意见反馈 手机随时随地看行情

公司公告

特 力B:2013年第三季度报告全文(英文版)2013-10-29  

						                   深圳市特力(集团)股份有限公司 2013 年第三季度报告全文




Shenzhen Tellus Holding Co., Ltd.




The Third Quarterly Report For 2013




           October 2013




                                                                     1
                                                              深圳市特力(集团)股份有限公司 2013 年第三季度报告全文




                                    Section I. Important Notice

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 present the meeting of the Board for deliberating the Third Quarter Report of the Company in
person.


Zhang Ruili, Principal of the Company; Luo Bojun, Person in Charge of Accounting Work; CFO Fu Bin and Ke
Wensheng, Person in Charge of Accounting Organization (Accounting Officer) hereby confirm that the Financial
Report of the Third Quarterly Report is authentic, accurate and complete.




                                                                                                                    2
                                                                       深圳市特力(集团)股份有限公司 2013 年第三季度报告全文




        Section II. Main accounting data and changes of shareholders

I. Main accounting data and index

Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting
error correction or not
□Yes   √ No

                                          Current period-end              Period-end of last year               Increase/decrease (%)

Total assets(RMB)                                   686,793,762.11                       644,911,292.00                             6.49%

Net assets attributable to
shareholders of listed company                      204,656,094.90                       184,675,401.61                            10.82%
(RMB)

                                                                                                                    Increase/decrease in
                                                               Increase/decrease in                                   comparison with
                                                                                           From Year-begin to
                                         Current period       comparison with same                                      year-begin to
                                                                                            end of the Period
                                                              period of last year (%)                              Period-end of last year
                                                                                                                             (%)

Operating revenue (RMB)                     142,706,715.07                     29.49%            364,794,033.33                     19.8%

Net profit attributable to
shareholders of the listed company           16,529,065.30                   1,171.03%            20,275,500.19                         --
(RMB)

Net profit attributable to
shareholders of the listed company
                                               -463,816.90                   -136.95%             -3,877,590.63                    -47.47%
after deducting non-recurring gains
and losses(RMB)

Net cash flow arising from
                                               --                       --                        28,206,996.62                         --
operating activities(RMB)

Basic earnings per share
                                                      0.075                    1,150%                      0.092                        --
(RMB/Share)

Diluted earnings per share
                                                      0.075                    1,150%                      0.092                        --
(RMB/Share)

Weighted average ROE (%)                             8.42%                      7.65%                     10.42%                   14.71%

Items and amount of extraordinary profit (gains)/losses
√Applicable      □Not applicable
                                                                                                                                    In RMB

                                                                     Amount from year-begin to
                               Item                                                                                   Note
                                                                             end of the Period



                                                                                                                                             3
                                                                          深圳市特力(集团)股份有限公司 2013 年第三季度报告全文


                                                                                                        Mainly due to the income from
Gains/losses from the disposal of non-current asset (including the                                      disposal of investment real estate
                                                                                     32,353,242.53
write-off that accrued for impairment of assets)                                                        from Auto Industry & Trading
                                                                                                        Company

Other non-operating income and expenditure except for the
                                                                                           -75,384.55
aforementioned items

                                                                                                        Mainly due to the impact on
                                                                                                        income tax arising from disposal
Less: impact on income tax                                                               8,040,254.18 of investment real estate from
                                                                                                        Auto Industry & Trading
                                                                                                        Company

     Impact on minority shareholders’ equity (post-tax)                                    84,512.98

Total                                                                                24,153,090.82                      --

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


II. Statement of the total shareholders and shares-held of top ten shareholders at end of the
Period

                                                                                                                                  In Share

Total shareholders at period-end                                                                                                   15,925

                                                   Shares-held of top ten shareholders

                                                                                 Amount of              Number of share pledged/frozen
                         Nature of       Proportion of      Amount of shares
   Shareholders                                                                restricted shares
                        shareholder     shares held (%)           held                               State of share          Amount
                                                                                     held

SHENZHEN            State-owned
                                                   66.22%        145,870,560         14,587,056
SDG CO., LTD.       corporate

                    Domestic nature
Zhang Yaguang                                       0.49%          1,075,662                     0
                    person

                    Domestic nature
Liu Liaoyuan                                        0.46%          1,006,609                     0
                    person

FISRT
SHANGHAI            Foreign
                                                    0.31%            672,077                     0
SECURITIES          corporation
LTD.

