. If there is evidence indicating that the period during which the
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intangible assets brings in economic benefits to the Group can be predicted, the Group shall estimate the
useful life of that asset and make amortization under the amortization policies applicable to intangible
assets with finite useful life.
(2) Intangible assets impairment test method and their impairment provision
The method for impairment test and impairment provision of intangible assets is detailed in Note IV. 17
―Impairment of non-current non-monetary financial asset‖.
16. Long-term prepaid expenses
Long-term prepaid expenses refer to the general expenses that occurred but shall be amortized over one year in reporting
period and later period. Long-term prepaid expenses shall amortized by straight-line method in expected benefit period.
17. Impairment of non-current non-monetary financial asset
The Group will judge if there is any indication of impairment as at the balance sheet date in respect of
non-current non-financial assets such as fixed assets, construction in progress, intangible assets with a
finite useful life, investment properties measured at cost, and long-term equity investments in subsidiaries,
joint controlled entities and associates. If there is any evidence indicating that an asset may be impaired,
recoverable amount shall be estimated for impairment test. Goodwill, intangible assets with an indefinite
useful life and intangible assets beyond working conditions will be tested for impairment annually,
regardless of whether there is any indication of impairment.
If the impairment test result shows that the recoverable amount of an asset is less than its carrying amount,
the impairment provision will be made according to the difference and recognized as an impairment loss.
The recoverable amount of an asset is the higher of its fair value less costs of disposal and the present
value of the future cash flows expected to be derived from the asset. An asset’s fair value is the price in a
sale agreement in an arm’s length transaction. If there is no sale agreement but the asset is traded in an
active market, fair value shall be determined based on the bid price. If there is neither sale agreement nor
active market for an asset, fair value shall be based on the best available information. Costs of disposal are
expenses attributable to disposal of the asset, including legal fee, relevant tax and surcharges,
transportation fee and direct expenses incurred to prepare the asset for its intended sale. The present value
of the future cash flows expected to be derived from the asset over the course of continued use and final
disposal is determined as the amount discounted using an appropriately selected discount rate. Provisions
for assets impairment shall be made and recognized for the individual asset. If it is not possible to estimate
the recoverable amount of the individual asset, the Group shall determine the recoverable amount of the
asset group to which the asset belongs. The asset group is the smallest group of assets capable of
generating cash flows independently.
An impairment loss recognized on the aforesaid assets shall not be reversed in a subsequent period in
respect of the restorable value.
18. Accrual liability
The obligation pertinent to contingencies shall be recognized as accrual liability when the following conditions are satisfied
simultaneously: (1) That obligation is a current obligation of the Group; (2) It is likely to cause any economic benefit to flow
out of the enterprise as a result of performance of the obligation; and (3) The amount of the obligation can be measured in a
reliable way.
At the balance sheet date, considering matters related to risks, uncertainties and time value of money and other factors, the
expected liabilities are measured in accordance with the best estimate of the necessary expenses for the performance of the
current obligation.
If the expenditure required paying all or part of the expected liabilities was compensated by the third party, and the amount
of compensation basically can be sure when received, it could be recognized as a separate asset. But the amount of
compensation confirmed couldn’t be more than the book value of the estimated debts.
19. Income
(1) Income of commodities sales
When the transfer of significant risks and rewards of ownership of the goods to the buyer is done, when the right of
management usually associated with ownership is not reserved, when we didn’t effectively control the goods sold, the
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amount of revenue can be measured reliably. The associated economic benefits are likely to flow into the enterprise. And the
related costs incurred or to be incurred can be measured in a reliable way. Thus we realize sales income.
The company engages in sales of cars, confirming income after the vehicle delivery to customers according to agreement,
payment received or the rights to receive payment.
(2) Income from providing labor
On condition that provision of services trade results can be reliably estimated, we confirm income from providing labor on
the balance sheet date according to the percentage of completion. The Company calculates the completion schedule through
the ratio of the costs incurred taking up of the estimated total cost.
The results of labor transaction provided can be estimated reliably only when simultaneously: ①the amount of revenue can
be measured reliably; ②the economic interests are likely to flow into the enterprise; ③the degree of completion can be
reliably determined; ④cost occurred and to be occurred can be reliably measured.
If the service transaction results couldn’t be able to reliably estimated, labor income will be calculated according to
according to amount of labor costs which has occurred and is expected to be t compensated, and labor costs occurred would
be included as expenses of the current period. Labor cost occurred which cannot be compensated will not be included as
revenue.
The Company engages in car repair services, confirming income after the car repair service is delivered to customers
according to agreement, payment received or the rights to receive payment.
(3) Use fee income
According to the relevant contract or agreement, revenue is recognized in accordance with the accrual basis.
(4) Interest income
Interest income is confirmed in accordance with time and actual interest others make use of the monetary capital of the
group
20. Government subsidy
A government subsidy means the monetary or non-monetary assets obtained free by the Group from the government, but
excluding the capital invested by the government as the owner of the enterprise. Government subsidies consist of the
government subsidies pertinent to assets and government subsidies pertinent to income.
The government subsidy with monetary assets concerned should be measured by the actual received or receivable amount
while non-monetary assets government subsidy measured by fair value; if without realizable fair value obtained, measured
by nominal amount instead. The government subsidy with nominal amount measured should reckon into current gains and
losses.
Asset-related government subsidies are recognized as deferred income and accounted into the current gains/losses equally
within service life for the relevant assets. The government subsidies pertinent to incomes, which are used for compensating
the related future expenses or losses of the enterprise shall be recognized as deferred income and should reckoned into
current gains/losses in period of when relevant expenses are recognized; if used for compensating the occurred relevant
expenses and losses, reckoned into current gains/losses directly.
As for the recognized government subsidy needs to return, if there has relevant balance of deferred incomes, relevant book
balance of the deferred income should be written down, and the exceeded part should included in the current gains/losses; if
there has no relevant balance of deferred incomes, reckoned into current gains/losses directly.
21. Deferred income tax assets and deferred income tax liabilities
(1) The current income tax
At the balance sheet date, for the current income tax liabilities (or assets) arising during the current and previous periods,
current income tax should be calculated in line with expected payable (or return) income tax amount in accordance with the
provisions of the tax law. Calculation of the current income tax expenses on the basis of the computation of taxable income
is adjusted to the pre-tax accounting profit according to the relevant provisions of the tax law.
(2) The deferred income tax assets and deferred income tax liabilities
As for the balance between the book value of some assets and liabilities and the tax base, and those temporary difference
arisen from balance which is not recognized as an asset or liability but whose difference between the book value and tax base
could be calculable in accordance with the provisions of the tax law, we adopt debt method of balance sheet to recognize
deferred income tax assets and deferred income tax liabilities.
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As for taxable temporary differences which is arisen from initial recognition of goodwill, and those related to initial
recognition of assets or liabilities arisen during trade with neither merging nor those which won’t affect the accounting profit
and taxable income (or deductible loss), related deferred tax liabilities will not be confirmed. In addition, as for temporary
differences taxable related to subsidiary companies, associated enterprises and joint venture investment, if the group is able
to control the reversal time of the temporary difference, and the temporary differences in the foreseeable future probably will
not be reversed, we also could not confirm the deferred income tax liabilities. In addition to the above condition, the group
could confirm all the other deferred income tax liabilities arising from taxable temporary differences.
As for deductible temporary differences related to initial reorganization of asset or liability arising from trades with neither
merge nor those which won’t affect the accounting profit and taxable income (or deductible loss), we’ll not recognize
relevant deferred income tax assets.
In addition, as for deductible temporary differences related to subsidiary companies, associated enterprises and joint venture
investment, if the temporary differences in the foreseeable future probably will not be reversed, we also could not confirm
the deferred income tax assets. In addition to the above condition, the group could confirm all the other deferred income tax
assets arising from deductible temporary differences within benchmark of income of taxable deductible temporary
differences.
As for deductible loss or tax deduction which to be reversed in the following years, we confirm the corresponding deferred
income tax assets within benchmark of future taxable income to be likely deducted for deductible loss and tax deduction.
On the balance sheet date, the deferred income tax assets and liabilities are measured according to the provisions of the tax
law, in accordance with the applicable tax rate during related assets to be expected recovery or related liabilities to be paid
off.
At the balance sheet date, we recheck the book value of deferred income tax assets. If in future it is unlikely to obtain
adequate taxable income to offset the benefit of the deferred income tax asset, then we write down the book value of deferred
income tax assets. When it is probable to obtain adequate taxable income, amount written down shall be reversed.
(3) The income tax expenses
In addition to trades and current income tax and deferred income tax related to projects which are included in other
comprehensive income or directly included in owners’ interest, as well as the book value whose goodwill arranged in line
with deferred income tax arising from enterprises combination, all the other current income tax and deferred income tax
expenses or income will be included in current profit and loss.
22. Leasing
Finance lease transfers substantially all the risks and rewards related to the ownership of an asset. Its ownership may
eventually transfer, also may not. While all the other leases are classified as operating leases.
(1) The group keeps record of lease business as lessee
Rental expense of operating lease is included in the relevant asset costs or current profits and losses through the straight-line
method during every period. Initial direct costs shall be included in profit or loss for the current period. Or rent to the actual
shall be included in the current profits and losses.
(2) The group keeps record of lease business as lessor
Rental income of operating lease is included in the relevant asset costs or current profits and losses through the straight-line
method during every period. The larger amount of initial direct costs shall be capitalized when it is created, and shall be
included in the current profits and losses during the lease period in accordance with same basic as the confirmed amount by
stages. The other small amount of initial direct costs shall be included in the current profits and losses when it’s created. Or
rent to the actual shall be included in the current profits and losses.
23. Assets held for sale
If the group has made decision regarding dealing with a certain non-current assets, and assignees signed a revocable transfer
agreement, and the transfer is likely to be completed within one year, the non-current assets shall be calculated as
non-current assets held for sale which shall be without depreciation or amortization. It eventually is accounted as the lower
net amount of the book value and fair value minus the disposal expenses. Non-current assets held for sale include individual
assets and disposal group. If the disposal group is a group of assets, and goodwill acquired in a business combination is
allocated to the group of assets in accordance with the " Accounting Standards for Business Enterprise No. 8 -- Impairment
of Assets", or the disposal group is a business of the asset group, the disposal group shall comprises goodwill of enterprise
merger.
An asset or disposal group was classified as held for sale, but then no longer meet the recognition conditions of non-current
53
assets held for sale, the group will set it free from held for sale, and calculate it in accordance with the lower amount in the
following two items: (1) book value before being designated as held for sale, referring amount after depreciation,
amortization or value-deduction adjustment confirmed in accordance with the assumption that in the absence of being
classified as held for sale; (2) recoverable amount on the point of stop holding for sale.
24. Employee compensation
The employee benefits payable is recognized as a liability by the Group when they are providing services in the accounting
period.
The group participates in the workers' social security system set up by government agencies, including the basic old-age
insurance, medical insurance, housing provident fund and other social security system, in accordance with the provisions.
The corresponding expenditures shall be included in the relevant asset costs or profits and losses of the current period.
If we end relationship with staff prior to the contract expires, or in order to encourage staff to accept voluntarily
salary-deduction thus we offer compensation, if the group has formulated a formal plan on the cancellation of labor
relationship or voluntary layoff proposal which will be implemented, at the same time if the group can’t unilaterally
withdraw the plan on the cancellation of labor relationship or the layoff proposal, expected liability arising from
compensation given to staff we terminate relationship with, shall be included in the current profits and losses.
Employee internal retirement plans is to use the same principle to deal with termination benefits. The group will pay staff
salary, social insurance and others from the date they stop providing service to their retire-day. This amount shall be included
in the current profits and losses (termination benefits), only when it meets the projected liabilities confirmation conditions
25. Changes of major accounting policies and accounting estimation
(1) Changes of accounting policy
No accounting policy changed in reporting period
(2) Changes of accounting estimate
No accounting estimate changed in reporting period
26. Error correction of previous accounting
No error correction of previous accounting needs to disclosed in reporting period
27. Major accounting judgment and estimate
The group need make judgment, estimation and hypothesis to book value of those unaccountable items in sheet due to inner
uncertainties of operating activities in the process of using accounting policies. These judgments, estimates and assumptions
are made in line with the group's past management experience, and in consideration of other relevant factors. These
judgments, estimates and assumptions will affect disclosure of amount of income, expenses, assets and liabilities as well as
contingent liability on the balance sheet day. However, the uncertainties in these estimates may cause significant adjustments
to book value of those asset or liability affected in the future.
The group rechecks regularly the judgment, estimation and hypothesis based on sustainable management. As for a change
affecting only the current period, the amount shall be confirmed only in the current period; for those not only affecting the
current but the future, the amount shall be confirmed in the current and future period.
At the balance sheet date, the group needs to determine amount of items of the financial statements, estimation and
hypothesis shown as the following important areas:
(1) Provision for bad debts
The group accounts for the allowance for bad debt losses according to the receivable accounting policies. Accounts
receivable is the valuation of accounts receivable can be recovered based on. Identification of devaluation of accounts
receivable needs judgments and estimates of management level. Difference between actual results and the original estimates
impact reversal of the book value accounts receivable and accounts receivable for provision for bad debts during the
estimation was changing.
(2) Provision of inventory devaluation
According to the inventory accounting policies, the group shall accrue inventory devaluation provision as for inventory
whose cost is higher than net realizable and those obsolete or unmarketable in accordance with the lower one in cost and net
realizable value. Write-down of inventories to net realizable value is to assess the salability and net amount of prospect
realization. Identification of inventory impairment requires management’s judgment and estimation after their obtaining
conclusive evidence and consideration of the purpose for holding inventories, events effects occurring after balance sheet
date. The difference between actual results and original estimates will affect the reversal of book value and devaluation
provision of inventories during the estimation was changing.
54
(3) Impairment provision of non-financial non-current assets
The group takes judge on non-current assets excluding financial assets to see whether there is any sign of possible
impairment at the balance sheet date. For those intangible assets not sure on the service life, when there is any indication of
impairment, are to be tested for impairment, too, except for impairment testing performed each year. Other financial assets
outside the non-current assets, when there are signs that its carrying amount is not recoverable, tested for impairment is
needed.
The book value of the asset or asset group is higher than that of the recoverable amount, namely fair value minus the higher
net amount between the disposal expenses and the future cash flows, which show that impairment happened.
The net amount of fair value minus the disposal expenses is confirmed by referring to sales agreement price of assets of
similar bargain or observable market price, then minus the incremental costs directly attributable to the disposal of assets.
When prospecting current value of future cash flows, we need make critical judgments for the asset (or asset group) yield,
price, related operating costs and discount rate when calculating the present value. The group shall make use of relevant
materials to estimate recoverable amount, including the predictions about the production, price and related operating costs
based on reasonable and supportable assumptions.
(4) Depreciation and amortization
For the investment real estate, fixed assets and intangible assets, the group takes a straight-line depreciation and amortization
within service life in consideration of its residual value. The group regularly review service life, thus determine the
depreciation and amortization amount in each reporting period. Life is determined based on past experience of similar assets
and technology update is expected. If the previous estimate changes, we will adjust depreciation and amortization expense in
future periods.
(5) The deferred income tax assets
Within the limits that it is very likely to have sufficient taxable profits to offset losses, the group confirms deferred income
tax assets using all unused tax losses. This requires the management to use a lot of judgment to estimate the time and amount
of future taxable profits, combined with the tax planning strategy, thus confirm the amount of deferred income tax assets.
(6) The income tax
During ordinary course of business, uncertainty exists in final tax treatment and calculation of a part of trading. Whether part
of the project is in pre tax expenses requires approval of tax authorities. If the final confirmation of these tax matters differs
from an initial estimate, the difference will affect current income tax and deferred income tax during the final period.
(7) Accrual liabilities
The group estimates and accrues corresponding provision for product quality guarantee, expected contract loss, penalty for
late delivery and others in accordance with terms of the contract, existing knowledge and experience. When such
contingencies has formed a present obligation, and the performance of the current obligation is likely to lead to the outflow
of economic benefits of the group, the group recognizes the best estimate of required expense when performing current
obligation as accrual liability. The recognition and measurement of debt is largely dependent on the judgment of
management. In the process of judgment the group needs to assess the contingent risks, uncertainties and money and the time
value and other factors.
V. Taxation
Main tax and tax rate
Type Tax rate
Output tax calculated based on 17% of the taxable income, calculated and paid
VAT
the VAT on the difference after deducted deductible current input tax
Operation tax Calculated and paid on 5% of the taxable operation amount
City maintaining & construction tax Calculated and paid on 7% of the turnover tax actually paid
55
Type Tax rate
Education surcharge Calculated and paid on 3% of the turnover tax actually paid
Local education surcharge Calculated and paid on 2% of the turnover tax actually paid
Calculated and paid on 25% of the taxable income amount and tax by the levy
Corporation income tax *
rate
* Note: in accordance with the Guo Fa [2007] No. 39 ―Notice of the State Council on the Implementation of the Transitional
Preferential Policies in respect of Enterprise Income Tax‖, as of January 1, 2008, the enterprise that previously enjoy the
preferential policies of low tax rates shall be gradually transited to enjoy the statutory tax rate within 5 years after the
implementation of the new tax. Among them, the enterprise that enjoys the enterprise income tax rate of 15% shall be
subject to the enterprise income tax rate of 18% in 2008, 20% in 2009, 22% in 2010, 24% in 2011 and 25% in 2012. The
Company and subsidiaries exercise rate of 25% in 2013, except Shenzhen Dongchang Yongtong Motor Vehicle Detection
Co., Ltd. and Shenzhen New Yongtong Dongxiao Vehicle Inspection Co., Ltd., which has taxed on levy rate.