                    Domestic nature
Zeng Jinbiao                                        0.26%            568,561                     0
                    person



                                                                                                                                             4
                                                                    深圳市特力(集团)股份有限公司 2013 年第三季度报告全文


                  Domestic nature
Lin Fengyuan                                   0.23%             517,158                   0
                  person

                  Domestic nature
Zhang Xiaoming                                 0.21%             463,961                   0
                  person

                  Domestic nature
Li Taoran                                      0.18%             390,858                   0
                  person

China
International     Domestic
Capital           non-stated-owned             0.16%             356,733                   0
Corporation       corporate
Limited

Shanxi Tangdu     Domestic
Group Grand       non-stated-owned             0.15%             335,900                   0
Hotel Co., Ltd.   corporate

                               Particular about top ten shareholders with un-restrict shares held

                                                                                                           Type of shares
            Shareholders                      Amount of un-restrict shares held
                                                                                                        Type           Amount

                                                                                               RMB ordinary
SHENZHEN SDG CO., LTD.                                                         131,283,504                             131,283,504
                                                                                               shares

                                                                                               RMB ordinary
Zhang Yaguang                                                                     1,075,662                                 1,075,662
                                                                                               shares

                                                                                               Domestically
Liu Liaoyuan                                                                      1,006,609 listed foreign                  1,006,609
                                                                                               shares

                                                                                               Domestically
FISRT SHANGHAI SECURITIES
                                                                                    672,077 listed foreign                   672,077
LTD.
                                                                                               shares

                                                                                               RMB ordinary
Zeng Jinbiao                                                                        568,561                                  568,561
                                                                                               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

China International Capital                                                                    RMB ordinary
                                                                                    356,733                                  356,733
Corporation Limited                                                                            shares

Shanxi Tangdu Group Grand Hotel                                                     335,900 RMB ordinary                     335,900


                                                                                                                                        5
                                                                   深圳市特力(集团)股份有限公司 2013 年第三季度报告全文


Co., Ltd.                                                                                 shares

                                    Among the top ten shareholders, there exists no associated relationship between the
                                    state-owned legal person’s shareholders Shenzhen SDG Co., Ltd and other shareholders, and
Explanation on associated
                                    they do not belong to the consistent actionist regulated by the Management Measure of
relationship among the top ten
                                    Information Disclosure on Change of Shareholding for Listed Companies. For the other
shareholders or consistent action
                                    shareholders of circulation share, the Company is unknown whether they belong to the
                                    consistent actionist.

Whether has an agreed-to-buyback dealing in reporting period
□Yes   √No




                                                                                                                                 6
                                                              深圳市特力(集团)股份有限公司 2013 年第三季度报告全文




                                      Section III. Important events

I. Particular about major changes from items of main accounting statements and financial
indexes as well as reasons

 (1) Items of balance sheet
                                                                                                   In RMB
         Items      Closing balance     Opening balance       +,- amount        +,- %                 Reasons of changes
Monetary fund          75,871,845.22         55,145,531.39      20,726,313.83    37.58% Investment real estate was sold by Auto
                                                                                          Industry & Trading Company
Other account          24,750,138.45         12,294,045.05      12,456,093.40   101.32% The current money increased
receivable
Other current             458,477.61          7,495,557.97      -7,037,080.36   -93.88% VAT input tax ready for deduction
assets                                                                                    decreased
Construction in        29,475,444.91         12,977,929.03      16,497,515.88   127.12% Mainly because more expenditure in project
progress                                                                                  of Tellus Shuibei Jewery Building
Note receivable      15,072,693.24                        0    15,072,693.24            -- The bank acceptance issued to FTMS for
                                                                                          vechicle purchased from Huari Toyota
                                                                                          Company
Account received        2,791,234.48         31,857,080.49     -29,065,846.01   -91.24% Mainly because the income from disposal of
in advance                                                                                assets were carried forward by Auto
                                                                                          Industry & Trading Company and; the
                                                                                          account received in advance for vehicles
                                                                                          were carried forward as income by Huari
                                                                                          Toyota
Wages payable           7,605,156.08         12,581,105.70      -4,975,949.62   -39.55% Mainly because the prize which was accured
                                                                                          at end of 2012 was delivered actually
Tax payable            15,826,603.49         11,845,434.44       3,981,169.05    33.61% The accured income tax increased due to the
                                                                                          soaring profit from Auto Industry & Trading
                                                                                          Company
Dividend payable           28,214.08          1,455,297.72      -1,427,083.64   -98.06% The dividend payable to Japanese party has
                                                                                          actually paid by Huari Company
Other account         145,112,694.76         99,275,953.73      45,836,741.03    46.17% The current money increased
payable

(2) Items of profit statement
                                                                                                   In RMB
         Items      Current period        Last period         +,- amount        +,- %                 Reasons of changes
Operating revenue     364,794,033.33        304,491,497.23     60,302,536.10     19.80% Investment real estate was sold by Auto
                                                                                          Industry & Trading Company
Operation tax and       5,892,790.86          3,730,676.60      2,162,114.26     57.96% Investment real estate was sold by Auto



                                                                                                                           7
                                                                        深圳市特力(集团)股份有限公司 2013 年第三季度报告全文


surcharge                                                                                           Industry & Trading Company
Fianncial expenses         11,548,213.37           6,660,713.29           4,887,500.08      73.38% The interest expenditure increased due to
                                                                                                    the increase of loans
Investment income             4,215,035.52        -2,067,805.33           6,282,840.85           -- Mainly because profit from affiliated
                                                                                                    company increased
Income             tax        8,664,636.51           442,748.61           8,221,887.90    1857.01% Income tax expenses increased due to the
expenses                                                                                            soaring profit from Auto Industry &
                                                                                                    Trading Company


(3) Items of cash flow statement
                                                                                                               In RMB
       Items             Current period        Last period             +,- amount        +,- %                  Reasons of changes
Net cash flows              28,206,996.62         -5,625,542.69         33,832,539.31            -- More vechicles sale from Huari Company,
arising from                                                                                       than the capital collected timely
operating activities
Subtotal of cash            34,779,996.25         10,144,625.50         24,635,370.75     242.84% Investment real estate was sold by Auto
inflow from                                                                                        Industry & Trading Company
investing activities
Subtotal of cash            29,847,327.21          3,817,103.79         26,030,223.42     681.94% The expenditure for construction in prgress
outflow from                                                                                       in the Period increased and more cash paid
investing activities                                                                               to affiliated enterprises for capital increment
Subtotal of cash          109,600,000.00        204,860,000.00         -95,260,000.00      -46.50% Mainly because there was a long-term loans
inflow from                                                                                        increased at same period of last yera
financing activities
Subtotal of cash          122,011,116.22        195,991,993.73         -73,980,877.51      -37.75% Mainly because long-term loans were paid
outflow from                                                                                       due at same period of last yera
financing activities


II. Progress and influence of the main events as well as solution analysis specification

The “Propsoal of Capital Increment for Shenzhen Xinglong Machinery Module Co., Ltd.” was deliberated and
approved by 9th extraordinary meeting of 7th session of the Board dated 8 January 2013. More details can be fond
in the Resolution Notice of the Board (Notice No.: 2013-002) and Notice of Investment Outside (Notice No.:
2013-003) that released on Securities Times, Hong Kong Comemrcial Daily and Juchao Website dated 9 January
2013. In July 2013, the capital increment was completed, found more details in Notice of Progress of Investment
Outside (Notice No.: 2013-024) released on Securities Times, Hong Kong Comemrcial Daily and Juchao Website
dated 2 July 2013.
                                                                                          Query indexes of disclosure website for
                   Overview                                  Disclosure date
                                                                                                       interim report

                                                                                         Resolution Notice of the Board (Notice
Capital Increment for Shenzhen Xinglong
                                             2013-01-09                                  No.: 2013-002); Notice of Investment
Machinery Module Co., Ltd.
                                                                                         Outside (Notice No.: 2013-003)



                                                                                                                                       8
                                                             深圳市特力(集团)股份有限公司 2013 年第三季度报告全文


                                                                             Notice of Progress of Investment Outside
                                    2013-07-02
                                                                             (Notice No.: 2013-024)


III. Commitments made by the Company or shareholders holding above 5% shares of the
Company in reporting period or made in previous period and extending to reporting period.
                                                                                                Commit
                                                                                    Commit             Implemen
    Commitments       Accepter                       Contents                                    ment
                                                                                    ment date            tation
                                                                                                 term
                                 (I) Commitments during the work of Share Merger
                                 Reform of the Company:
                                 1. Commitments on Lock-up period
                                 (1) In accordance with the Measures for the
                                 Administration of the Share Merger Reform of Listed
                                 Companies, SDG would abide by the various laws,
                                 regulations and rules, and perform its statutory
                                 commitment duty.
                                 (2) Apart from the above-mentioned statutory
                                 commitment, SDG also made the following special
                                 commitment: with 36 months since the day the
                                 reform plan starts to take effect, SDG would not list
                                 at Shenzhen Stock Exchange and sell the shares of
                                 Tellus it held (except for the shares used to promote
                                 the administration level of Tellus).
                                 (3) The administration level would abide by the laws,
                                 regulations and rules, and perform its statutory
                                 commitment duty.
                                 (4) SDG made the commitment: “The Promiser
                                 hereby promises that, if the Promiser failed to fulfill
                                 its commitment or not fully fulfill its commitment, it
                                 would compensate other shareholders for their losses
                                 suffered thereafter”.
                                 (5) SDG declared: “The Promiser would dutifully
                                 fulfill its commitments and shoulder corresponding
                                 legal responsibilities. The Promiser would transfer
                                 the shares held by it only if the assignee agree and                         Implemen
Share Merger Reform   SDG        have the ability to shoulder the commitment
                                                                                         2005-12-25 Long term
                                                                                                              ting
                                 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 would be conducted strictly according to
                                 relevant laws and regulations, and the circulation


                                                                                                                         9
                                                                      深圳市特力(集团)股份有限公司 2013 年第三季度报告全文


                                         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
Commitment made during
the IPO and refinancing

Other commitments
for medium and small
shareholders
Completed on time or
                     Yes
not