56
VI. Enterprise consolidation and consolidated financial statements
1. Subsidiary
(1) Subsidiary obtained by establishment or investment
In ten thousand Yuan
Actual
Balance of other items
Registration Registered Organization investment
Subsidiary Type Business nature Business scope Business type Corporate materially forming net
place capital
code dated 30 June
investment to subsidiary
2013
Shenzhen Tellus New Yongtong
Automobile Development Co. Ltd Inspection and Limited
Li
Wholly-owned Shenzhen Service industry 3290 maintenance of auto liability 192171903 5767 --
Jinlong
vehicle company
Shenzhen SD Tellus Property
Management Co. Ltd Limited
Fang
Wholly-owned Shenzhen Service industry 705 Property management liability 192185088 502 --
Zhidong
company
Shenzhen SD Tellus Real Estate Co.
Ltd Limited
Development and Fang
Wholly-owned Shenzhen Manufacture 3115 liability 192195470 3115 --
operation of real estate Zhidong
company
Shenzhen Tellus Real Estate
Exchange Co. Ltd Limited
Agency of real estate Fang
Wholly-owned Shenzhen Service industry 200 liability 192282945 200 --
exchange Zhidong
company
57
Shenzhen New Yongtong Automobile
Inspection Equipment Co. Ltd Production of inspection Limited
Huang
Holding Shenzhen Service industry 1961 equipment for auto liability 715275892 1000 --
Peibo
vehicles company
Limited
Indirect Auto and accessories, Ren
Guangxi Tellus Auto Service Co., Hezhou Service industry 500 liability 576807800 60 --
holding inspection and lease Yongjian
Ltd. company
Shenzhen Dongchang Yongtong Limited
Indirect Li
Motor Vehicle Detection Co., Ltd. Shenzhen Service industry 150 Inspection of auto vehicle liability 775581736 143 --
holding Jinlong
company
Shenzhen New Yongtong Dongxiao Comprehensive inspection Limited
Indirect Li
Vehicle Inspection Co., Ltd. Shenzhen Service industry 150 on road transportation liability 775581744 143 --
holding Jinlong
vehicle company
Shenzhen Bao’an Shiquan Industrial Indirect Industrial, domestic Limited
Fang
Co., Ltd wholly-owned Shenzhen Commerce 200 commerce and material liability 192474111 150 --
Zhidong
subsidiary supply& sales industry company
(Continued)
Holding Statements Amount in minority interest used
Voting right
Subsidiary proportion combined or Minority interest for writing down minority gain Note
proportion (%)
(%) not and loss
Shenzhen Tellus New Yongtong Automobile
100 100 Yes -- --
Development Co. Ltd
58
Yes
Shenzhen SD Tellus Property Management Co. Ltd 100 100 -- --
Yes
Shenzhen SD Tellus Real Estate Co. Ltd 100 100 -- --
Yes
Shenzhen Tellus Real Estate Exchange Co. Ltd 100 100 -- --
Yes
Shenzhen New Yongtong Automobile Inspection
51 51 165 --
Equipment Co. Ltd
Yes
Guangxi Tellus Auto Service Co., Ltd. 60 60 14 --
Yes
Shenzhen Dongchang Yongtong Motor Vehicle Detection
95 95 -18 --
Co., Ltd.
Yes
Shenzhen New Yongtong Dongxiao Vehicle Inspection
95 95 -8 --
Co., Ltd.
Yes
Shenzhen Bao’an Shiquan Industrial Co., Ltd 100 100 -- --
59
(2) Subsidiaries acquired by business combination under the common control
In ten thousand Yuan
Balance of other
Actual
items materially
Type of Registered Registered Organizationinvestment
Name of subsidiary Business nature Business scope Business type Corporate forming net
subsidiary place
capital code at
investment to
period-end
subsidiary
Shenzhen Automobile
Automobile and Limited
Industry and Trading
Company Wholly-owned Shenzhen Commerce 5896 accessories liability Zhang Ruili 192194881 12625 --
selling company
Automobile
Shenzhen SD Huari
maintenance & Limited
Automobile Enterprise Co.
Limited Holding Shenzhen Service industry US$500 production and liability Zhang Ruili 618830081 1922 --
sales of company
accessory
Limited
Shenzhen Zhongtian Fang
Industrial Co. Ltd Wholly-owned Shenzhen Service industry 725 Property leasing liability 192182485 1071 --
Zhidong
company
Limited
Automobile
Shenzhen Huari Toyota Automobile Co. Holding Shenzhen Commerce 200 liability Li Jinlong 19237652X 181 --
selling
Ltd company
60
Limited
Automobile
Shenzhen Huari Anxin Automobile Indirect holding Shenzhen Service industry 150 liability Li Jinlong 781385280 150 --
inspection
Inspection Ltd company
Motor vehicles
Limited
Shenzhen Automotive Industry Supply and parts,
Indirect holding Shenzhen Service industry 1111 liability Cen Weimin 192189193 648 --
Corporation chemicals,
company
instruments
(Continued)
Statements
Holding Voting right Amount in minority interest used for
Subsidiary combined or Minority interest Note
proportion (%) proportion (%) writing down minority gain and loss
not
Yes
Shenzhen Automobile 100 100 -- --
Yes
Shenzhen SD Huari Automobile Enterprise Co.Limited 60 60 1,791 --
Yes
Shenzhen Zhongtian Industrial Co. Ltd 100 100 -- --
Yes
Shenzhen Huari Toyota Automobile Co. Ltd 60 60 -413 --
Yes
Shenzhen Huari Anxin Automobile Inspection Ltd 100 100 -- --
Yes
Shenzhen Automotive Industry Supply Corporation 100 100 -- --
61
3. The Company has no special purposes entity or operation entity where controlling right is
formed under entrusted operation or leasing
4. There are no entities newly included in consolidate scope during the reporting period and entities
ceasing to be included in consolidate scope during the reporting period
VII. Notes to major items in consolidated financial statements
1. Monetary fund
2013-6-30 2012-12-31
Item Foreign Exchange RMB Exchange RMB
Foreign currency
currency rate conversion rate conversion
Stock cash 297,370.32 148,896.54
Including: RMB — — 270,306.89 — — 141,052.63
HKD 5,123.55 0.79655 4,081.17 5,123.55 0.8109 4,154.43
USD 1,433.00 6.178700 8,854.08 577.00 6.2855 3,626.73
JPY 225,664.60 0.062607 14,128.18 860.00 0.0730 62.75
Bank deposits: 77,438,120.20 54,996,344.76
Including: RMB — — 77,438,120.20 — — 54,996,344.76
Other monetary capital: 2,503,121.98 290.09
Including: RMB — — 2,503,121.98 — — 290.09
Total 80,238,612.50 55,145,531.39
2. Account receivable
(1) Account receivable by type
2013-6-30
Type Book balance Provision for bad debt
Proportion Proportion
Amount Amount
(%) (%)
Accounts receivable with large single amount and accrued for 40.50
20,131,654.12 20,131,654.12 100.00
provision of bad debt on a single basis
Accounts receivable accrued for provision of bad debt by age 19.05
9,471,690.33 3,729,030.81 39.22
group
Accounts receivable with insignificant single amount but accrued 20,106,006.63 40.45 20,106,006.63 100.00
62
for provision of bad debt on a single basis
Total 49,709,351.08 100.00 43,966,691.56 88.38
(Continued)
2012-12-31
Type Book balance Provision for bad debt
Proportion Proportion
Amount Amount
(%) (%)
Accounts receivable with large single amount and accrued for 40.47
20,131,654.12 20,131,654.12 100.00
provision of bad debt on a single basis
Accounts receivable accrued for provision of bad debt by age 19.11
9,508,414.02 3,729,030.81 39.22
group
Accounts receivable with insignificant single amount but accrued 40.42
20,106,006.63 20,106,006.63 100.00
for provision of bad debt on a single basis
Type 49,746,074.77 100.00 43,966,691.56 88.38
(2) Account receivable by age group
2013-6-30 2012-12-31
Item
Amount Proportion (%) Amount Proportion (%)
Within 1 year 1,029,461.31 2.07 1,066,184.90 2.14
1-2 years 553,607.62 1.11 553,615.48 1.11
2-3 years 536,004.25 1.08 570,727.36 1.15
Over 3 years 47,590,277.90 95.74 47,555,547.03 95.60
Total 49,709,351.08 100.00 49,746,074.77 100.00
(3) Withdrawal of provision for bad debt
①Accounts receivable with large single amount and accrued for provision of bad debt on
a single basis
Provision for Accrual
Debtor Book balance Reasons
bad debt ratio
Shenzhen Jinlu Industry and Trade Co., Has greater uncertainty in
9,846,607.00 9,846,607.00 100%
Ltd. collection
Guangdong Zhanjiang Sanxing Auto 100% Not expected to collected due to
4,060,329.44 4,060,329.44
Service Co., Ltd. long account age
Huizhou Jiandacheng Daoqiao 2,021,657.70 2,021,657.70 100% Unlikely to collected
63
Engineering Company
Jiangling Automobile Factory 100% Not expected to collected due to
1,191,059.98 1,191,059.98
long account age
Guangdong Materials Group Corp. 100% Not expected to collected due to
1,862,000.00 1,862,000.00
long account age
Yangjiang Auto Trade Co., Ltd. 100% Not expected to collected due to
1,150,000.00 1,150,000.00
long account age
Total 20,131,654.12 20,131,654.12 100%
②Accounts receivable accrued for provision of bad debt by age group
2013-6-30 2012-12-31
Age Book balance Book balance
Provision for Provision for
Proportion Proportion
Amount bad debt Amount bad debt
(%) (%)
Within 1 year 1,029,461.31 10.87 -- 1,066,184.90 11.22 --
1-2 years 553,607.62 5.84 26,800.59 553,615.48 5.82 26,800.59
2-3 years 536,004.25 5.66 114,146.65 570,727.36 6.00 114,146.65
Over 3 years 7,352,617.15 77.63 3,588,083.57 7,317,886.28 76.96 3,588,083.57
Total 9,471,690.33 100.00 3,729,030.81 9,508,414.02 100.00 3,729,030.81
③Accounts receivable with insignificant single amount but accrued for provision of bad
debt on a single basis
Accrual ratio Provision for
Accounts receivable Book balance Reasons
bad debt
100% Not expected to collected due to
Dadong Company
801,380.16 801,380.16 long account age
100% Not expected to collected due to
Qingling Automobile Company
695,848.00 695,848.00 long account age
Shanghai Automobile Industry 100% Not expected to collected due to
Supply and Marketing Company 641,341.90 641,341.90 long account age
Zhongqi Trade Guangzhou 100% Not expected to collected due to
Company 558,000.00 558,000.00 long account age
Guangdong Materials Group Corp. 100% Not expected to collected due to
Automobile Trade Company 395,400.00 395,400.00 long account age
64
100% Not expected to collected due to
Yunnan Lanjian Factory
389,640.00 389,640.00 long account age
100% Not expected to collected due to
Guangdong Materials Trade Center
387,000.00 387,000.00 long account age
100% Not expected to collected due to
Other company
16,237,396.57 16,237,396.57 long account age
Total 20,106,006.63 100% 20,106,006.63
(4) No account receivables actually written-off during the reporting period
(5) No account receivables due from the shareholders holding 5% (5% included) or above
voting shares of the Company during the reporting period
(6) Top 5 account receivable
Proportion in
Relationship with
Name of the company Amount Terms total account
the Company
receivables (%)
Shenzhen Jinlu Industry and Trade Co., Ltd. Non-related party 9,846,607.00 Over 5 years 19.79
Guangdong Zhanjiang Sanxing Auto Service Co., Non-related party
Ltd. 4,060,329.44 Over 5 years 8.16
Huizhou Jiandacheng Daoqiao Engineering
Non-related party 2,021,657.70
Company Over 5 years 4.06
Guangdong Materials Group Corp. Non-related party 1,862,000.00 Over 5 years 3.74
Jiangling Automobile Factory Non-related party 1,191,059.98 Over 5 years 2.39
Total 18,981,654.12 38.14
(7) Account receivables due from related parties
Found more details in 6(1) Receivable and payable of related parties in Note VIII
3. Other account receivables
(1) Other account receivable by type
Type 2013-6-30
65
Book balance Provision for bad debt
Proportion Proportion
Amount Amount
(%) (%)
Other accounts receivable with large single amount and accrued
for provision of bad debt on a single basis 36,436,823.34 49.48 36,436,823.34 100.00
Other accounts receivable accrued for provision of bad debt by age
group 28,190,730.35 38.29 4,991,821.39 17.71
Other accounts receivable with insignificant single amount but
accrued for provision of bad debt on a single basis 9,005,637.07 12.23 9,005,637.07 100.00
Total 73,633,190.76 100.00 50,434,281.80 68.49
(Continued)
2012-12-31
Type Book balance Provision for bad debt
Proportion Proportion
Amount Amount
(%) (%)
Other accounts receivable with large single amount and accrued
36,436,823.34 58.18 36,436,823.34 100.00
for provision of bad debt on a single basis
Other accounts receivable accrued for provision of bad debt by age
17,285,866.44 27.60 4,991,821.39 28.88
group
Other accounts receivable with insignificant single amount but
8,905,637.07 14.22 8,905,637.07 100.00
accrued for provision of bad debt on a single basis
Total 62,628,326.85 100.00 50,334,281.80 80.37
(2) Other account receivable by age
2013-6-30 2012-12-31
Item
Amount Proportion (%) Amount Proportion (%)
Within 1 year 14,728,696.31 20.00 4,113,751.71 6.56
1-2 years 3,664,471.62 4.98 3,059,600.15 4.89
2-3 years 693,631.80 0.94 692,631.80 1.11
Over 3 years 54,546,391.03 74.08 54,762,343.19 87.44
Total 73,633,190.76 100.00 62,628,326.85 100.00
(3) Withdrawal of provision for bad debt
①Other accounts receivable with large single amount and accrued for provision of bad debt
66
on a single basis
Provision for Accrual
Other accounts receivable Book amount Reasons
bad debt ratio
Zhongqi South China Auto Sales Not expected to collected due
9,832,956.37 9,832,956.37
Company 100% to long account age
South Industry & TRADE Shenzhen Not expected to collected due
7,359,060.75 7,359,060.75
Industrial Company 100% to long account age
Win a lawsuit, no executable
5,000,000.00 5,000,000.00
Shenzhen Zhonghao (Group) Co., Ltd. 100% assets from adversary
Not expected to collected due
Gold Beili Electrical Appliances Company 2,706,983.51 2,706,983.51 100% to long account age
Not expected to collected due
to the non-existence of the
City Xingtai Trade Co., Ltd. 2,418,512.90 2,418,512.90 100% company
Shenzhen Petrochemical Group 1,895,155.10 1,895,155.10 100% Unlikely to collected
Not expected to collected due
Huatong Package Co., Ltd. 1,212,373.79 1,212,373.79 100% to long account age
Heyuan Dongfeng Technology Service Not expected to collected due
station 930,000.00 930,000.00 100% to long account age
Shenzhen South Great Wall Investment Has greater uncertainty in
Holding Co., Ltd. 819,460.91 819,460.91 100% collection
Shenzhen Xiandao Chemical New Not expected to collected due
Materials Company 708,072.26 708,072.26 100% to long account age
Shenzhen Baodong Property Development Not expected to collected due
Company 609,773.00 609,773.00 100% to long account age
Not expected to collected due
Others 100%
2,944,474.75 2,944,474.75 to long account age
Total 36,436,823.34 36,436,823.34 100%
②Other accounts receivable accrued for provision of bad debt by age group
2013-6-30 2012-12-31
Age
Book balance Provision for Book balance Provision for bad
67
Proportion bad debt Proportion debt
Amount Amount
(%) (%)
Within 1 year 14,728,696.31 52.25 -- 4,113,751.71 23.80 --
1-2 years 3,564,471.62 12.64 145,932.51 3,059,600.15 17.70 145,932.51
2-3 years 693,631.80 2.46 139,526.36 692,631.80 4.01 139,526.36
Over 3 years 9,203,930.62 32.65 4,706,362.52 9,419,882.78 54.49 4,706,362.52
Total 28,190,730.35 100.00 4,991,821.39 17,285,866.44 100.00 4,991,821.39
③Other accounts receivable with insignificant single amount but accrued for provision
of bad debt on a single basis at period-end
Provision for bad
Other accounts receivable Book balance Accrual ratio (%) Reasons
debt
Huashengchang Auto Not expected to collected due to
100.00