IV. Estimation of operation performance for year of 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


V. Particular about security investment
                                                Amount
                                                           Proportio Amount Proportio
                                                  of
                                    Initial              n of       of        n of       Book
                                          stock-hol                                              Gains and
                        Short    investme             stock-hol stock-hol stock-hol value at
Variety of Code of                        ding at the                                            loss in the Accounti Source of
                       form of      nt                ding at the ding at ding at the the end of
securities securities
                      securities          beginning                                               reporting ng subject stock
                                 cost(RM              beginning the end of end of the the period
                                            of the                                                 (RMB)
                                    B)                  of the the period period        (RMB)
                                            period
                                                      period (% (Share)       (%)
                                           (Share)

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

Disclosure date of securities
investment approval from the
Board

Disclosure date of securities
investment approval from
Shareholders’ Meeting (if
applicable)

Explanation on equity of other listed company held
√Applicable          □Not applicable

                                                                                                                              10
                                                                深圳市特力(集团)股份有限公司 2013 年第三季度报告全文


Particular about financial assets available for sales
                       Item                              2013-9-30                                 2012-12-31

Equity instrument avilable for sale                                    1,484,246.40                           1,591,906.25

Including: Stock of CMBC                                               1,484,246.40                           1,591,906.25

Less: impairment provision                                                       --                                        --

                      Total                                            1,484,246.40                           1,591,906.25


VI. In the report period, reception of research, communication and interview

                                                                                                      Contents discussed and
       Time                   Place           Way               Type              Reception
                                                                                                         material provided

                                                                                                    Routine operation of the
                                                                                                    Company; development
                     Conference room                                         Journalist of Great
2013-07-30                             Field research   Other                                       strategy and viewpoint on
                     of the Company                                          wisdom AAstocks
                                                                                                    industry changes; no
                                                                                                    materials provided




                                                                                                                                11
                                                             深圳市特力(集团)股份有限公司 2013 年第三季度报告全文




                                       Section IV. Financial Statement

I. Financial statement

1. Consolidated Balance Sheet
Prepared by Shenzhen Tellus Holding Co., Ltd
                                                                                                           In RMB

                  Items                         Closing balance                       Opening balance

Current assets:

   Monetary funds                                                 75,871,845.22                     55,145,531.39

   Settlement provisions

   Capital lent

   Transaction finance asset

     Notes receivable

   Accounts receivable                                             5,138,540.13                         5,779,383.21

   Accounts paid in advance                                       10,616,363.25                         8,453,261.56

   Insurance receivable

   Reinsurance receivables
    Contract reserve of reinsurance
receivable
   Interest receivable

   Dividend receivable

   Other receivables                                              24,750,138.45                     12,294,045.05

   Purchase restituted finance asset

   Inventories                                                    45,854,453.72                     47,813,852.20
   Non-current asset due within one
year
   Other current assets                                             458,477.61                          7,495,557.97

Total current assets                                         162,689,818.38                        136,981,631.38

Non-current assets:

   Granted loans and advances

   Finance asset available for sales                               1,484,246.40                         1,591,906.25

   Held-to-maturity investment                                      100,000.00                           100,000.00

   Long-term account receivable

   Long-term equity investment                               198,143,307.74                        186,572,923.39



                                                                                                                  12
                                               深圳市特力(集团)股份有限公司 2013 年第三季度报告全文


    Investment real estate                      89,565,497.18                         96,666,571.61

    Fixed assets                               151,509,319.68                       156,061,636.80

    Construction in progress                    29,475,444.91                         12,977,929.03

    Engineering material

    Disposal of fixed asset

    Productive biological asset

    Oil and gas asset

    Intangible assets                               63,463.68                           106,588.62
   Expense         on      Research      and
Development
    Goodwill
   Long-term           expenses     to    be
                                                  713,789.36                            803,230.14
apportioned
     Deferred income tax asset                  26,709,762.78                         26,709,762.78

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

Total non-current asset                        524,103,943.73                       507,929,660.62

Total assets                                   686,793,762.11                        644,911,292.00

Current liabilities:

    Short-term loans                            98,806,233.00                         93,881,155.00

    Loan from central bank
   Absorbing deposit and interbank
deposit
    Capital borrowed

    Transaction financial liabilities

    Notes payable                               15,072,693.24

    Accounts payable                            21,918,357.53                         23,626,617.53

    Accounts received in advance                 2,791,234.48                         31,857,080.49

     Selling financial asset of
repurchase
   Commission              charge        and
commission payable
    Wage payable                                 7,605,156.08                         12,581,105.70

    Taxes payable                               15,826,603.49                         11,845,434.44

    Interest payable

    Dividend payable                                28,214.08                          1,455,297.72

    Other accounts payable                     145,112,694.76                         99,275,953.73

    Reinsurance payables




                                                                                                 13
                                                   深圳市特力(集团)股份有限公司 2013 年第三季度报告全文