Company 463,912.46 463,912.46 long account age
Renminbei branch of Not expected to collected due to
100.00
Agricultural Bank of China 247,219.98 247,219.98 long account age
Account for employees to Not expected to collected due to
100.00
purchase properties 217,892.57 217,892.57 long account age
Not expected to collected due to
100.00
Liang Rongde 182,133.26 182,133.26 long account age
Shensha Industry & Trade Not expected to collected due to
100.00
Company 134,835.20 134,835.20 long account age
Chengdu Airplane Design Not expected to collected due to
100.00
Institute 130,000.00 130,000.00 long account age
Nanning Zhenxing Village Not expected to collected due
100.00
Team 8 100,000.00 100,000.00 to down payment
Not expected to collected due to
100.00
Other company 7,529,643.6 7,529,643.6 long account age
Total 9,005,637.07 9,005,637.07
68
(4) No other receivables actually written-off during the reporting period
(5) No other receivables due from the shareholders holding 5% (5% included) or above
voting shares of the Company during the reporting period
(6) Top 5 other account receivable
Proportion in total
Relationship with
Name of the company Amount Terms other account
the Company
receivables (%)
Zhongqi South China Auto Sales Over 3
Non-related party 9,832,956.37
Company years 13.35
South Industry & TRADE Shenzhen Over 3
Non-related party 7,359,060.75
Industrial Company years 9.99
Shenzhen Zhonghao (Group) Co., Ltd. Over 3
Non-related party 5,000,000.00
years 6.79
Shenzhen Kaifeng Special Vehicles Over 3
Non-related party 4,413,728.50
Industry Co., Ltd. years 5.99
Shenzhen Junfengcheng Investment 1-2 years
Non-related party 3,643,360.00
Development Company 4.95
Total 30,249,105.62 41.07
(7) Other receivables due from related parties
Found more details in 6(1) Receivable and payable of related parties in Note VIII
4. Payment in advance
(1) Payment in advance by age
2013-6-30 2012-12-31
Age
Amount Proportion (%) Amount Proportion (%)
Within 1 year 13,366,079.88 98.00 8,157,751.52 96.50
1-2 years 181,067.00 1.33 158,623.00 1.88
2-3 years 79,974.00 0.58 126,153.94 1.49
Over 3 years 12,337.04 0.09 10,733.10 0.13
69
Total 13,639,457.92 100.00 8,453,261.56 100.00
(2) Main units of payment in advance
Relationship with Time for
Name of the company Amount Unsettled reasons
the Company advances
FAW-Toyota Automobile Selling 5,574,050.23 Commodity has not
Supplier 2013
Company been collected
Toyota Motor (China) Investment Co., 1,558,410.08 Commodity has not
Supplier 2013
Ltd. been collected
Total 7,132,460.31
(3) No shareholders holding 5% (5% included) or above voting shares of the Company in
payments in advance during the reporting period
5. Inventory
(1) Classification
2013-6-30
Item
Book balance Depreciation provision Book value
Raw materials 15,439,247.34 14,771,812.17 667,435.17
Low value consumable 7,865.99 -- 7,865.99
Stock products 50,020,488.20 14,483,018.50 35,537,469.70
Total 65,467,601.53 29,254,830.67 36,212,770.86
(Continued)
2012-12-31
Item
Book balance Depreciation provision Book value
Raw materials 15,257,453.44 14,771,812.17 485,641.27
Low value consumable 27,015.13 -- 27,015.13
Stock products 61,784,214.30 14,483,018.50 47,301,195.80
Total 77,068,682.87 29,254,830.67 47,813,852.20
70
(2) Changes of inventory impairment provision
Provision for this Decrease during this period
Item 2012-12-31 2013-6-30
period Reversal Written-off
Raw materials 14,771,812.17 -- -- -- 14,771,812.17
Low value consumable -- -- -- -- --
Stock products 14,483,018.50 -- -- -- 14,483,018.50
Total 29,254,830.67 -- -- -- 29,254,830.67
6. Other current assets
Item 2013-6-30 2012-12-31
Input tax ready for deducted 5,606,037.24 7,495,557.97
Total 5,606,037.24 7,495,557.97
7. Financial assets available for sale
(1) Particular about financial assets available for sale
Item 2013-6-30 2012-12-31
Equity instrument available for sale 1,342,990.00 1,591,906.25
Including: CMB Stock 1,342,990.00 1,591,906.25
Less: depreciation reserves -- --
Total 1,342,990.00 1,591,906.25
8. Held-to-maturity investment
Particular about held-to-maturity investment
Item 2013-6-30 2012-12-31
Treasury bill 120,000.00 120,000.00
Less: depreciation reserves 20,000.00 20,000.00
Total 100,000.00 100,000.00
9. Long-term account receivable
Item 2013-6-30 2012-12-31
Other:
Essentially constitute a long-term equity for net investment
2,179,203.68 2,179,203.68
of invested company
Including: Shenzhen Tellus Auto Service Chain Co., Ltd. * 2,179,203.68 2,179,203.68
71
Total book balance 2,179,203.68 2,179,203.68
Less: Provision for bad debt 2,179,203.68 2,179,203.68
Book value -- --
10. Long-term equity investment
(1) Classification
Current Current
Item 2012-12-31 2013-6-30
increased decreased
Investment to joint venture 67,977,032.82 280,135.14 -- 68,257,167.96
Investment to associated enterprise 108,244,741.39 11,338,640.00 -- 119,583,381.39
Other equity investment 41,736,238.39 -- -- 41,736,238.39
Less: depreciation reserves of long-term equity
31,385,089.21 - -- 31,385,089.21
investment
Total 186,572,923.39 11,618,775.14 -- 198,191,698.53
(2) Details of long-term equity investment
Calculation Investment
Invested company 2012-12-31 Increase/decrease(+,-) 2013-6-30
method cost
Shenzhen Tellus Jimeng Investment Co., Ltd Equity method 61,852,480.00 59,250,600.14 199,850.66 59,450,450.80
Shenzhen Tellus Hang Investment Co., Ltd. Equity method 13,600,000.00 8,726,432.68 80,284.48 8,806,717.16
Shenzhen Xinglong Machinery Mould Co., Ltd. Equity method
* Note ② 12,300,000.00 5,978,254.74 9,900,000.00 15,878,254.74
Shenzhen Tellus Auto Service Chain Co., Ltd. Equity method 800,000.00 -- 0.00
Shenzhen Zung Fu Tellus Auto Service Co., Ltd. Equity method 10,500,000.00 64,767,631.25 951,521.96 65,719,153.21
Shenzhen Auto Industry Imp& Exp Co., Ltd. Equity method 4,737,500.00 8,245,307.04 -38,757.85 8,206,549.19
Shenzhen Dongfeng Auto Co., Ltd. * Note③ Equity method 23,277,044.85 27,815,265.06 642,704.20 28,457,969.26
Shenzhen New Yongtong Technology Co., Ltd. Equity method 496,000.00 542,906.24 -42,392.43 500,513.81
Shenzhen New Yongtong Oil Pump Equity method
Environment Protection Co., Ltd. 155,000.00 127,836.59 127,836.59
72
Calculation Investment
Invested company 2012-12-31 Increase/decrease(+,-) 2013-6-30
method cost
Shenzhen New Yongtong Auto Service Co., Ltd. Equity method 300,000.00 219,831.64 -146.34 219,685.30
Shenzhen New Yongtong Dongxiao Auto Service Equity method
Co., Ltd. 175,000.00 175,628.93 -74,536.37 101,092.56
Shenzhen Yongtong Xinda Inspection Equipment Equity method
Co., Ltd. 400,000.00 323,351.61 323,351.61
Shenzhen New Yongtong Consultant Co., Ltd. Equity method 48,000.00 48,728.29 246.83 48,975.12
Shenzhen Tellus New Yongtong Auto Service Equity method
Co., Ltd. 504,000.00 -- -- --
China Pudong Development Machinery Industry Cost method
Co., Ltd. 10,176,617.20 10,176,617.20 -- 10,176,617.20
Hunan Changyang Industrial Co., Ltd. * Note① Cost method 6,900,000.00 1,810,540.70 -- 1,810,540.70
Shenzhen hanli Hi-Tech Ceramics Co., Ltd.* Cost method
Note① 3,466,000.00 1,956,000.00 -- 1,956,000.00
Shenzhen Jiecheng Electronic Co., Ltd * Note① Cost method 3,150,000.00 3,225,000.00 -- 3,225,000.00
Shenzhen Jingwei Industrial Co., Ltd. Cost method 4,000,000.00 4,000,000.00 -- 4,000,000.00
Shenzhen (Masco) Co., Ltd. Cost method 825,000.00 825,000.00 -- 825,000.00
Wuhan Weite Hotel Cost method 640,000.00 640,000.00 -- 640,000.00
Shenzhen Xiandao Chemical Industrial New Cost method
Material Co., Ltd.* Note① 7,256,401.38 4,751,621.62 -- 4,751,621.62
Shenzhen Petrochemical Group Cost method 700,000.00 700,000.00 -- 700,000.00
South Auto Maintenance Center * Note① Cost method 6,700,000.00 6,700,000.00 -- 6,700,000.00
China Auto Industrial Shenzhen Trading Cost method
Company * Note① 400,000.00 400,000.00 -- 400,000.00
Shenzhen General Standard Co., Ltd.* Note① Cost method 500,000.00 500,000.00 -- 500,000.00
Shenzhen Huoju Spark Plug Industry Co., Ltd * Cost method
Note① 17,849.20 17,849.20 -- 17,849.20
Zhongqi South China Auto Sales Company* Cost method
Note① 2,250,000.00 2,250,000.00 -- 2,250,000.00
73
Calculation Investment
Invested company 2012-12-31 Increase/decrease(+,-) 2013-6-30
method cost
Electric vehicles Cost method 600,000.00 600,000.00 -- 600,000.00
Shenzhen Jinhe Standard Mould Co., ltd. Cost method 453,440.00 453,440.00 -- 453,440.00
China Auto Training Center Cost method 600,000.00 600,000.00 -- 600,000.00
Shenzhen Bailiyuan Power Supply Co., Ltd * Cost method
Note① 1,320,000.00 1,320,000.00 -- 1,320,000.00
Dratini (Zeng Wengang) Cost method 162,000.00 162,000.00 -- 162,000.00
Shenzhen Yimin Auto Tranding Co., Ltd. Cost method 200,001.10 200,001.10 -- 200,001.10
Shenzhen Bisike Machinery Transport Co., Ltd. Cost method 302,368.57 302,368.57 -- 302,368.57
Hong Kong Rishen International Co., Ltd. Cost method 145,800.00 145,800.00 -- 145,800.00
Total 179,910,502.30 217,958,012.60 11,618,775.14 229,576,787.74
74
(Continued)
Explanation on the
Proportion of
Proportion of voting incongruity in share
share holding in Impairment
Cash bonus this
Invested company rights in invested holding proportion and Impairment provision provision of
period
invested accruing this year
company (%) voting proportion in
company (%)
invested company
Shenzhen Tellus Jimeng Investment Co., Ltd 50 50 -- -- --
Shenzhen Tellus Hang Investment Co., Ltd. 50 50 -- -- --
Shenzhen Xinglong Machinery Mould Co., Ltd. 30 30 -- -- --
Shenzhen Tellus Auto Service Chain Co., Ltd. 40 40 -- -- --
Shenzhen Zung Fu Tellus Auto Service Co., Ltd. 35 35 -- -- --
Shenzhen Auto Industry Imp& Exp Co., Ltd. 35.75 35.75 -- -- --
Shenzhen Dongfeng Auto Co., Ltd. 25 25 -- -- --
Shenzhen New Yongtong Technology Co., Ltd. 31 31 -- -- --
Shenzhen New Yongtong Oil Pump Environment
Protection Co., Ltd. 31 31 127,836.59 -- --
Shenzhen New Yongtong Auto Service Co., Ltd. 30 30 -- -- --
Shenzhen New Yongtong Dongxiao Auto Service Co.,
Ltd. 35 35 -- -- --
75
Explanation on the
Proportion of
Proportion of voting incongruity in share
share holding in Impairment
Cash bonus this
Invested company rights in invested holding proportion and Impairment provision provision of
period
invested accruing this year
company (%) voting proportion in
company (%)
invested company
Shenzhen Yongtong Xinda Inspection Equipment Co.,
Ltd. 40 40 -- -- --
Shenzhen New Yongtong Consultant Co., Ltd. 30 30 -- -- --
Shenzhen Tellus New Yongtong Auto Service Co., Ltd. 18 18 -- -- --
China Pudong Development Machinery Industry Co., Ltd. 5.30 5.30 -- -- --
Hunan Changyang Industrial Co., Ltd. *Note ① 36.55 36.55 1,810,540.70 -- --
Shenzhen hanli Hi-Tech Ceramics Co., Ltd.* Note① 80 80 1,956,000.00 -- --
Shenzhen Jiecheng Electronic Co., Ltd* Note① 45 45 3,225,000.00 -- --
Shenzhen Jingwei Industrial Co., Ltd. 12.50 12.50 4,000,000.00 -- --
Shenzhen (Masco) Co., Ltd. 7.00 7.00 825,000.00 -- --
Wuhan Weite Hotel 640,000.00 -- --
Shenzhen Xiandao Chemical Industrial New Material Co.,
Ltd.* Note① 40 40 4,751,621.62 -- --
Shenzhen Petrochemical Group 100000 shares 100000 shares 700,000.00 -- --
76
Explanation on the
Proportion of
Proportion of voting incongruity in share
share holding in Impairment
Cash bonus this
Invested company rights in invested holding proportion and Impairment provision provision of
period
invested accruing this year
company (%) voting proportion in
company (%)
invested company
South Auto Maintenance Center* Note① 100 100 6,700,000.00 -- --
China Auto Industrial Shenzhen Trading Company*
Note① 40 40 400,000.00 -- --
Shenzhen General Standard Co., Ltd.* Note① 25 25 500,000.00 -- --
Shenzhen Huoju Spark Plug Industry Co., Ltd* Note① 49 49 17,849.20 -- --
Zhongqi South China Auto Sales Company* Note① 49 49 2,250,000.00 -- --
Electric vehicles 11.10 11.10 600,000.00 -- --
Shenzhen Jinhe Standard Mould Co., ltd. 15.00 15.00 453,440.00 -- --
China Auto Training Center 6.25 6.25 600,000.00 -- --
Shenzhen Bailiyuan Power Supply Co., Ltd* Note① 25.00 25.00 1,320,000.00 -- --
Dratini (Zeng Wengang) 6.25 6.25 162,000.00 -- --
Shenzhen Yimin Auto Tranding Co., Ltd. 200,001.10 -- --
Shenzhen Bisike Machinery Transport Co., Ltd. 7.5 7.5 -- -- --
Hong Kong Rishen International Co., Ltd. 7.5 7.5 145,800.00 -- --
77
Explanation on the
Proportion of
Proportion of voting incongruity in share
share holding in Impairment
Cash bonus this
Invested company rights in invested holding proportion and Impairment provision provision of
period
invested accruing this year
company (%) voting proportion in
company (%)
invested company
Total 31,385,089.21 -- --
78
* Note①: the company has stopped business; the company does not have significant influence which has fully accrued
provision for impairment.
* Note②: the company increased investment in Shenzhen Xinlong Machinery Mould Co., Ltd. with an amount of RMB
9,900,000 according to equity ratio.
* Note③: in 2011 Dongfeng Automobile (Huizhou) Co., Ltd. (hereinafter referred to as "Dongfeng Huizhou Company")
invested 35,000,000 Yuan of directional replenishment to associate company of the Company Shenzhen Dongfeng Auto Co.,
Ltd. On April 26, 2011 the business change has been completed. According to the Shenzhen Dongfeng Auto Company's
shareholder meeting resolution, after the completion of the replenishment, Dongfeng Huizhou Company sold all the shares
to two original shareholders of Shenzhen Dongfeng Auto Company. Ratio of the original shareholders recovered level of
75% and 25%. The transfer price is 35,000,000 Yuan still. Dongfeng Huizhou Company has no share in ownership after the
completion of transfer; at the same time, before the completion of the transfer, the two original shareholders enjoyed shares
of Shenzhen Dongfeng Motor Company according to the original ownership rights while Dongfeng Huizhou Company does
not enjoy any. Dongfeng Huizhou Company participates in directional replenishment to Shenzhen Dongfeng Auto Company
not for long holding stakes of Shenzhen Dongfeng Auto Company.
In 2012, the Company's subsidiary Auto Industrial and Trading Company realized acquisition of shares of Shenzhen
Dongfeng Auto Company held by Dongfeng Huizhou Company with 8,750,000 Yuan to the original shareholding ratio 25%.
On March 26, 2012, business registration was completed. On December 12, 2012, Shenzhen Dongfeng Auto Company
transfer capital reserve and undistributed profit to capital of 20,000,000 Yuan, part of which was from Shenzhen Automobile
investment 5,000,000 Yuan as shareholding ratio unchanged.
(3) Relevant information about limitation to ability to transfer funds to invested enterprises
For the above acquisition taken by Automobile Industrial and Trading Company, 8,750,000 Yuan of equity has not been paid.
Automobile Industrial and Trading Company, Huizhou Dongfeng and Dongfeng Motor Corporation signed a three-party
"Debt Conversion Agreement" where demonstrates Huizhou Dongfeng should transfer that creditor's rights 8,750,000 Yuan
of Automobile Industrial and Trading Company to Dongfeng Motor Company.