    Insurance contract reserve

    Security trading of agency

    Security sales of agency
   Non-current liabilities due within 1
                                                    12,000,000.00                         12,000,000.00
year
Other current liabilities

Total current liabilities                          319,161,186.66                       286,522,644.61

Non-current liabilities:

     Long-term loans                               134,000,000.00                       143,000,000.00

     Bonds payable

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

    Special accounts payable

    Projected liabilities

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

    Other non-current liabilities

Total non-current liabilities                      148,327,131.15                       157,327,131.15

Total liabilities                                  467,488,317.81                       443,849,775.76
Owner’s     equity    (or   shareholders’
equity):
     Paid-up capital (or share capital)            220,281,600.00                       220,281,600.00

    Capital public reserve                           8,437,887.65                          8,732,694.55

    Less: Inventory shares

    Reasonable reserve

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

    Provision of general risk

    Retained profit                                -27,015,979.07                        -47,291,479.26
    Balance difference          of   foreign
currency translation
Total owner’s equity attributable to
                                                   204,656,094.90                       184,675,401.61
parent company

     Minority interests                             14,649,349.40                         16,386,114.63
Total owner’s equity(or shareholders’
                                                   219,305,444.30                       201,061,516.24
equity)
Total liabilities and owner’s equity(or
                                                   686,793,762.11                        644,911,292.00
shareholders’ equity)
Legal representative: Zhang Ruili
Person in charge of accounting works: Luo Bojun
Chief Financial Officer: Fu Bin
Person in charge of accounting institution: Ke Wensheng


                                                                                                     14
                                                            深圳市特力(集团)股份有限公司 2013 年第三季度报告全文


2. Balance Sheet of parent company
Prepared by Shenzhen Tellus Holding Co., Ltd
                                                                                                            In RMB

                   Item                        Closing balance                       Opening balance

Current assets:

     Monetary funds                                              33,761,113.60                         1,614,187.49

     Transaction finance asset

   Notes receivable

   Accounts receivable

   Accounts paid in advance

   Interest receivable

   Dividend receivable

   Other receivables                                             28,490,127.03                     53,031,898.91

   Inventories
   Non-current asset due within one
year
   Other current assets

Total current assets                                             62,251,240.63                     54,646,086.40

Non-current assets:

   Finance asset available for sales                              1,484,246.40                         1,591,906.25

   Held-to-maturity investment

   Long-term account receivable

   Long-term equity investment                              423,023,839.70                        412,739,079.62

   Investment real estate                                        56,660,404.92                     58,884,316.80

   Fixed assets                                                  18,959,865.44                     18,963,289.36

   Construction in progress                                        235,849.10                           235,849.10

   Engineering material

   Disposal of fixed asset

   Productive biological asset

   Oil and gas asset

   Intangible assets                                                41,796.90                            77,421.87
   Expense        on      Research     and
Development
   Goodwill
   Long-term       expenses      to     be
                                                                    75,837.52                           106,861.96
apportioned
     Deferred income tax asset                                   14,064,022.84                     14,064,022.84


                                                                                                                 15
                                          深圳市特力(集团)股份有限公司 2013 年第三季度报告全文


     Other non-current asset

Total non-current asset                   514,545,862.82                       506,662,747.80

Total assets                              576,797,103.45                       561,308,834.20

Current liabilities:

    Short-term loans                       59,544,160.00                        49,544,160.00

    Transaction financial liabilities

    Notes payable

    Accounts payable

    Accounts received in advance

    Wage payable                                5,189.78                          3,400,003.58

    Taxes payable                            288,774.68                            286,821.39

    Interest payable

    Dividend payable

    Other accounts payable                287,333,114.14                       268,460,296.54
   Non-current liabilities due within 1
                                            6,000,000.00                          6,000,000.00
year
     Other current liabilities

Total current liabilities                 353,171,238.60                       327,691,281.51

Non-current liabilities:

    Long-term loans                        97,000,000.00                       101,500,000.00

    Bonds payable

    Long-term account payable

    Special accounts payable

    Projected liabilities

    Deferred income tax liabilities          353,363.01                            353,363.01

    Other non-current liabilities

Total non-current liabilities              97,353,363.01                       101,853,363.01

Total liabilities                         450,524,601.61                       429,544,644.52

Owner’s equity (or shareholders’
equity):

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

    Capital public reserve                  5,244,464.37                          5,539,271.27

    Less: Inventory shares

    Reasonable reserve

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



                                                                                            16
                                                            深圳市特力(集团)股份有限公司 2013 年第三季度报告全文


    General risk reserve

    Retained profit                                        -102,206,148.85                           -97,009,267.91
    Balance difference of foreign
currency translation
Total owner’s equity(or shareholders’
                                                            126,272,501.84                           131,764,189.68
equity)
Total liabilities and owner’s equity(or
                                                            576,797,103.45                           561,308,834.20
shareholders’ equity)
Legal representative: Zhang Ruili
Person in charge of accounting works: Luo Bojun
Chief Financial Officer: Fu Bin
Person in charge of accounting institution: Ke Wensheng