Auto Industrial and Trading Company and Dongfeng Motor Corp signed the "Debt Payment Agreement" and supplementary
agreement, agreed: ①Auto Industrial and Trading Company should pay off the debt 8,750,000 Yuan to Dongfeng Motor
Corporation since January 18, 2012, with deadline on January 18, 2019. ②Auto Industrial and Trading Company pay off
debts and overdue fine payable to Dongfeng Motor Corporation (Dongfeng Motor Corporation is controlling shareholder of
Shenzhen Dongfeng) using its distributable profits shared from Shenzhen Dongfeng preferential payment for overdue fine,
the remaining part for the remaining debt. ③From December 12, 2012, overdue fine will be calculated once every year on
basis of loan rate of 1-year announced in December 31st of People's Bank; as of June 30, 2013, no provision of the 2013
semiannual overdue fine was accrued
(4) Details of unrecognized investment losses
2013-6-30 2012-12-31
Unrecognized Accumulative Unrecognized Accumulative
Invested company investment loss unrecognized investment loss unrecognized
in the year investment losses last year investment losses
Shenzhen Tellus New Yongtong Auto Service
58,154.12 681,711.91 38,564.89 563,934.93
Co., Ltd.
Shenzhen Tellus Auto Service Chain Co., Ltd. 74,748.94 74,748.94
Total 132,903.06 756,460.85 38,564.89 563,934.93
(5) Investment to joint venture and associated enterprise
① Joint venture
79
Proportio
n of
Proportion of
Registrat shares
Name of the Enterprise voting right in
ion Corporate Business nature Register capital held by
company nature invested
place the
company (%)
Company
(%)
Shenzhen Tellus Zhang Ruili Industrial
Limited
Jimeng Investment Shenzhe investment, property
liability 123,704,960.00 50 50
Co., Ltd n management and
company
leasing
Shenzhen Tellus Industrial
Hang Investment Limited investment, property
Shenzhe
Co., Ltd. liability Luo Bojun management and 27,200,000.00 50 50
n
company purchase and sales
of auto accessories
80
(Continued)
Current total
Total assets dated Total liability dated Total net assets Organization
Name of the company operation Net profit Related relationship
30 June 2013 30 June 2013 dated 30 June 2013 code
revenue
Shenzhen Tellus Jimeng Investment Co., Ltd 127,533,611.44 8,622,529.87 118,911,081.57 25,091.87 Joint venture of subsidiary 670026381
Shenzhen Tellus Hang Investment Co., Ltd. 27,724,161.34 238,319.64 27,485,841.70 618,720.00 5,747.12 Joint venture of subsidiary 682008316
②Associated enterprise
Proportio Proportio
n of n of
shares voting
Registratio Register
Name of the company Enterprise nature Corporate Business nature held by right in
n place capital
the invested
Company company
(%) (%)
Shenzhen
Shenzhen Xinglong Machinery Mould Co., Ltd. Limited liability
Zhang Ruili Property leasing 60,633,300.00 30 30
company
Shenzhen
Shenzhen Tellus Auto Service Chain Co., Ltd. Limited liability
Wu Yonggang Auto repair and rental 2,000,000.00 40 40
company
Shenzhen
Shenzhen Zung Fu Tellus Auto Service Co., Ltd. Limited liability
Tan Yanling Sales and maintain of Benz 30,000,000.00 35 35
company
81
Proportio Proportio
n of n of
shares voting
Registratio Register
Name of the company Enterprise nature Corporate Business nature held by right in
n place capital
the invested
Company company
(%) (%)
Shenzhen
Shenzhen Auto Industry Imp& Exp Co., Ltd. Limited liability Huang
Import and export of auto spare parts 13,250,000.00 35.75 35.75
company Weiqiang
Shenzhen
Shenzhen Dongfeng Auto Co., Ltd. Limited liability 100,000,000.0
Xu Tiansheng Auto manufacture and maintain 25 25
company 0
Shenzhen
Shenzhen New Yongtong Technology Co., Ltd. Limited liability
Li Jinlong Technical checking on motor vehicle 1,600,000.00 31 31
company
Shenzhen
Shenzhen New Yongtong Oil Pump Environment Protection Co., Limited liability Lan Zhongxin Consultant on diesel oil pump maintence and environment technology
500,000.00 31 31
Ltd. company
Shenzhen
Shenzhen New Yongtong Auto Service Co., Ltd. Limited liability Li Jianjun Maintenance of auto and motorcycle; auto beauty and sales of auto
1,000,000.00 30 30
company accessory
Shenzhen
Shenzhen New Yongtong Dongxiao Auto Service Co., Ltd. Limited liability Li Jianjun Auto 2nd class maintenance; sales of auto accessories
500,000.00 35 35
company
Shenzhen
Shenzhen Yongtong Xinda Inspection Equipment Co., Ltd. Limited liability Huang Peibo Technology development of inspection equipment and sales
1,000,000.00 40 40
company
82
Proportio Proportio
n of n of
shares voting
Registratio Register
Name of the company Enterprise nature Corporate Business nature held by right in
n place capital
the invested
Company company
(%) (%)
Shenzhen
Shenzhen New Yongtong Consultant Co., Ltd. Limited liability Lan Zhongxin Auto management , technology consultant; network maintenance etc.
142,080.00 30 30
company
Shenzhen
Shenzhen Tellus New Yongtong Auto Service Co., Ltd. Limited liability
Li Jinlong Auto maintenance 2,800,000.00 18 18
company
(Continued)
Total liability Total net assets
Total assets dated Current total Organization
Name of the company dated 30 June dated 30 June Net profit Related relationship
30 June 2013 operation revenue code
2013 2013
Shenzhen Xinglong Machinery Mould Co., Ltd. 70,948,459.17 5,969,322.49 64,979,136.68 -- -- Affiliation 192172420
Shenzhen Tellus Auto Service Chain Co., Ltd. 1,605,625.84 9,597,173.75 -7,991,547.91 -123,914.02 -186,872.34 Affiliation 767583926
Shenzhen Zung Fu Tellus Auto Service Co., Ltd. 429,322,267.21 234,627,884.04 194,694,383.17 793,640,763.60 2,718,635.11 Affiliation 774131792
Shenzhen Auto Industry Imp& Exp Co., Ltd. 39,687,390.36 16,673,879.28 23,013,511.08 8,707,967.56 -108,413.58 Affiliation of subsidiary 192190506
83
Total liability Total net assets
Total assets dated Current total Organization
Name of the company dated 30 June dated 30 June Net profit Related relationship
30 June 2013 operation revenue code
2013 2013
Shenzhen Dongfeng Auto Co., Ltd. 310,289,997.26 183,914,630.95 126,375,366.31 87,022,150.66 2,570,816.79 Affiliation of subsidiary 19218689X
Shenzhen New Yongtong Technology Co., Ltd. 3,326,187.98 1,781,627.33 1,544,560.65 781,412.63 -136,749.79 Affiliation of subsidiary 674800717
Shenzhen New Yongtong Oil Pump Environment Protection Co., Ltd. -- -- -- -- -- Affiliation of subsidiary 674823599
Shenzhen New Yongtong Auto Service Co., Ltd. 2,942,757.14 2,210,472.81 732,284.33 3,231,405.05 -487.80 Affiliation of subsidiary 68376659X
Shenzhen New Yongtong Dongxiao Auto Service Co., Ltd. 3,406,471.30 3,122,145.44 284,325.86 1,061,180.00 -212,961.07 Affiliation of subsidiary 683763583
Shenzhen Yongtong Xinda Inspection Equipment Co., Ltd. 4,722,072.42 4,371,007.00 351,065.42 1,779,196.59 -457,313.61 Affiliation of subsidiary 678587925
Shenzhen New Yongtong Consultant Co., Ltd. 348,813.79 185,554.42 163,259.37 10,000.00 822.77 Affiliation of subsidiary 685393889
Shenzhen Tellus New Yongtong Auto Service Co., Ltd. 2,399,498.22 4,495,156.25 -2,095,658.03 1,515,502.35 -387,694.13 Affiliation of subsidiary 685350360
84
(6)Details of long-term equity investment impairment
Increase in the Decrease in the
Item 2012-12-31 2013-6-30
period period
Investment in associated companies
Shenzhen New Yongtong Oil Pump Environment
127,836.59 -- -- 127,836.59
Protection Co., Ltd.*
Other long-term equity investment
Shenzhen Xiandao Chemical Industrial New 4,751,621.62 4,751,621.62
-- --
Material Co., Ltd.
Hunan Changyang Industrial Co., Ltd. 1,810,540.70 -- -- 1,810,540.70
Shenzhen hanli Hi-Tech Ceramics Co., Ltd. 1,956,000.00 -- -- 1,956,000.00
Shenzhen Jiecheng Electronic Co., Ltd. 3,225,000.00 -- -- 3,225,000.00
Shenzhen Jingwei Industrial Co., Ltd. 4,000,000.00 -- -- 4,000,000.00
Shenzhen (Masco) Co., Ltd. 825,000.00 -- -- 825,000.00
Wuhan Weite Hotel 640,000.00 -- -- 640,000.00
Shenzhen Petroleum & Chemical (Group) Co., Ltd. 700,000.00 -- -- 700,000.00
South Auto Maintenance Center 6,700,000.00 -- -- 6,700,000.00
Shenzhen General Standard Co., Ltd. 500,000.00 -- -- 500,000.00
Shenzhen Huoju Spark Plug Industry Co., Ltd. 17,849.20 -- -- 17,849.20
China Auto South Auto Sales Co., Ltd. 2,250,000.00 -- -- 2,250,000.00
China Auto Industrial Shenzhen Trading Company 400,000.00 -- -- 400,000.00
Electric vehicles 600,000.00 -- -- 600,000.00
Shenzhen Jinhe Standard Mould Co., ltd. 453,440.00 -- -- 453,440.00
China Auto Training Center 600,000.00 -- -- 600,000.00
Shenzhen Bailiyuan Power Supply Co., Ltd 1,320,000.00 -- -- 1,320,000.00
Dratini (Zeng Wengang) 162,000.00 -- -- 162,000.00
Shenzhen Yimin Auto Tranding Co., Ltd. 200,001.10 -- -- 200,001.10
Hong Kong Rishen 145,800.00 -- -- 145,800.00
Total 31,385,089.21 -- -- 31,385,089.21
85
11. Investment real estate
(1)Details of investment real estate
Item 2012-12-31 Increase during the period Decrease during the period 2013-6-30
investment real estate subsequent
measured by cost model 96,666,571.61 -- 1,579,359.28 95,087,212.33
Less: provision for impairment of
-- -- -- --
investment real estate
Total 96,666,571.61 -- 1,579,359.28 95,087,212.33
(2) Investment real estate measured by cost
Increase during Decrease during
Item 2012-12-31 2013-6-30
the period the period
I. Total original book value 164,307,288.52 1,979,795.00 1,795,424.74 164,491,658.78
Houses and buildings 164,307,288.52 1,979,795.00 1,795,424.74 164,491,658.78
II. Accumulated depreciation and
67,640,716.91
accumulated amortization 2,347,722.02 583,992.48 69,404,446.45
Houses and buildings 67,640,716.91 2,347,722.02 583,992.48 69,404,446.45
III. Total provision for impairment -- -- --
Houses and buildings -- -- --
IV. Total book value 96,666,571.61 95,087,212.33
Houses and buildings 96,666,571.61 95,087,212.33
Note: ① depreciation for the Year was 2,347,722.02 Yuan.
②From January to June of 2013, the investment real estate with book value of 1,211,432.26 Yuan (original value 1,795,424.74 Yuan)
was disposed by Automobile Industry and Trade Company, the subsidiary of the Group, income from disposal was 7,047,483.49
Yuan.
③Being approved by the Board, the investment real estate with book value of 4,378,891.88 Yuan (original price of 6557161.47 Yuan)
was entered into a sales contract, and the amount received in advance 32,171,558.0 Yuan was obtained, thus the amount has not
carried forward as income due to the ownership transfer still in process. More details as:
Expected disposal Expected disposal
Name of fixed assets Book value Fair value
expenses time
6/F, 7/F of Dongfeng Building 4,378,891.88 32,171,558.00 2,681,759.03 In 2013
(3) Investment real estate with restriction in ownership
On 30 June 2013, the investment real estate with book value of 86,043,795.07 Yuan (original value of 150,934,356.34 Yuan) was
mortgaged for the 60 million Yuan ―Comprehensive Credit Contract‖ with Shenzhen branch of CITIC and 90 million Yuan
―Financing Credit Agreement‖ with the Shenzhen branch of SPD Bank, more details of the loan balance for the guarantee found in
Note VII. 20, Note VII, 29 and Note VII. 28
86
Items been mortgaged Original value Net value at 30 June 2013
F/1 to F/4 and part of other layers property of Tellus building 22,396,343.66 14,140,434.04
421 factory building in Bagualing 33,917,679.95 22,558,448.37
5#,6# and 7# Block in Buxin 7,379,753.13 3,281,256.08
F/6to F/7 of 10#Block in Buxin 3,231,493.46 1,486,595.20
3#Factory building in Buxin 67,503,936.40 39,789,715.72
21# office building, underground to 2/f northern forward 1,815,996.00 468,349.36
5# to 7# Factory building in Buxin 6,377,742.29 1,844,414.98
Part buildings of 4# and 5# industry factory building 8,311,411.45 2,474,581.32
Total 150,934,356.34 86,043,795.07
(4) As of 30 June 2013, no impairment been found in investment real estate of the Company, no corresponding assets for impairment
accrual.
12. Fixed assets
(1) Particular about fixed assets
Decrease during
Item 2012-12-31 Increase during this period 2013-6-30
this period
I. total of book balance 318,265,318.38 973,588.88 1,177,746.95 318,061,160.31
Including: House & buildings 271,461,252.09 - - 271,461,252.09
Machinery equipments 19,247,652.60 824,424.14 - 20,072,076.74
Transportation tools 7,878,211.15 - 1,177,746.95 6,700,464.20
Electronic equipment 11,092,218.60 142,286.74 - 11,234,505.34
Office and other equipment 5,724,492.84 6,878.00 - 5,731,370.84
Decoration charge of
self-owned houses 2,861,491.10 - - 2,861,491.10
Increase during Accrual in this
II. accumulated depreciation
this period period
Total of accumulated
3,821,970.33 969,145.86 159,479,963.98
depreciation 156,627,139.51
Including: House & buildings 118,603,488.48 3,089,021.80 - 121,692,510.28
87
Decrease during
Item 2012-12-31 Increase during this period 2013-6-30
this period
Machinery equipments 15,580,109.61 100,187.06 - 15,680,296.67
Transportation tools 6,298,193.38 231,580.72 969,145.86 5,560,628.24
Electronic equipment 8,561,695.39 232,421.66 - 8,794,117.05
Office and other equipment 5,115,737.96 88,446.90 - 5,204,184.86
Decoration charge of
80,312.19 - 2,548,226.88
self-owned houses 2,467,914.69
III. total net value 161,638,178.87 158,581,196.33
Including：House & buildings 152,857,763.61 149,768,741.81
Machinery equipments 3,667,542.99 4,391,780.07
Transportation tools 1,580,017.77 1,139,835.96
Electronic equipment 2,530,523.21 2,440,388.29
Office and other equipment 608,754.88 527,185.98
Decoration charge of
self-owned houses 393,576.41 313,264.22
IV. total of impairment
5,576,542.07 -- -- 5,576,542.07
provision
Including: House & buildings 3,555,385.70 -- -- 3,555,385.70
Machinery equipments 1,646,060.95 -- -- 1,646,060.95
Transportation tools 6,165.00 -- -- 6,165.00
Electronic equipment 17,984.71 -- -- 17,984.71
Office and other equipment 69,562.98 -- -- 69,562.98
Decoration charge of
281,382.73 -- -- 281,382.73
self-owned houses
V. total book value 156,061,636.80 153,004,654.26
Including: House & buildings 149,302,377.91 146,213,356.11
Machinery equipments 2,021,482.04 2,745,719.12
Transportation tools 1,573,852.77 1,133,670.96
Electronic equipment 2,512,538.50 2,422,403.58
Office and other equipment 539,191.90 457,623.00
88
Decrease during
Item 2012-12-31 Increase during this period 2013-6-30
this period
Decoration charge of
self-owned houses 112,193.68 31,881.49
Note: Depreciation in this period amounting to RMB 3,821,970.33.Original price transfer from construction in progress to fixed
assets amounting as RMB 89,000 in this year.
(2) Fixed assets with restriction in ownership
On 30 June 2013, the house, buildings and equipment with book value approximately of 3,621,640.22 Yuan (original value of
36,216,402.19 Yuan) was mortgaged (Note VII. 20) for the 10 million Yuan short-term loans,
(3) There was no temporary idle fixed asset at period-end.
(4) There were no fixed assets leasing-in by financing lease at period-end.
(5) There were no fixed assets leasing-out by operational lease at period-end.
(6) There were no fixed assets held for sale in period-end at period-end.