3. Consolidated Profit Statement (this report period)
Prepared by Shenzhen Tellus Holding Co., Ltd
                                                                                                            In RMB

                   Item                        Current period                          Last period

I. Total operating income                                   142,706,715.07                           110,208,829.79

     Including: Operating income                            142,706,715.07                           110,208,829.79

             Interest income

             Insurance gained

             Commission charge and
commission income

II. Total operating cost                                    120,405,474.53                           112,314,052.20

     Including: Operating cost                                  99,648,257.75                         92,800,282.25

             Interest expense

             Commission charge and
commission expense

             Cash surrender value

             Net amount of expense of
compensation

             Net amount of withdrawal
of insurance contract reserve

             Bonus expense of
guarantee slip

             Reinsurance expense

             Operating tax and extras                            3,015,912.82                          1,269,228.40

             Sales expenses                                      4,949,177.55                          5,577,422.40

             Administration expenses                             9,033,995.82                         10,405,910.41




                                                                                                                 17
                                                     深圳市特力(集团)股份有限公司 2013 年第三季度报告全文


                Financial expenses                     3,758,130.59                          2,261,208.74

                Losses of devaluation of
asset

         Add: Changing income of fair
value(Loss is listed with “-”)

                Investment income (Loss is
                                                       2,434,952.95                          2,929,398.71
listed with “-”)

                Including: Investment
income on affiliated company and joint
venture

                Exchange income (Loss is
listed with “-”)

III. Operating profit      (Loss is listed
                                                      24,736,193.49                           824,176.30
with “-”)

         Add: Non-operating income                       20,677.90                             35,541.77

         Less: Non-operating expense                    102,645.38                             59,707.86

              Including: Disposal loss of
non-current asset

IV. Total Profit      (Loss is listed with
                                                      24,654,226.01                           800,010.21
“-”)

         Less: Income tax expense                      8,469,261.39                           151,299.33

V. Net profit (Net loss is listed with “-”)         16,184,964.62                           648,710.88

         Including: net profit   realized
before consolidation by mergered party

         Net profit attributable to owner’s
                                                      16,529,065.30                          1,300,445.28
of parent company

         Minority shareholders’ gains and
                                                        -344,100.68                          -651,734.40
losses

VI. Earnings per share                          --                                  --

         i. Basic earnings per share                         0.075                                 0.006

         ii. Diluted earnings per share                      0.075                                 0.006

VII. Other consolidated income                           -45,890.65                            -87,989.00

VIII. Total comprehensive income                      16,139,073.97                           560,721.88

         Total consolidated income
attributable to owners of parent                      16,483,174.65                          1,212,456.28
company

         Total consolidated income
                                                        -344,100.68                          -651,734.40
attributable to minority shareholders


                                                                                                       18
                                                            深圳市特力(集团)股份有限公司 2013 年第三季度报告全文


Legal representative: Zhang Ruili
Person in charge of accounting works: Luo Bojun
Chief Financial Officer: Fu Bin
Person in charge of accounting institution: Ke Wensheng
4. Profit Statement of parent company (this report period)
Prepared by Shenzhen Tellus Holding Co., Ltd
                                                                                                          In RMB

                     Items                     Current period                          Last period

I. Operating income                                             4,364,838.05                         3,628,501.23

         Less: operating cost                                     932,693.61                          951,467.45

              Operating tax and extras                            244,430.95                          203,196.07

              Sales expenses

              Administration expenses                           3,750,834.43                         4,012,434.88

              Financial expenses                                2,202,276.49                         1,279,897.17

              Losses of devaluation of asset

         Add: Changing income of fair
value(Loss is listed with “-”)

           Investment income (Loss is
                                                                1,603,102.98                         2,898,413.10
listed with “-”)

              Including: Investment income
on affiliated company and joint venture

II. Operating profit      (Loss is listed
                                                                -1,162,294.45                          79,918.76
with “-”)

         Add: Non-operating income

         Less: Non-operating expense

              Including: Disposal loss of
non-current asset

III. Total Profit     (Loss is listed with
                                                                -1,162,294.45                          79,918.76
“-”)

         Less: Income tax expense

IV. Net profit (Net loss is listed with
                                                                -1,162,294.45                          79,918.76
“-”)

V. Earnings per share                                --                                    --

         i. Basic earnings per share                                  -0.005                              0.0004

         ii. Diluted earnings per share                               -0.005                              0.0004

VI. Other consolidated income                                     -45,890.65                           -87,989.00

VII. Total comprehensive income                                 -1,208,185.10                           -8,070.24

Legal representative: Zhang Ruili

                                                                                                               19
                                                            深圳市特力(集团)股份有限公司 2013 年第三季度报告全文