(7) Fixed assets with un-completed property certificates
Item Original book value Book value
Tellus Building underground parking and
transformation layer 29,918,843.50 15,220,228.30
Yongtong Building 103,389,580.16 52,518,666.37
Shuibei Zhongtian Comprehensive Build 2,722,490.41 1,303,054.50
Auto Office Build 33,707,119.96 22,561,880.59
First floor of Bao’an commercial-residence build 1,867,500.00 1,061,083.35
5 suits of Bao’an commercial-residence build 590,040.00 335,252.22
Nuclear Office build 8,312,377.03 6,373,207.23
5B, #4 Build, Weipeng Garden 357,905.78 293,410.82
3-5/F 3# plant Taoyuan Road 2,860,500.00 1,068,758.91
West side of 16# apartment Taohua Garden 2,210,725.54 1,138,639.61
1#plant Taoyuan Road 2,902,634.00 1,984,227.10
2#plant Taoyuan Road 3,491,960.00 2,389,176.15
16# Taohua Garden (half of the build) 2,210,725.54 1,155,204.43
Total 194,542,401.92 107,402,789.58
The above said house & building shows no expected time for finished their property certificate due to the problem left over by
history.
89
13. Construction in process
(1) Basic situation of construction in process
2013-6-30 2012-12-31
Item Book Provision Carrying Book Provision Carrying
balance reserve value balance reserve value
Tellus international jewelry square 19,263,213.3 19,263,213.3 12,873,529.0 12,873,529.0
(Phase I) 8 -- 8 3 -- 3
Other 104,400.00 -- 104,400.00
19,263,213.3 19,263,213.3 12,977,929.0 12,977,929.0
Total -- --
8 8 3 3
(2) Changes of major projects under construction
Transfer to
Increase during Other
Name Budget 2012-12-31 fixed assets 2013-6-30
the period decrease
in the period
Tellus international jewelry
413,640,000 6,389,684.35 -- --
square (Phase I) 12,873,529.03 19,263,213.38
Total 12,873,529.03 6,389,684.35 -- -- 19,263,213.38
(Cont)
Interest
Proportion of
Accumulated Including: interest capitalization
Name amount of interest capitalized amount project investment Progress Capital source
capitalization of the year rate of the
year (%) in budget (%)
Tellus
international
-- -- -- 4.66% Self-raised
jewelry square
(Phase I)
Total -- -- --
90
14. Intangible assets
(1) Particular about intangible assets
Decreased in the
Item 2012-12-31 Increased in the period 2013-6-30
period
I. total of original value 325,000.00 - - 325,000.00
Trademark right 75,000.00 - - 75,000.00
Software 250,000.00 - - 250,000.00
II. total accumulated amortization 218,411.38 28,749.96 - 247,161.34
Trademark right 34,244.96 3,750.00 - 37,994.96
Software 184,166.42 24,999.96 - 209,166.38
III. Total impairment accumulative -- - - -
Trademark right -- - - -
Software -- - - -
IV. Total book value 106,588.62 77,838.66
Trademark right 40,755.04 37,005.04
Software 65,833.58 40,833.62
Note: The amount amortized in this period accounting as RMB 28,749.96.
15. Long-term deferred expense
Amortizatio Other Reasons for
Increased in
Item 2012-12-31 n during this decrea 2012-6-30 other
the period
period se
decrease
Decoration charge 48,263.37 21,552.96 26,710.41
Follow-up reforming expenditure of property 492,419.11 68,570.00 89,441.85 471,547.26
Insurance charge for pledge from the bank and
commitment charge for loan limit 262,547.66 49,874.04 212,673.62
Total 803,230.14 68,570.00 160,868.85 0.00 710,931.29
16. Deferred income tax assets/ deferred income tax liabilities
(1) Recognized deferred income tax assets and deferred income tax liabilities
① Recognized deferred income tax assets
91
2013-6-30 2012-12-31
Item Deferred income tax offset-able differences and Deferred income tax offset-able differences
assets offset-able losses assets and offset-able losses
Provision of assets
impairment 21,749,365.77 86,997,463.04 21,749,365.77 86,997,463.04
Equity investment difference 3,711,034.83 14,844,139.31 3,711,034.83 14,844,139.31
Un-realized transaction profit
1,249,362.18 4,997,448.72 1,249,362.18 4,997,448.72
with affiliated companies
Total 26,709,762.78 106,839,051.07 26,709,762.78 106,839,051.07
② Recognized deferred income tax liabilities
2013-6-30 2012-12-31
Item Deferred income tax Taxable temporary Deferred income tax Taxable temporary
liabilities difference liabilities difference
Depreciation of fixed assets 991,895.90 3,967,583.60 991,895.90 3,967,583.60
Change of fair value of
financial asset available for
353,363.01 1,413,452.05 353,363.01 1,413,452.05
sale included in capital
reserve
Total 1,345,258.91 5,381,035.65 1,345,258.91 5,381,035.65
（2）Details of unrecognized deferred income tax assets
Item 2013-6-30 2012-12-31
Offset-able differences 18,924,793.99 18,924,793.99
11,924,047.39 11,924,047.39
Offset-able losses
Total 30,848,841.38 30,848,841.38
17. Other non-current assets
Item 2013-6-30 2012-12-31
50% land price in advance to Tellus international jewelry
26,339,112.00 26,339,112.00
square (Phase I)
Total 26,339,112.00 26,339,112.00
92
18. Details of asset Impairment Provision
Provision in the Decrease in the period 2013-6-30
Item 2012-12-31
period Written back Transferred
I. bad debt provision 96,480,177.04 100,000.00 -- 96,580,177.04
II. Held-to-maturity investment 20,000.00 20,000.00
--
impairment provision
III. Inventory impairment provision 29,254,830.67 -- 29,254,830.67
IV. Long-term equity investment 31,385,089.21 31,385,089.21
--
impairment provision
V. Fixed assets impairment provision 5,576,542.07 -- 5,576,542.07
Total 162,716,638.99 100,000.00 -- 162,816,638.99
19. Assets with restriction in ownership or the right to use
Item 2013-6-30 Restriction reasons
Subtotal of assets for guarantee:
Investment real estate 86,043,795.07 Mortgage for bank loans
Fixed assets 3,621,640.22 Mortgage for bank loans
Total 89,665,435.29
20. Short-term loans
(1) Type of Short-term Loans
Item 2013-6-30 2012-12-31
Collateral loan 61,000,000.00 73,000,000.00
Guarantee loans 20,806,233.00 20,881,155.00
Total 81,806,233.00 93,881,155.00
The category and amount of assets mortgaged for loans found more in Note VII.11 and Note VII. 12
The guarantee loans in the Period including 19,006,233.00 Yuan borrowings from parent company Shenzhen SDG Co., Ltd., payment
term was not specified.
(2) There are no overdue loans in this report period-end.
93
21. Note payable
Item 2013-6-30 2012-12-31
Bank acceptance bill 12,149,433.27 --
Total 12,149,433.27 --
22. Account payables
(1)Details of Account payables
Item 2013-6-30 2012-12-31
Account payables 22,477,553.48 23,626,617.53
Total 22,477,553.48 23,626,617.53
(2) Accounts payable to shareholders or related party holding 5% (5% included) or above voting shares of the Company in
reporting period, found more details in (2) Account payable/receivable in advance to related party of Note VIII. 6
(3) Explanation on major account payable with over one year age:
Return after statement
Name of creditor Amount Unsettled reasons
date or not
Not paid from related
Shenzhen SDG Real Estate Co., Ltd. 6,054,855.46 No
company
Total 6,054,855.46
23. Account received in advance
(1) Classify by age
Item 2013-6-30 2012-12-31
within 1 year 39,466,931.03 31,106,429.79
1-2 years 29,139.00 29,139.00
2-3 years 20,000.00 20,000.00
Over 3 years 701,511.70 701,511.70
Total 40,217,581.73 31,857,080.49
The account received in advance with over 3 year account age refers to the amount received in advance from subsidiary Inspection
Equipment Company, the amount was not carried forward due to the client un-accepted for in process of equipment installation and
debugging.
94
(2)In the period, no account received in advance from shareholders with 5% (5%included) voting shares of the Company or related
companies.
24. Wages payable
Decrease during this
Item 2012-12-31 Increase during this period 2013-6-30
period
I. Wage, bonus, allowance and subsidy 9,708,288.24 18,034,171.16 18,726,330.01 9,016,129.39
II. Employees’ welfare -- 760,471.00 760,471.00 --
III. Social security 567,155.86 2,520,333.69 2,441,864.12 645,625.43
IV. Housing public reserve 1,654,390.38 1,312,181.79 1,295,286.75 1,671,285.42
V. Labor union expenditure and employee
education expenses 608,421.22 568,509.64 674,840.90 502,089.96
VI. Compensation from labor relationship
dismissed -- 40,320.00 40,320.00 -
VII. Other 42,850.00 94,315.00 89,315.00 47,850.00
Total 12,581,105.70 23,330,302.28 24,028,427.78 11,882,980.20
25. Tax payable
Item 2013-6-30 2012-12-31
VAT 178,343.10 160,856.59
Business tax -913,526.06 236,808.56
Enterprise income tax -290,694.43 4,823,547.78
Property right tax 931,930.68 964,194.62
land VAT 4,891,627.63 5,276,705.05
Land use tax 156,080.64 21,183.50
Personal income tax -985.81 94,962.92
City maintenance and construction tax -27,673.06 78,919.05
Educational surcharge 47,027.35 129,126.79
Embankment fee 1,441.97 6,569.42
Other 19,796.31 52,560.16
95
Item 2013-6-30 2012-12-31
Total 4,993,368.32 11,845,434.44
Note: The business tax 1,608,577.90 Yuan, city construction tax 112,600.45 Yuan and education surcharge 80,428.90 Yuan were paid
in advance by Automobile Industry and Trade Company(controlling subsidiary of the Company) for disposal of 6/F,7/F of the
Dongfeng Building
26. Dividend payable
Unit 2013-6-30 2012-12-31
Zhongjing Automotive Co., Ltd., ACU Enterprise Co.,
282,140.75 1,455,297.72
Ltd.
Total 282,140.75 1,455,297.72
27. Other payables
Item 2013-6-30 2012-12-31
Other payables 144,849,657.19 99,275,953.73
Total 144,849,657.19 99,275,953.73
(1) Other accounts payable to shareholders or related party holding 5% (5% included) or above voting shares of the Company in
reporting period, found more details in (2) Account payable/receivable in advance to related party of Note VIII. 6
(2) Explanation on other payable with major amount
Name of creditor 2013-6-30 Age Nature or content
Shenzhen SDG Co., Ltd. 50,894,277.27 Over 3 years Related contact and loans and interests
Shenzhen Yidalong Jewelry Co., Ltd. 10,373,343.14 Within 1 year Current accounts
Shenzhen Xingguangda Jewelry Industrial Co., Ltd. 9,336,008.81 Within 1 year Current accounts
Shenzhen Jinbaifu Jewelry Co., Ltd. 8,298,674.50 Within 1 year Current accounts
Total 78,902,303.72
28. Non-current liability due within one year
(1)Details of long-term liabilities due within one year
Item 2013-6-30 2012-12-31
Long-term loans due within one year (Note VII,29) 12,000,000.00 12,000,000.00
Total 12,000,000.00 12,000,000.00
(2) Long-term loans due within one year
96
①Details of long-term loans due within one year
Item 2013-6-30 2012-12-31
Collateral loan 12,000,000.00 12,000,000.00
Total 12,000,000.00 12,000,000.00
②Top five long-term loans due within one year
Starting
Termination date Currenc
Unit date for Rate (%) 2013-6-30 2012-12-31
for loans y
loans
Paid 1.5 million
Yuan every 3
Shenzhen Branch of CITIC Bank 2012/7/27 7.0725 RMB 6,000,000.00 6,000,000.00
months since 27
Oct. 2012
Paid 1.5 million
Shenzhen Branch of Shanghai Yuan every 3
2012/9/27 6.4575 RMB 6,000,000.00 6,000,000.00
Pudong Development Bank months since 27
Dec. 2012
Total 12,000,000.00 12,000,000.00
③ No overdue loans in long-term loans due within one year
29. Long-term loan
(1) Category of long-term loans
① Category of long-term loans
Item 2013-6-30 2012-12-31
Collateral loan 76,000,000.00 82,000,000.00
Guarantee loans 73,000,000.00 73,000,000.00
Less: long-term loans due within one year
(Note VII,28) 12,000,000.00 12,000,000.00
Total 137,000,000.00 143,000,000.00
The category and amount of assets mortgaged for mortgage loans found more in Note VII.11
The guarantee loans refer to the borrowing from parent company Shenzhen SDG Co., Ltd.,
97
②Top five long-term loans
Starting date Termination Currenc
Unit Rate (%) 2013-6-30 2012-12-31
for loans date for loans y
Shenzhen SDG Co., Ltd. 2012/12/25 2015/12/24 6.00 RMB 73,000,000.00 73,000,000.00
Shenzhen Branch of CITIC Bank 2012/7/27 2015/7/27 7.0725 RMB 25,500,000.00 28,500,000.00
Shenzhen Branch of Shanghai RMB
Pudong Development Bank 2012/9/27 2015/9/27 6.4575 38,500,000.00 41,500,000.00
Total 137,000,000.00 143,000,000.00
30. Long-term account payable
(1) Category of long-term account payable
Unit 2013-6-30 2012-12-31
Deposit of staff residence 3,908,848.40 3,908,848.40
Allocation for technology innovation projects 11,311.96 11,311.96
Dongfeng Motor Company *Note ① 9,061,711.88 9,061,711.88
Total 12,981,872.24 12,981,872.24
*Note① found more in Note VII. 10(3)
31. Share capital
Item 2012-12-31 Increased (decreased) in this year 2013-6-30
Shares
Bon
New converted
us Othe Sub-
Amount Ratio shares from Amount Ratio
shar r total
issued public
es
reserve
I. Restricted shares
1. State-owned shares -- -- -- -- -- -- -- -- --
2. State-owned legal
person’s shares 14,587,056.00 6.62% -- -- -- -- -- 14,587,056.00 6.62%
3. Other domestic shares -- -- -- -- -- -- -- -- --
Including: Domestic legal
person’s shares -- -- -- -- -- -- -- -- --
Domestic natural person’s
shares -- -- -- -- -- -- -- -- --
4. Foreign shares -- -- -- -- -- -- -- -- --
Including: Foreign legal
person’s shares -- -- -- -- -- -- -- -- --
98
Item 2012-12-31 Increased (decreased) in this year 2013-6-30
Shares
Bon
New converted
us Othe Sub-
Amount Ratio shares from Amount Ratio
shar r total
issued public
es
reserve
Foreign natural person’s
shares -- -- -- -- -- -- -- -- --
Total restricted shares 14,587,056.00 6.62% -- -- -- -- -- 14,587,056.00 6.62%
II. Unrestricted shares
1. RMB Ordinary shares 179,294,544.00 81.39% -- -- -- -- -- 179,294,544.00 81.39%
2. Domestically listed
26,400,000.00 11.98% -- -- -- -- -- 26,400,000.00 11.98%
foreign shares
3. Overseas listed foreign
shares -- -- -- -- -- -- -- -- --
4. Others -- -- -- -- -- -- -- -- --
Total unrestricted shares 205,694,544.00 93.38% -- -- -- -- -- 205,694,544.00 93.38%
III. Total shares 220,281,600.00 100% -- -- -- -- -- 220,281,600.00 100%
Note: unrestricted shares including 131,283,504 shares held by parent company SDG
32. Capital reserves
Increase during Decrease during
Item 2012-12-31 2013-6-30
this period this period
Capital premium 3,024,773.35 -- -- 3,024,773.35
Other comprehensive income 1,060,089.04 -- 248,916.25- 811,172.79
Including: Variation of the fair values of financial
1,060,089.04 -- 248,916.25- 811,172.79
assets available for sale
Other capital reserve 4,647,832.16 -- -- 4,647,832.16
Total 8,732,694.55 -- -- 8,483,778.30
33. Surplus reserves
Increase during this Decrease during this
Item 2012-12-31 2013-6-30
period period
Statutory surplus reserves 2,952,586.32 -- -- 2,952,586.32
Total 2,952,586.32 -- -- 2,952,586.32
99
34. Retained profits
(1) Changes of retained profits
Withdrawal or
Item Jan- Jun 2013 2012
Allocation Ratio
Undistributed profits at the end of last year before
-47,291,479.26 -54,437,738.61
adjustment
Adjust the total undistributed profits at the beginning of the
-- --
year (Increase +, Decrease -)
Undistributed profits at the beginning of the year after
-47,291,479.26 -54,437,738.61
adjustment
Increase: The net profits belong to owners of patent
3,746,434.89 7,146,259.35
company of this year
Cover losses by surplus reserves -- --
Other transfer in -- --
Decrease: Withdraw legal surplus reserves -- --
Withdraw free surplus reserves -- --
Handle common stock dividends -- --
Common stock dividends transferred to be capital stock -- --
Undistributed profits at the end of the year -43,545,044.37 -47,291,479.26
35. Operating income and cost
(1) Operating income and cost
Item Jan- Jun 2013 Jan- Jun 2012
Main operating income 211,302,424.66 193,337,071.35
Other operating income 10,784,893.60 945,596.09
Total operating income 222,087,318.26 194,282,667.44
Main operating cost 181,245,324.99 161,540,562.27
Other operating cost 1,842,324.87 577,674.62
Total operating cost 183,087,649.86 162,118,236.89
100
(2) Primary business (By industries)
Jan- Jun 2013 Jan- Jun 2012
Industry name
Operating income Operating cost Operating income Operating cost
Auto sales 140,623,182.08 139,147,318.08 123,887,663.39 122,648,723.73
Auto maintenance and repair 25,819,884.09 19,821,958.48 22,218,088.03 16,424,636.72
Leasing and services 44,859,358.49 22,276,048.43 47,231,319.93 22,467,201.82
Total 211,302,424.66 181,245,324.99 193,337,071.35 161,540,562.27
(3) Primary business (By districts)
Jan- Jun 2013 Jan- Jun 2012
District
Operating income Operating cost Operating income Operating cost
Shenzhen 211,302,424.66 181,245,324.99 193,337,071.35 161,540,562.27
Total 211,302,424.66 181,245,324.99 193,337,071.35 161,540,562.27
(4) The operating income of the top five customers of the Company
Operating income of the top The percentage in all operating income
Customer name
five customers of the Company (%)
Shenzhen Xingguangda Jewelry Industrial Co., Ltd 3,784,711.13 1.70
Shenzhen Zung Fu Tellus Auto Service Co., Ltd. 3,425,768.61 1.54
Shenzhen Yiquan Investment Consultant Co., Ltd.
2,152,500.00 0.97
Shenzhen Cuilv Jewelry Group Co., ltd. 0.67
1,483,929.00
Embry (China) Dress Co., Ltd.
1,226,569.66 0.55
Total 12,073,478.40 5.43
36. Business tax and surcharges
Item Jan- Jun 2013 Jan- Jun 2012
101
Business tax 2,356,351.15 1,975,617.46
City maintenance and construction tax 303,704.66 283,370.99
Education surcharge 216,822.23 202,459.75
Total 2,876,878.04 2,461,448.20
Note: Calculation standards for business tax and surcharges found more in Note V. Taxes
37. Sales expenses
Item Jan- Jun 2013 Jan- Jun 2012
Employee compensation 5,007,223.41 5,049,911.79
Depreciation and amortization 614,301.93 969,906.21
Taxes 492,384.00 421,954.25
Office expenses 265,943.33 333,636.91
Operating expense 185,458.70 271,972.84
Advertising and exhibition expenses 368,256.66 211,184.42
Utilities 115,149.11 205,881.91
Transportation expenses 253,973.24 205,854.72
Communication postal fees 168,391.57 206,437.37
Other 1,971,293.34 1,897,610.48
Total 9,442,375.29 9,774,350.90
38. Administration expense
Item Jan- Jun 2013 Jan- Jun 2012
Employee compensation 8,153,354.01 9,285,391.00
Taxes 1,529,135.89 1,632,974.89
Office expenses 1,021,631.34 1,056,297.43
Depreciation and amortization 760,537.65 957,426.73
Travelling expense 529,831.95 990,128.56
Operating expense 698,050.50 963,638.30
Conference fee 274,807.56 719,966.92
Transportation expenses 911,919.70 561,450.49
102
Communication postal fees 278,062.36 343,228.02
Other 3,749,336.39 3,862,757.86
Total 17,906,667.35 20,373,260.20
39. Financial expenses
Item Jan- Jun 2013 Jan- Jun 2012
Interest expenses 7,727,022.63 4,345,688.02
Less: Interest income 169,413.90 229,096.56
Exchange gains and losses -38,375.55 16,808.08
Bank charges 270,849.60 266,105.01
Total 7,790,082.78 4,399,504.55
40. Investment income
(1) Particulars about investment income
Item Jan- Jun 2013 Jan- Jun 2012
Income of long-term equity investment calculated based on equity 1,707,144.32 -5,045,829.54
Investment income obtained during holding available-for-sale 48,625.50
financial assets 72,938.25
Total 1,780,082.57 -4,997,204.04
Note: the repatriation of investment gains of the Group has no major restriction except the situation stated in Note VII 10(3)
(2) Income of long-term equity investment calculated based on equity
Company name Jan- Jun 2013 Jan- Jun 2012 Reasons of change (+,-)
Shenzhen Zung Fu Tellus Auto Service Co., -4,672,500.00 Profit of the invested unit
951,521.96
Ltd. increased
Shenzhen Dongfeng Automobile Co., Ltd. -35,418.35 Profit of the invested unit
642,704.20
increased
Other 112,918.16 -337,911.19
103
Company name Jan- Jun 2013 Jan- Jun 2012 Reasons of change (+,-)
Total 1,707,144.32 -5,045,829.54
41. Asset impairment loss
Item Jan- Jun 2013 Jan- Jun 2012
Bad debt loss 100,000.00 --
Total 100,000.00 --
42. Non-operating income
Item Jan- Jun 2013 Jan- Jun 2012
Non-current assets disposal gains 215,227.83 17,031.92
Thereinto: fixed assets disposal gains 215,227.83 17,031.92
Penalty and liquidated damages income -- 1,773.58
Others 7,333.93 14,776.70
Total 222,561.76 33,582.20
43. Non-operating expenditure
Item Jan- Jun 2013 Jan- Jun 2012
Non-current assets disposal losses 14,002.00 21,255.00
Thereinto: fixed assets disposal losses 14,002.00 21,255.00
Other 9,751.00 47.80
Total 23,753.00 21,302.80
44. Income tax expense
Item Jan- Jun 2013 Jan- Jun 2012
current income tax calculated based on tax law and relevant rules 195,375.12 291,449.28
deferred income tax adjustment -- --
Total 195,375.12 291,449.28
104
45. Basic EPS (earnings per share) and diluted EPS
Basic EPS is calculated with divide current net profit attributable to the shareholders of ordinary shares of the Company by weighted
average number of ordinary shares outstanding. As for the ordinary shares newly issued, recognize according to detail terms of the
offering contract, since the date of consideration receivable (usually refers to the date stock issued). Numerator of the diluted EPS
will recognized after the followed factors adjusted based on current net profit attributable to shareholders of ordinary shares of the
Company: (1) interest of dilutive potential ordinary share which was recognized as expenses; (2) income or expenses while the
dilutive potential ordinary share converted; and (3) impact on income tax with the above mentioned adjustment concerned
Denominator of diluted EPS equals the followed two items: (1) weighted average number of ordinary shares outstanding of the
parent company in basic EPS; and (2) weighted average number of ordinary shares, which was increased from conversion of dilutive
potential ordinary share under circumstance of assumption
The dilutive potential ordinary share issued in previous period, assuming to converted in the year, while calculated the weighted
average number of ordinary shares, which was increased from conversion of dilutive potential ordinary share; the dilutive potential
ordinary share issued in the year, assuming to convert on the offering date.
(1) Basic EPS and diluted EPS
Jan-Jun 2013 Jan-Jun 2012
Profit in the period
Basic EPS Diluted EPS Basic EPS Diluted EPS
Net profit attributable to the
shareholders of ordinary 0.017 0.017 -0.039 -0.039
shares of the Company
Net profit attributable to the
shareholders of ordinary
shares after the deduction of -0.015 -0.015 -0.039 -0.039
non-recurring gains and
losses
(2) Calculation of basic earnings per share and diluted earnings per share
①Net profit attributable to shareholders of ordinary shares while basic EPS counts:
Item Current period Last period
Net profit attributable to the shareholders of ordinary shares 3,746,434.89 -8,637,314.75
Including: net profit attributable to sustainable operation 3,746,434.89 -8,637,314.75
Net profit attributable to discontinued operation -- --
Net profit attributable to the shareholders of ordinary shares of the
-3,413,773.73 -8,687,510.80
Company after deducting non-recurring gains/losses
Including: net profit attributable to sustainable operation -3,413,773.73 -8,687,510.80
Net profit attributable to discontinued operation -- --
In the period, the Company has no dilutability potential ordinary shares, thus, the diluted EPS is equals to the basic EPS
②Denominator refers to the weighted average amount of ordinary shares issued while basic EPS
counts:
105
Item Current period Last period
Number of ordinary shares outstanding at year-begin 220,281,600.00 220,281,600.00
Add: Weighted average number of ordinary shares
-- --
outstanding this year
Less: Weighted average number of ordinary shares buy-back
-- --
in the year
Weighted average number of ordinary shares outstanding at
220,281,600.00 220,281,600.00
year-end
46. Other consolidated income
Item Amount of this period Amount of last period
① Gains (losses) amount generated by available-for-sale financial assets -248,916.25 -109,986.25
Subtract: affected by income tax generated by available-for-sale financial
assets
Net amount reckoned in other consolidated income at earlier stage but turned --
--
to gains and losses at the current period
Subtotal -248,916.25 -109,986.25
②Other -- --
Subtract: affected by income tax reckoned in other consolidated income -- --
Net amount reckoned in other consolidated income at earlier stage but turned
-- --
to gains and losses at the current period
Subtotal -- --
Total -248,916.25 -109,986.25
47. Notes to statement of cash flow
(1) Other cash received in relation to operation activities
Item Jan-Jun 2013 Jan-Jun 2012
Contact amount between related parties 22,490,881.00 30,408,421.90
Interest income 169,413.90 229,096.56
Income from penalty and compensation received 1,773.58
Other operating temporary receipts 28,008,026.45 945,596.09
Total 50,668,321.35 31,584,888.13
106
(2) Other cash paid in relation to operation activities
Item Jan-Jun 2013 Jan-Jun 2012
Contact amount between related parties 28,709,172.94 29,744,268.28
Expenses of cash paid 3,669,178.50 4,081,106.83
Expenses of management cash paid 8,876,900.21 10,495,247.05
Total 41,255,251.65 44,320,622.16
(3) Cash received from other investment activities
Item Jan-Jun 2013 Jan-Jun 2012
Bidding margin -- 250,000.00
Total -- 250,000.00
(4) Cash paid related with investment activities
Item Jan-Jun 2013 Jan-Jun 2012
Quit bidding margin -- 200,000.00
Service charge and handling charge of housing transaction 384,657.57
Total 384,657.57 200,000.00
(5) Cash paid related with financing activities
Item Jan-Jun 2013 Jan-Jun 2012
Cash paid for financing costs occurred 20,000.00 --
Total 20,000.00 --
48. Supplementary information to statement of cash flow
(1)Net profit adjusted to cash flow of operation
Item Jan-Jun 2013 Jan-Jun 2012
Net profit adjusted to cash flow of operation activities:
Net profit 2,667,181.15 -10,120,507.22
Add: assets impairment losses 100,000.00 --
Depreciation of fixed assets, consumption of oil assets and depreciation of productive biology assets 6,169,692.35 7,887,291.46
Amortization of intangible assets 28,749.96 28,749.96
Amortization of long-term deferred expenses 160,868.85 289,082.93
Loss from disposal of fixed assets, intangible assets and other long-term assets(gain is listed with ―-‖) -7,247,156.82 14,099.37
Loss of disposing fixed assets(gain is listed with ―-‖) -- --
107
Item Jan-Jun 2013 Jan-Jun 2012
Loss from change of fair value(gain is listed with ―-‖) -- --
Financial expenses (gain is listed with ―-‖) 7,727,022.63 4,345,688.02
Investment loss (gain is listed with ―-‖) -1,780,082.57 4,997,204.04
Decrease of deferred income tax asset( (increase is listed with ―-‖) -- --
Increase of deferred income tax liability (decrease is listed with ―-‖) -- --
Decrease of inventory (increase is listed with ―-‖) 11,691,081.34 -12,701,451.47
Decrease of operating receivable accounts (increase is listed with ―-‖) -16,154,336.58 -11,860,517.15
Increase of operating payable accounts (decrease is listed with ―-‖) 32,935,442.06 12,085,893.59
Others -- --
Net cash flow arising from operating activities 36,298,462.37 -5,034,466.47
(2) Constitution of cash and cash equivalent
Item 2013-6-30 2012-12-31
①Cash 80,238,612.50 55,145,531.39
Including: stock cash 297,370.32 148,896.54
Bank deposit available for payment at any time 77,438,120.20 54,996,344.76
Other monetary fund available for payment at any time 2,503,121.98 290.09
②Cash equivalent -- --
Including: bond investment matured within 3 months -- --
③Balance of cash and cash equivalent at year-end 80,238,612.50 55,145,531.39
VIII. Related Parties and Transactions
1. Parent company of the Company
Legal
Registration
Parent company Relationship Nature representativ Business nature
place
e
Limited Development and operation of
Parent Zhang
Shenzhen SDG Co., Ltd. liability Shenzhen real estate and domestic
company company Junlin
commerce
(Cont’)
108
Proportion of shares
Registered Proportion of voting right Final controller of the Organization
Parent company held to the
capital to the Company (%) Company code
Company (%)
Shenzhen SDG Co.,
1,582,820,000 66.22 66.22 192194195
Ltd. SASAC of Shenzhen
2. Subsidiary of the Company
Found more in Note VI. 1: Particular about subsidiary
3. Details of joint-venture and affiliated enterprise of the Company
Found more in Note VI. 10(5)
4. Particulars about other related parties
Other related parties Relationship Organization code
Shenzhen SDG Swan Industrial Company Ltd. Subsidiary of parent company 192473856
Shenzhen Machinery Equipment Imp & Exp. 19034097X
Subsidiary of parent company
Company
Shenzhen SDG Real Estate Co., Ltd. Subsidiary of parent company 279365997
Hong Kong Yujia Investment Co, Ltd. Subsidiary of parent company
Shenzhen Tellus Real Estate Yueyang Co., Subsidiary of parent company
Shenzhen SDG Development Center Construction 192260957
Subsidiary of parent company
Supervision Co., Ltd.
Shenzhen Tellus Yangchun Real Estate Co., Ltd. Subsidiary of parent company
Shenzhen Longgang Tellus Real Estate Co., Ltd. Subsidiary of parent company
5. Related transaction
(1) Related transaction with commodity, labor service and operating lease concerned
①Related transaction of goods purchasing/accepting labor service/operating rent-in
Jan-Jun 2013 Jan-Jun 2012
Pricing way
and decision Ratio in
Related party Content Ratio in similar similar
making Amount Amount
procedures transactions (%) transactions
(%)
Shenzhen New Yongtong House Market
-- -- 40,000.00 100.00
Automobile Service Co., leasing pricing
109
Ltd.
Shenzhen Development Constructio
Market
Center Construction n 756,285.00 100.00 -- --
pricing
Management Co.,Ltd supervision
②Related transaction of goods sold/ labor service providing/operating rent-out
Jan-Jun 2013 Jan-Jun 2012
Pricing way
and decision Ratio in
Related party Content Ratio in similar similar
making Amount Amount
procedures transactions (%) transactions
(%)
Shenzhen Tellus Motor House Market
2,575,000.02 5.74 2,575,000.02 5.45
Service Chain Co., Ltd. leasing pricing
Shenzhen New Yongtong
House Market
Automobile Services Co., 185,277.00 0.41 138,651.00 0.29
leasing pricing
Ltd.
Shenzhen New Yongtong
House Market
Dongxiao Auto Service 135,900.00 0.30 101,700.00 0.22
leasing pricing
Co., Ltd.
Shenzhen New Yongtong
Equipment Market
Dongxiao Auto Service -- -- 3,997.50 0.01
leasing pricing
Co., Ltd.
Shenzhen New Yongtong Equipment Market
-- -- 70,850.00 60.43%
Technology Co., Ltd. leasing pricing
(2) Related leasing
①Act as a lessor for the Group
Leasing
Pricing basis
Type of Terminate income
Lessor Lessee Starting from for leasing
leasing d dated recognized in
income
the year
Shenzhen Zeng Fu
Shenzhen Tellus (Group) House,
Tellus Auto Service Co., 2005-1-1 2025-1-1 Contract price 5,150,000.00
Co., Ltd. building
Ltd.
Shenzhen Tellus New Shenzhen New
House,
Yongtong Automobile Yongtong Technology 2012-4-1 2015-3-31 Contract price 322,701.00
Development Co. Ltd Co., Ltd. building
110
Shenzhen Tellus New Shenzhen New
House,
Yongtong Automobile Yongtong Technology 2012-4-1 2015-3-31 Contract price 236,700.00
Development Co. Ltd Co., Ltd. building
Shenzhen Tellus New Shenzhen New
Yongtong Automobile Yongtong Technology Machinery 2008-7-1 2016-6-30 Contract price 141,680.00
Development Co. Ltd Co., Ltd.
(3) Related guarantee
There was no related guarantee in the period.