Person in charge of accounting works: Luo Bojun
Chief Financial Officer: Fu Bin
Person in charge of accounting institution: Ke Wensheng

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

Prepared by Shenzhen Tellus Holding Co., Ltd
                                                                                                            In RMB

                     Item                      Current period                          Last period

I. Total operating income                                   364,794,033.33                           304,491,497.23

        Including: Operating income                         364,794,033.33                           304,491,497.23

               Interest income

               Insurance gained

               Commission charge and
commission income

II. Total operating cost                                    341,609,127.85                           311,440,852.94

        Including: Operating cost                           282,735,907.61                           254,918,519.14

               Interest expense

               Commission charge and
commission expense

               Cash surrender value

               Net amount of expense of
compensation

               Net amount of withdrawal
of insurance contract reserve

               Bonus expense of
guarantee slip

               Reinsurance expense

               Operating tax and extras                          5,892,790.86                          3,730,676.60

               Sales expenses                                   14,391,552.84                         15,351,773.30

               Administration expenses                          26,940,663.17                         30,779,170.61

               Financial expenses                               11,548,213.37                          6,660,713.29

               Losses of devaluation of
                                                                  100,000.00
asset

        Add: Changing income of fair
value(Loss is listed with “-”)

            Investment income (Loss is
                                                                 4,215,035.52                         -2,067,805.33
listed with “-”)


                                                                                                                 20
                                                             深圳市特力(集团)股份有限公司 2013 年第三季度报告全文


                Including: Investment
income on affiliated company and joint
venture

                Exchange income (Loss is
listed with “-”)

III. Operating profit      (Loss is listed
                                                                 27,399,941.00                        -9,017,161.04
with “-”)

         Add: Non-operating income                                 243,239.66                            69,123.97

         Less: Non-operating expense                               126,398.38                            81,010.66

                Including: Disposal loss of
non-current asset

IV. Total Profit      (Loss is listed with
                                                                 27,516,782.28                        -9,029,047.73
“-”)

         Less: Income tax expense                                 8,664,636.51                          442,748.61

V. Net profit (Net loss is listed with “-”)                    18,852,145.77                        -9,471,796.34

         Including: net profit   realized
before consolidation by mergered party

         Net profit attributable to owner’s
                                                                 20,275,500.19                        -7,336,869.47
of parent company

         Minority shareholders’ gains and
                                                                 -1,423,354.42                        -2,134,926.87
losses

VI. Earnings per share                                --                                    --

         i. Basic earnings per share                                    0.092                              -0.0333

         ii. Diluted earnings per share                                 0.092                              -0.0333

VII. Other consolidated income                                     -294,806.90                         -197,975.25

VIII. Total comprehensive income                                 18,557,338.87                        -9,669,771.59

         Total consolidated income
attributable to owners of parent                                 19,980,693.29                        -7,534,844.72
company

         Total consolidated income
                                                                 -1,423,354.42                        -2,134,926.87
attributable to minority shareholders

Legal representative: Zhang Ruili
Person in charge of accounting works: Luo Bojun
Chief Financial Officer: Fu Bin
Person in charge of accounting institution: Ke Wensheng
6. Profit Statement of parent company (from year-begin to end of this period)
Prepared by Shenzhen Tellus Holding Co., Ltd
                                                                                                            In RMB

                      Items                     Current period                          Last period


                                                                                                                 21
                                                            深圳市特力(集团)股份有限公司 2013 年第三季度报告全文


I. Operating income                                             13,210,791.07                        10,626,985.94

         Less: operating cost                                    2,824,601.52                         3,151,492.94

              Operating tax and extras                            739,804.31                           595,111.23

              Sales expenses

              Administration expenses                           11,025,016.05                        11,428,512.48

              Financial expenses                                 6,725,948.46                         2,883,540.39

              Losses of devaluation of asset

         Add: Changing income of fair
value(Loss is listed with “-”)

           Investment income (Loss is
                                                                 2,907,698.33                        -1,588,657.51
listed with “-”)

           Including: Investment income
on affiliated company and joint venture

II. Operating profit      (Loss is listed
                                                                -5,196,880.94                        -9,020,328.61
with “-”)

         Add: Non-operating income

         Less: Non-operating expense

              Including: Disposal loss of
non-current asset

III. Total Profit     (Loss is listed with
                                                                -5,196,880.94                        -9,020,328.61
“-”)

         Less: Income tax expense

IV. Net profit (Net loss is listed with
                                                                -5,196,880.94                        -9,020,328.61
“-”)

V. Earnings per share                                --                                    --

         i. Basic earnings per share                                   -0.024                               -0.041

         ii. Diluted earnings per share                                -0.024                               -0.041

VI. Other consolidated income                                     -294,806.90                          -197,975.25

VII. Total comprehensive income                                 -5,491,687.84                        -9,218,303.86
Legal representative: Zhang Ruili
Person in charge of accounting works: Luo Bojun
Chief Financial Officer: Fu Bin
Person in charge of accounting institution: Ke Wensheng
7. Consolidated Cash Flow Statement (from year-begin to end of this period)
Prepared by Shenzhen Tellus Holding Co., Ltd
                                                                                                           In RMB