(4) Borrowed funds from related party
Starting Terminated
Related party Borrowed funds Note
from dated
Borrow-in:
Shenzhen SDG Co., Ltd. 73,000,000.00 2012/12/25 2015/12/24
Shenzhen SDG Co., Ltd. 19,006,233.00 Payment terms not specified
(5) Related fund occupation expenses
Fund occupation expenses Jan-Jun 2013 Jan-Jun 2012
Lending funds from the Group:
Shenzhen Xinglong Machinery Mould Co., ltd. 37,708.32 37,916.65
Borrowing funds by the Group:
Shenzhen SDG Development Center Construction
Supervision Co., Ltd. -- 163,998.00
Shenzhen SDG Co., Ltd. 2,632,260.00 442,260.00
Pricing policy: accounted the fund occupation expenses on market interest rate for inter-bank borrowing and lending transaction
6. Account receivable/payable for related parties
(1) Account receivable / paid in advance from/to related party
2013-6-30 2012-12-31
Item Book balance Provision for Book balance Provision for bad
bad debts debts
Account receivable:
Shenzhen New Yongtong Auto Service Co., ltd. 927,602.00 193,247.50 927,602.00 193,247.50
Shenzhen New Yongtong Dongxiao Auto Service
680,400.00 141,750.00 680,400.00 141,750.00
Co., ltd.
Total 1,608,002.00 334,997.50 1,608,002.00 334,997.50
111
2013-6-30 2012-12-31
Item Book balance Provision for Book balance Provision for bad
bad debts debts
Other account receivable:
Shenzhen Tellus Auto Service Chain Co., Ltd. 1,359,297.00 205,500.00 1,360,257.00 205,500.00
Shenzhen New Yongtong Technology Co., Ltd. 146,480.22 16,000.00 176,480.22 16,000.00
Shenzhen Yongtong Xinda Inspection Equipment
513,616.47 -- 512,131.47 --
Co., Ltd.
Shenzhen Xiandao Chemical New Material Co.,
708,072.26 708,072.26 708,072.26 708,072.26
Ltd.
Shenzhen Xinglong Machinery Mould Co., ltd. 1,919,919.70 845,949.48 1,882,211.38 845,949.48
Shenzhen New Yongtong Auto Service Co., ltd. 122,389.34 32,033.03 224,020.16 32,033.03
Shenzhen Tellus Hang Investment Co., ltd. -- -- 571.95 --
Shenzhen Tellus GEM investment Co., Ltd. 10,782.72 -- 9,973.86 --
Shenzhen New Yongtong Dongxiao Auto Service
3,997.50
Co., ltd.
Total 4,784,555.21 1,807,554.77 4,873,718.30 1,807,554.77
Long-term account receivables
Shenzhen Tellus Auto Service Chain Co., ltd. 2,179,203.68 2,179,203.68 2,179,203.68 2,179,203.68
Total 2,179,203.68 2,179,203.68 2,179,203.68 2,179,203.68
(2) Account payable/received in advance to/ from related party
Item 2013-6-30 2012-12-31
Short-term loans
Shenzhen SDG Co., Ltd. 19,006,233.00 19,081,155.00
Total 19,006,233.00 19,081,155.00
Account payable:
Shenzhen SDG Real Estate Co., Ltd. 6,054,855.46 6,054,855.46
Total 6,054,855.46 6,054,855.46
112
Other account payable:
Shenzhen SDG Real Estate Co., Ltd. 335,701.34 335,701.34
Hong Kong Yujia Investment Co., ltd. 1,843,724.86 1,882,483.80
Shenzhen SDG Swarn Industrial Co., Ltd. 20,703.25 20,703.25
Shenzhen Machinery Equipment Imp& Exp Co., Ltd. 868,787.70 769,116.90
Shenzhen SDG Co., Ltd. 50,894,277.27 47,929,481.35
Shenzhen Longgang Tellus Real Estate Co., Ltd. 1,095,742.50 1,095,742.50
Shenzhen Tellus Yangchun Real Estate Co., Ltd. 476,217.49 476,217.49
Shenzhen Xinglong Machinery Mould Co., ltd. 78,515.56 78,515.56
Shenzhen New Yongtong Technology Co., Ltd. 320,000.00 355,145.60
Total 55,933,669.97 52,943,107.79
Long-term loans:
Shenzhen SDG Co., Ltd. 73,000,000.00 73,000,000.00
Total 73,000,000.00 73,000,000.00
IX. Contingency
1. Contingent liability and its financial influence formed by un-settle lawsuits or arbitration
(1)In October of 2005, a lawsuit was brought before Shenzhen Luo Hu District People’s Court by the Company,
which was the recognizer of Jintian Industrial (Group) Co., Ltd. (―Jintian‖) to require Jintian to redress RMB
4,081,830 (principal: RMB 3,000,000, interest: RMB 1,051,380, legal fare: RMB 25,160 and executive fare:
RMB 5,290). Shenzhen Intermediate People’s Court had adjudged that the Company won the lawsuit and the
forcible execution had been applied by the Company. As for the deducted amount in previous years, the Company
has counted as debt losses. The lawsuit has not executed yet till the approval for the financial report disclosed.
In April 2006, Shenzhen Development Bank brought an accusation against Jintian’s overdue loan two million U.S. dollars and the
Company who guaranteed for this loan. The company took on the principal and all interest. After that, the Company appealed to
Shenzhen Luohu District People's Court, asking Jintian to repay 2,960,490 U.S. dollars and interest. In 2008, it reached Shen Luo
No.937 Civil Reconciliation Agreement (2008) after the mediating action taken by Shenzhen Luohu District People's Court. The
agreement is as follows: If Jintian repay 2,960,490 U.S. dollars before October 31, 2008, the company will exempt all the interest. If
Jintian can not settle the amount on time, it will pay the penalty in accordance with the People's Bank of China RMB benchmark
lending rate over the same period. The Company has not yet received the money from Jintian till the disclosure day.
(2) On June 20, 2012, the Company received summons from Shenzhen Futian District People's Court, which was
about loan contract disputes between Ezhou Liantai Capital Ltd and China Construction Bank Shenzhen Bao’an
branch (hereinafter referred to as " Construction Bank ") regarding Shenzhen Guangming Industry Co. Ltd.
(hereinafter referred to as the "Guangming Company"), bringing a civil lawsuit to the subsidiary of the Company
Auto Industrial and Trading Company.
Guangming Company is an associate company of Auto Industrial and Trading Company in 1990 by share of 10%.
This company took bank loans of RMB 2,000,000 with a period of 9 months on December 12, 1990. In October
113
1992Guangming Company has paid 100,000 Yuan. Shenzhen Bao’an District People's Court (1996) BAJZ No.
183 judged that Guangming Company should repay the loan of RMB 1,900,000 and interest to Construction Bank.
And Shenzhen Intermediate People's Court (1996) SZFJYZ No.563 made final judgment upheld the original.
Guangming Company never performed after the verdict, CCB asked for compulsory execution of return of
1,640,000 Yuan. Due to no property available for enforcement, the court of Bao’an District in May 20, 2003 (1997)
SBFZZ No. 220th ruled the termination of execution. On 2004 June, the original creditor Construction Bank
transferred all the above creditor's rights to Asset Management Co. Transferred by several times, in 2008 April
Ezhou Liantai Capital Ltd raises its acquisition of the creditor's rights.
Shenzhen City Administration of industry and Commerce revoked Guangming Company’s business license on
February 28, 2002. Ezhou Liantai Capital Ltd in May 2012appealed Guangming Company and Auto Industrial
and Trading Company to Shenzhen Futian District People's Court, requesting Guangming Company to pay
3,607,000 Yuan and real interest accounted from May 11, 2012 to the date of liquidation. And it required Auto
Industrial and Trading Company to take joint liability for the debts "as its final shareholder because no liquidation
group is formed within the statutory time limit".
The Company received judgment from Guangdong Province Shenzhen Futian District People's Court on May 6,
2013 (2012) SFFMECZ No.4328 dated 6 May 2013, the verdict is: first, the plaintiff Ezhou Liantai Capital Ltd
and third party Shenzhen Xinglisheng Capital Ltd signed Assets Sales Contract which was recognized legal and
valid. the plaintiff obtained legal interest by judgment of (1996) SZFJYZZ No.563; second, Shenzhen
Automobile Industrial and Trade Company should take joint responsibility of payment as parent company of the
defendant Shenzhen Guangming Co. by judgment of (1996) SZFJYZZ No. 563. If payment isn’t due within
specified period, results should be in accordance with the "Regulations of PRC Civil Procedure Law" article
No.253, which rules a double payment of interest on debt during the delay in performance. The case acceptance
fee of 35,656 Yuan (prepaid by the plaintiff) is to be burdened by the two defendants.
Shenzhen Auto Industrial and Trade Company has filed an appeal against the verdict to the Shenzhen Intermediate
People's Court in May 2013. As the financial reporting date, the second instance has not got a verdict yet.
X. Commitments
Capital commitments
RMB
Item 2013-6-30 2012-12-31
Account has contract signed without recognized in
financial statement
- commitments of purchasing long-term assets* 26,339,111.00 26,339,111.00
Total 26,339,111.00 26,339,111.00
* Note: Zhongtian Company, subsidiary of the Company, obtained a land use right by transferring; payable land amount was
52,678,223 Yuan (including land-transferring fees, development funds and municipal facilities). As of 30 June 2013, 50% of the land
amount was paid, and rest of the money 26,339,111.00 Yuan shall paid in full within one year according to the agreement of land
transferring.
XI. Events occurring after the balance sheet date
The Company has no major events occurring after the balance sheet date which should disclosed
XII. Other explanations on major event
Assets and liability measured by fair value
114
Variation Accumulative Impairment
Item 2012-12-31 gains/losses variation of fair value accrual in 2013-6-30
from fair values reckoned into equity the year
Financial assets
Financial assets available for sale 1,591,906.25 -248,916.25 1,164,535.80 -- 1,342,990.00
Total 1,591,906.25 -248,916.25 1,164,535.80 -- 1,342,990.00
XIII. Principle notes of financial statements of company
1. Accounts receivable
(1) Classified according to category of accounts receivable
2013-6-30
Book balance Bad debt reserves
Type
Proportion Proportion
Amount Amount
(%) (%)
Single amount is large, and accounts receivable of single counting
-- -- -- --
and drawing bad debt reserves
Accounts receivable whose bad debts provision was accrued by
-- -- -- --
combination (by age)
Though the single amount is not large, accounts receivable of
484,803.08 100.00 484,803.08 100.00
single counting and drawing bad debt reserves
Total 484,803.08 100.00 484,803.08 100.00
(Cont’)
2012-12-31
Book balance Bad debt reserves
Type
Proportion Proportion
Amount Amount
(%) (%)
Single amount is large, and accounts receivable of single counting
-- -- -- --
and drawing bad debt reserves
Accounts receivable whose bad debts provision was accrued by
-- -- -- --
combination (by age)
Though the single amount is not large, accounts receivable of 484,803.08 100.00 484,803.08 100.00
115
single counting and drawing bad debt reserves
Total 484,803.08 100.00 484,803.08 100.00
(2)Classified according to age of accounts receivable
2013-6-30 2012-12-31
Item
Amount Proportion (%) Amount Proportion (%)
Within 1 year -- -- -- --
1-2 year -- -- -- --
2-3 year -- -- -- --
More than 3 years 484,803.08 100.00 484,803.08 100.00
Total 484,803.08 100.00 484,803.08 100.00
(3)Provision for bad debt provision
Single item with major amount in period-end or the account receivable of bad debt provision by
solely impairment testing for single item with minor amounts
Counting and
Bad debt
Accounts receivable Book balance drawing ratio Counting and drawing reasons
reserves
(%)
Accounts receivable age is long,
Shenzhen Bijiashan 172,000.00 172,000.00
100% which will not be taken back by
Entertainment Co., Ltd.
prediction
Accounts receivable age is long,
SEG retail sales 97,806.64 97,806.64
which will not be taken back by
100% prediction
Accounts receivable age is long,
Guangzhou Lemin Computer 86,940.00 86,940.00
which will not be taken back by
Center
100% prediction
Accounts receivable age is long,
Other units 128,056.44 128,056.44
which will not be taken back by
100% prediction
Total 484,803.08 100% 484,803.08
(4)In this reporting period, there was no large accounts receivable with actual cancel after
verification.
(5)There is no accounts receivable due from shareholders holding 5% (including 5%)
116
voting shares in this report period.
(6) Units with top five accounts receivable amount
Relationship with Percentage in accounts
Unit name Amount Age limit
the Company receivable amount (%)
Shenzhen Bijiashan
172,000.00 Over 3 years
Non-related parties
Entertainment Co., Ltd. 35.48
SEG retail sales Non-related parties 97,806.64 Over 3 years 20.17
Guangzhou Lemin Computer
86,940.00 Over 3 years
Non-related parties
Center 17.93
Lanzhou Dachuan Electronic
37,308.00 Over 3 years
Non-related parties
Company 7.70
Sichuan Shentong Computer
28,764.00 Over 3 years
Non-related parties
Company 5.93
Total 422,818.64 87.21
(7)There is no accounts receivable of related parties.
2. Other accounts receivable
(1) Classified according to category of other accounts receivable
2013-6-30
Type Book balance Bad debt reserves
Amount Ratio (%) Amount Ratio (%)
Single amount is large, and other accounts receivable of single 22.57
12,286,066.45 100.00
counting and drawing bad debt reserves 12,286,066.45
Other accounts receivable whose bad debts provision was accrued 75.30
1,452,128.87 3.54
by combination (by age) 40,986,963.28
Though the single amount is not large, other accounts receivable of 1,157,688.20 2.13 1,157,688.20 100.00
single counting and drawing bad debt reserves
Total 54,430,717.93 100.00 14,895,883.52 27.37
(Cont’)
Type 2012-12-31
117
Book balance Bad debt reserves
Amount Ratio (%) Amount Ratio (%)
Single amount is large, and other accounts receivable of single 18.09
12,286,066.45 12,286,066.45 100.00
counting and drawing bad debt reserves
Other accounts receivable whose bad debts provision was accrued
54,484,027.78 80.21 1,452,128.87 2.67
by combination (by age)
Though the single amount is not large, other accounts receivable of 1,157,688.20 1.70 1,157,688.20 100.00
single counting and drawing bad debt reserves
Total 67,927,782.43 100.00 14,895,883.52 21.93
(2)Classified according to age of other accounts receivable
2013-6-30 2012-12-31
Item
Amount Ratio (%) Amount Ratio (%)
Within 1 year 38,144,269.04 70.08 51,641,333.54 76.03
1-2 year 111,541.64 0.20 111,541.64 0.16
2-3 year 76,041.64 0.14 76,041.64 0.11
More than 3 years 16,098,865.61 29.58 16,098,865.61 23.70
Total 54,430,717.93 100.00 67,927,782.43 100.00
(3)Provision for bad debt provision
①Other accounts receivable with large single amount and accrued for provision of bad debt on a
single basis
Provision for bad Ratio of
Content Carrying amount Reason
debts provision
Shenzhen Zhonghao (Group) Co., Win a lawsuit, no executable
Ltd. 5,000,000.00 5,000,000.00 100.00% assets from adversary
Not expected to collected
Jinbeili Home Appliance Company
2,706,983.51 2,706,983.51 100.00% due to long account age
Shenzhen Petrochemical Industry
(Group) Co., Ltd. 1,895,155.10 1,895,155.10 100.00% Unlikely to collected
Huatong Package Co., Ltd. Not expected to collected
1,212,373.79 1,212,373.79 100.00% due to long account age
Shenzhen Xiandao Chemistry & New
Material Co., ltd 708,072.26 708,072.26 100.00% Not expected to collected
118
Provision for bad Ratio of
Content Carrying amount Reason
debts provision
due to long account age
Other 763,481.79 763,481.79 100.00% Unlikely to collected
Total 12,286,066.45 12,286,066.45 100.00%
②Other accounts receivable accrued for provision of bad debt by age group
2013-6-30 2012-12-31
Ages Book balance Provision for Book balance Provision for bad
Amount Ratio (%) bad debts Amount Ratio (%) debts
Within 1 year 37,955,443.07 92.60 -- 51,452,507.57 94.44 --
1-2 year 94,041.64 0.23 4,202.08 94,041.64 0.17 4,202.08
2-3 year 76,041.64 0.19 17,208.33 76,041.64 0.14 17,208.33
More than 3 years 2,861,436.93 6.98 1,430,161.09 2,861,436.93 5.25 1,430,161.09
Total 40,986,963.28 100.00 1,452,128.87 54,484,027.78 100.00 1,452,128.87
③Other accounts receivable with insignificant single amount but accrued for provision of bad debt
on a single basis at period-end
counting and
Other accounts receivable book balance drawing ratio bad debt reserves Reasons
（%）
accounts receivable age is long,
Money used for purchasing 217,892.57 217,892.57
100.00% which will not be taken back by
house by staff
prediction
accounts receivable age is long,
939,795.63 939,795.63
other units 100.00% which will not be taken back by
prediction
Total 1,157,688.20 1,157,688.20
(4)In this reporting period, there was no large other accounts receivable with actual cancel after
verification.
(5)There is no other accounts receivable due from shareholders holding 5% (including 5%)
voting shares in this report period.