                      Item                     Current period                          Last period




                                                                                                                22
                                             深圳市特力(集团)股份有限公司 2013 年第三季度报告全文


I. Cash flows arising from operating
activities:

       Cash received from selling
commodities and providing labor              374,617,424.95                       348,535,399.61
services

       Net increase of customer deposit
and interbank deposit

       Net increase of loan from central
bank

       Net increase of capital borrowed
from other financial institution

       Cash received from original
insurance contract fee

       Net cash received from reinsurance
business

       Net increase of insured savings
and investment

       Net increase of disposal of
transaction financial asset

       Cash received from interest,
commission charge and commission

       Net increase of capital borrowed

       Net increase of buy-back business
capital

       Write-back of tax received

       Other cash received concerning
                                              60,403,435.65                        48,184,668.47
operating activities

Subtotal of cash inflow arising from
                                             435,020,860.60                       396,720,068.08
operating activities

       Cash paid for purchasing
commodities and receiving labor              285,547,928.23                       279,191,865.03
service

       Net increase of customer loans and
advances

       Net increase of deposits in central
bank and interbank

       Cash paid for original insurance
contract compensation




                                                                                              23
                                             深圳市特力(集团)股份有限公司 2013 年第三季度报告全文


        Cash paid for interest, commission
charge and commission

        Cash paid for bonus of guarantee
slip

        Cash paid to/for staff and workers    37,795,748.68                        38,645,593.26

        Taxes paid                            22,857,016.41                        17,461,953.74

        Other cash paid concerning
                                              60,613,170.66                        67,046,198.74
operating activities

Subtotal of cash outflow arising from
                                             406,813,863.98                       402,345,610.77
operating activities

Net cash flows arising from operating
                                              28,206,996.62                         -5,625,542.69
activities

II. Cash flows arising from investing
activities:

        Cash received from recovering
investment

        Cash received from investment
                                               2,522,938.25                          3,653,625.50
income

        Net cash received from disposal of
fixed, intangible and other long-term         32,257,058.00                          6,241,000.00
assets

        Net cash received from disposal of
subsidiaries and other units

        Other cash received concerning
                                                                                      250,000.00
investing activities

Subtotal of cash inflow from investing
                                              34,779,996.25                        10,144,625.50
activities

        Cash paid for purchasing fixed,
                                              19,369,231.88                          3,508,143.79
intangible and other long-term assets

       Cash paid for investment               10,087,147.05

        Net increase of mortgaged loans

        Net cash received from
subsidiaries and other units

        Other cash paid concerning
                                                390,948.28                            308,960.00
investing activities
Subtotal of cash outflow from investing
                                              29,847,327.21                          3,817,103.79
activities
Net cash flows arising from investing
                                               4,932,669.04                          6,327,521.71
activities
III. Cash flows arising from financing
activities

                                                                                               24
                                                            深圳市特力(集团)股份有限公司 2013 年第三季度报告全文


     Cash received from absorbing
                                                                                                        660,000.00
investment

     Including: Cash received from
absorbing minority shareholders’                                                                       660,000.00
investment by subsidiaries

     Cash received from loans                               109,600,000.00                           204,200,000.00

     Cash received from issuing bonds

     Other cash received concerning
financing activities

Subtotal of cash inflow from financing
                                                            109,600,000.00                           204,860,000.00
activities

     Cash paid for settling debts                           113,600,000.00                           190,509,251.67

     Cash paid for dividend and profit
                                                                 8,391,116.22                          5,482,742.06
distributing or interest paying

     Including: Dividend and profit of
minority shareholder paid by
subsidiaries

     Other cash paid concerning
                                                                    20,000.00
financing activities
Subtotal of cash outflow from financing
                                                            122,011,116.22                           195,991,993.73
activities
Net cash flows arising from financing
                                                                -12,411,116.22                         8,868,006.27
activities
IV. Influence on cash and cash
equivalents due to fluctuation in                                    -2,235.61                              -196.39
exchange rate
V. Net increase of cash and cash
                                                                20,726,313.83                          9,569,788.90
equivalents
     Add: Balance of cash and cash
                                                                55,145,531.39                         55,926,573.46
equivalents at the period -begin

VI. Balance of cash and cash
                                                                75,871,845.22                         65,496,362.36
equivalents at the period -end

Legal representative: Zhang Ruili
Person in charge of accounting works: Luo Bojun
Chief Financial Officer: Fu Bin
Person in charge of accounting institution: Ke Wensheng
8. Cash Flow Statement of parent company (from year-begin to end of this period)
Prepared by Shenzhen Tellus Holding Co., Ltd
                                                                                                            In RMB

                  Item                         Current period                          