119
(6) Units with top five other accounts receivable amount
Relationship with Percentage in accounts
Unit name Amount Age limit
the Company receivable amount (%)
Non-related
Shenzhen Zhonghao (Group) Co., Ltd. Over 3 years
parties 5,000,000.00 9.19
Non-related
Jinbeili Home Appliance Company Over 3 years
parties 2,706,983.51 4.97
Other long-term
Shenzhen Petrochemical Industry
equity investment Over 3 years
(Group) Co., Ltd.
unit 1,891,289.74 3.47
Shenzhen Xinglong Machinery and
Associates 1-4 years
Module Co., Ltd. 1,919,919.70 3.53
debt obligatory right of Huatong Non-related
Over 3 years
Machinery
parties 1,212,373.79 2.23
Total 12,730,566.74 23.39
(7)Account receivable from related parties
Unit name Relationship with the Company Amount Percentage in accounts
receivable amount (%)
Shenzhen Xinglong Machinery Mould 3.53
Associates
Co., Ltd. 1,919,919.70
Shenzhen Xiandao Chemistry & New 1.30
Associates(discontinued operations)
Material Co., ltd 708,072.26
10,782.72 0.02
Shenzhen Tellus Jimeng Investment Co.,
Joint Venture
Ltd
Total 2,638,774.68 4.85
3. Long-term equity investment
(1) Classification of long-term equity investment
Item 2012-12-31 Increase in the period Decrease in the period 2013-6-30
subsidiary investment 263,839,543.61 -- -- 263,839,543.61
120
Joint venture investment 67,977,032.82 280,135.14 -- 68,257,167.96
Affiliated investment 70,745,885.99 10,851,521.96 -- 81,597,407.95
Other equity investment 28,084,779.52 -- -- 28,084,779.52
Less: impairment of Long-term equity 17,908,162.32 -- -- 17,908,162.32
investment
Total 412,739,079.62 11,131,657.10 -- 423,870,736.72
(2)Details of long-term equity investment
Increase and
Calculating
Invested units Investment 2012-12-31 decrease 2013-6-30
methods
costs changes
Shenzhen Tefa Tellus Real Estate Co., Ltd law of cost 31,152,888.87 31,152,888.87 -- 31,152,888.87
Shenzhen Tefa Tellus Property Management Co., Ltd law of cost 5,021,970.88 5,021,970.88 -- 5,021,970.88
Shenzhen Tellus New Yongtong Automobile
law of cost
Development Co. Ltd 57,672,885.22 57,672,885.22 -- 57,672,885.22
Shenzhen Zhongtian Industry Co., Ltd. law of cost 10,708,622.90 10,708,622.90 -- 10,708,622.90
Shenzhen Automobile Industry Trading General
law of cost
Company 126,251,071.57 126,251,071.57 -- 126,251,071.57
Shenzhen Tefa Huari Automobile Enterprise Co., Ltd law of cost 19,224,692.65 19,224,692.65 -- 19,224,692.65
Shenzhen Tellus Real Estate Exchange Co. Ltd law of cost 2,000,000.00 2,000,000.00 -- 2,000,000.00
Shenzhen Huari TOYOTA Automobile Sales Service
law of cost
Co., Ltd. 1,807,411.52 1,807,411.52 -- 1,807,411.52
Shenzhen New Yongtong Automobile Inspection
law of cost
Equipment Co. Ltd 10,000,000.00 10,000,000.00 -- 10,000,000.00
Shenzhen Tellus GEM investment Co., Ltd. equity law 61,852,480.00 59,250,600.14 199,850.66 59,450,450.80
Shenzhen Telixing Investment Co., Ltd. equity law 13,600,000.00 8,726,432.68 80,284.48 8,806,717.16
Shenzhen Xinglong Machinery &Module Co.,
equity law
Ltd.*Note① 12,300,000.00 5,978,254.74 9,900,000.00 15,878,254.74
Shenzhen Tellus Auto Service Chain Co., Ltd. equity law 800,000.00 -- -- --
Shenzhen Zung Fu Tellus Auto Service Co., ltd equity law 10,500,000.00 64,767,631.25 951,521.96 65,719,153.21
Shenzhen Xiandao Chemistry & New Material Co.,
law of cost
ltd 7,256,401.38 4,751,621.62 -- 4,751,621.62
Hunan Changyang Industry Co., Ltd. law of cost 6,900,000.00 1,810,540.70 -- 1,810,540.70
Shenzhen Hanli Ceramic Co., Ltd. law of cost 3,466,000.00 1,956,000.00 -- 1,956,000.00
121
Increase and
Calculating
Invested units Investment 2012-12-31 decrease 2013-6-30
methods
costs changes
Shenzhen Jiecheng Electronic Co., Ltd law of cost 3,150,000.00 3,225,000.00 -- 3,225,000.00
China Pufa Machinery Industry Co., Ltd. law of cost 10,176,617.20 10,176,617.20 -- 10,176,617.20
Shenzhen Jingwei Industry Co., ltd. law of cost 4,000,000.00 4,000,000.00 -- 4,000,000.00
Shenzhen (Moscow) Co., Ltd. law of cost 825,000.00 825,000.00 -- 825,000.00
Wuhan Weite Hotel law of cost 640,000.00 640,000.00 -- 640,000.00
Shenzhen Petrochemical Industry (Group) Co., Ltd. law of cost 700,000.00 700,000.00 -- 700,000.00
Total 400,006,042.19 430,647,241.94 11,131,657.10 441,778,899.04
(Cont’)
Description
of
Counting
Share inconformity
Vote and Cash
holding of share
percentage drawing dividends
percentage holding Impairment
Invested units in impairment at the
in percentage reserves
invested reserves at current
invested and vote
units (%) the current period
units (%) percentage
period
in invested
units
Shenzhen Tefa Tellus Real Estate Co., Ltd 100 100 -- -- --
Shenzhen Tefa Tellus Property Management Co., Ltd 100 100 -- -- --
Shenzhen Tellus New Yongtong Automobile Development Co. Ltd 100 100 -- -- --
Shenzhen Zhongtian Industry Co., Ltd. 100 100 -- -- --
Shenzhen Automobile Industry Trading General Company 100 100 -- -- --
Shenzhen Tefa Huari Automobile Enterprise Co., Ltd 60 60 -- -- --
Shenzhen Tellus Real Estate Exchange Co. Ltd 100 100 -- -- --
Shenzhen Huari TOYOTA Automobile Sales Service Co., Ltd. 60 60 -- -- --
Shenzhen New Yongtong Automobile Inspection Equipment Co.
51 51 -- -- --
Ltd
Shenzhen Tellus GEM investment Co., Ltd. 50 50 -- -- --
Shenzhen Telixing Investment Co., Ltd. 50 50 -- -- --
122
Description
of
Counting
Share inconformity
Vote and Cash
holding of share
percentage drawing dividends
percentage holding Impairment
Invested units in impairment at the
in percentage reserves
invested reserves at current
invested and vote
units (%) the current period
units (%) percentage
period
in invested
units
Shenzhen Xinglong Machinery &Module Co., Ltd. 30 30 -- -- --
Shenzhen Tellus Auto Service Chain Co., Ltd. 40 40 -- -- --
Shenzhen Zung Fu Tellus Auto Service Co., ltd 35 35 -- -- --
Shenzhen Xiandao Chemistry & New Material Co., ltd 40 40 4,751,621.62 -- --
Hunan Changyang Industry Co., Ltd. 36.55 36.55 1,810,540.70 -- --
Shenzhen Hanli Ceramic Co., Ltd. 80 80 1,956,000.00 -- --
Shenzhen Jiecheng Electronic Co., Ltd 45 45 3,225,000.00 -- --
China Pufa Machinery Industry Co., Ltd. 5.30 5.30 -- -- --
Shenzhen Jingwei Industry Co., ltd. 12.50 12.50 4,000,000.00 -- --
Shenzhen (Moscow) Co., Ltd. 7 7 825,000.00 -- --
Wuhan Weite Hotel 640,000.00 -- --
100000 100000 700,000.00 --
Shenzhen Petrochemical Industry (Group) Co., Ltd. --
shares shares
Total 17,908,162.32 -- --
* Note①The Company increase capital of 9.99 million to Shenzhen Xinglong Machinery Mould Co., Ltd. in the period
(3) The long-term equity investment of the Company has no restriction in capital transfer to investment enterprise
(4)Details of impairment of long-term equity investment
Increase in the Decrease in the
Item 2012-12-31 2013-6-30
period period
Other long-term equity investment
Shenzhen Xiandao Chemistry & New Material Co., 4,751,621.62 4,751,621.62
-- --
ltd
Hunan Changyang Industry Co., Ltd. 1,810,540.70 -- -- 1,810,540.70
123
Shenzhen Hanli Ceramic Co., Ltd. 1,956,000.00 -- -- 1,956,000.00
Shenzhen Jiecheng Electronic Co., Ltd 3,225,000.00 -- -- 3,225,000.00
Shenzhen Jingwei Industry Co., ltd. 4,000,000.00 -- -- 4,000,000.00
Shenzhen (Moscow) Co., Ltd. 825,000.00 -- -- 825,000.00
Wuhan Weite Hotel 640,000.00 -- -- 640,000.00
Shenzhen Petrochemical Industry (Group) Co., Ltd. 700,000.00 -- -- 700,000.00
Total 17,908,162.32 -- -- 17,908,162.32
4. Operating income and cost
(1) Operating income and cost
Item Jan-Jun 2013 Jan-Jun 2012
Main operating income 8,845,953.02 6,998,484.71
Other operating income -- --
Total operating income 8,845,953.02 6,998,484.71
Main operating cost 1,891,907.91 2,200,025.49
Other operating cost -- --
Total operating cost 1,891,907.91 2,200,025.49
(2) Primary business (By industries)
Jan-Jun 2013 Jan-Jun 2012
Name
Operating income Operating cost Operating income Operating income
Leasing services 8,845,953.02 1,891,907.91 6,998,484.71 2,200,025.49
Total 8,845,953.02 1,891,907.91 6,998,484.71 2,200,025.49
(3) Primary business (By districts)
Jan-Jun 2013 Jan-Jun 2012
Name
Operating income Operating cost Operating income Operating income
Shenzhen 8,845,953.02 1,891,907.91 6,998,484.71 2,200,025.49
124
Jan-Jun 2013 Jan-Jun 2012
Name
Operating income Operating cost Operating income Operating income
Total 8,845,953.02 1,891,907.91 6,998,484.71 2,200,025.49
(5) The operating income of the top five customers of the Company
The percentage in all operating income
Customer name Business income
of the Company (%)
Shenzhen Zung Fu Tellus Auto Service Co., 2,575,000.02 29.11
Ltd. JEWELRY 1,389,018.00 15.70
BAITAI JEWELRY 543,108.00 6.14
YIDALONG JEWELRY 336,576.00 3.80
Xiang Xia 310,440.00 3.51
5,154,142.02
Total 58.26
5. Investment income
(1) Particulars about investment income
Name of invested unit Jan-Jun 2013 Jan-Jun 2012
Income of long-term equity investment calculated based on cost -- --
Income of long-term equity investment calculated based on equity 1,231,657.10 -4,535,696.11
Investment income obtained during holding available-for-sale 72,938.25
48,625.50
financial assets
Total 1,304,595.35 -4,487,070.61
Note: the repatriation of investment gains of the Group has no major restriction.
(2) Income of long-term equity investment calculated based on equity
Name of invested unit Jan-Jun 2013 Jan-Jun 2012 Reason
Investment income
Shenzhen Tellus Auto Service Chain Co., Ltd. -- 36,000.00 reckoned in memorandum
book
Shenzhen Xinglong Machinery and Module
-- -158,700.00 Construction still in
Co., Ltd.
125
Name of invested unit Jan-Jun 2013 Jan-Jun 2012 Reason
process, no income
obtained
Shenzhen Zung Fu Tellus Auto Service Co.,
951,521.96 -4,672,500.00 profit at current period
Ltd.
Shenzhen Tellus GEM Investment Co., ltd 199,850.66 219,353.17
Shenzhen Telixing Investment Co., ltd 80,284.48 40,150.72
Total 1,231,657.10 -4,535,696.11
XIV. Supplementary Information
1. Details of non-recurring gains and losses
Item Jan-Jun 2013 Jan-Jun 2012
Gains/losses from disposal of non-current asset *Note① 7,247,156.82 -21,255.00
Tax refund or mitigate due to examination-and-approval beyond power or without
-- --
official approval document or accident
Government subsidies included in current gains and loss (excluding those closely in
accordance with corporation business and enjoyed according to fixed amount under -- --
national united standard)
Capital occupancy expense, collected from non-financial enterprises and recorded in
-- 37,916.65
current gains and losses
Income from the exceeding part between investment cost of the Company paid for
obtaining subsidiaries, associates and joint-ventures and recognizable net assets fair -- --
value attributable to the Company when acquiring the investment
Gains and losses from exchange of non-monetary assets -- --
Gains and losses from assets under trusted investment or management -- --
Various provision for impairment of assets withdrew due to act of God, such as natural
disaster -- --
Gains and losses from debt restructuring *Note ② -- --
Enterprise reorganization expense, such as expenses from staffing and integrated cost
-- --
etc.
Gains and losses of the part arising from transaction in which price is not fair and
exceeding fair value -- --
126
Item Jan-Jun 2013 Jan-Jun 2012
Current net gains and losses occurred from period-begin to combination day by
subsidiaries resulting from business combination under common control -- --
Gains and losses arising from contingent proceedings irrelevant to normal operation of
the Company -- --
Except for effective hedge business relevant to normal operation of the Company, gains
and losses arising from fair value change of tradable financial assets and tradable
financial liabilities, and investment income from disposal of tradable financial assets, -- --
tradable financial liabilities and financial assets available for sale
Switch-back of provision of impairment of account receivable which are treated with
separate depreciation test -- --
Gains and losses obtained from external trusted loans -- --
Gains and losses arising from change of fair value of investment real estate whose
follow-up measurement are conducted according to fair value pattern -- --
Affect on current gains and losses after an one-time adjustment according to requirements
of laws and regulations regarding to taxation and accounting -- --
Trust fee obtained from trust operation -- --
Other non-operating income and expenditure except for the aforementioned ones *note
③ -2,417.07 33,534.40
Other gains and losses items complying with definition for non-current gains and losses -- --
Subtotal 7,244,739.75 50,196.05
Affect on income tax -- --
Affect on minority equity(after tax) 84,531.13 --
Total 7,160,208.62 50,196.05
Note: as for the numbers of non-recurring gains/losses, ―+‖ stands for income or earnings,‖-―stands for losses or expenses
Recognition of the non-recurring gains/losses was executed in line with the Q&A Announcement No.1 on Information Disclosure for
Companies Offering Their Securities to the Public --- Extraordinary Profit/loss (Zheng Jian Hui Gong Gao [2008] No.: 43).
*note ①Including the investment real estate sold (9 sets apartment of 8/F, Dongfeng Building) by Automobile Industry and Trade
Company (subsidiary of the Company), disposal income was 7,045,930.99 Yuan.
2. REO and earnings per share
Earnings per share (RMB/Share)
Profits during report period Weighted average ROE
Basic EPS diluted EPS
Net profits belong to common
stock stockholders of the 2.01% 0.017 0.017
Company
Net profits belong to common
stock stockholders of the
-1.83% -0.015 -0.015
Company after deducting
nonrecurring gains and losses
127
3. Abnormalities and reasons of the accounting statement items of the Company
Change
Item 2013-6-30 2012-12-31 Change amount Description
ratio
Account received in
Monetary funds 80,238,612.50 55,145,531.39 25,093,081.11 45.5%
advance increased
Account paid in advance
from Huari Company
Prepaid accounts 13,639,457.92 8,453,261.56 5,186,196.36 61.4%
(subsidiary of the
Company) increased
Other account Current accounts increased
23,198,908.96 12,294,045.05 10,904,863.91 88.7%
receivable
Pre-phase expenses for
Tellus international
Construction in process 19,263,213.38 12,977,929.03 6,285,284.35 48.4%
jewelry square (Phase I)
increased
Change
Item 2013-6-30 2012-12-31 Change amount Description
ratio
Interest expenses
Financial expense 7,790,082.78 4,399,504.55 3,390,578.23 77.07% increased resulted by the
more loans
More profit from affiliated
Investment income 1,780,082.57 -4,997,204.04 6,777,286.61 --
company
Huari Company has more
net cash flow generated
36,298,462.37 -5,034,466.47 41,332,928.84 -- auto sales volume, than the
by operating activities
funds withdrawal timely
Cash received in advance
Subtotal of cash
from disposal of
inflows from investing 32,414,709.28 3,948,625.50 28,466,083.78 720.9%
investment real estate
activities
increased in the Period
Construction in process
Subtotal of cash
expenses and capital
outflows from investing 19,470,300.15 2,484,994.86 16,985,305.29 683.5%
increase for joint venture
activities
in the Period
128
Section IX. Documents available for reference
1. Text of semi-annual report 2013 with signature of the Chairman;
2. Financial statement of the Company with signature and seal from the person in charge of the Company, person
in charge of the accounting works, Chief Financial Officer and person in charge of accounting;
3. Original text of all documents of the Company as well as manuscript of the announcement that disclosed on
website appointed by CSRC;
The abovementioned documents are field in the secretariat of the Board for reference by request from the
Shareholdres and relevant administrative department
Shenzhen Tellus Holding Co., Ltd.
Chairman: Zhang Ruili
26 August 2013
129
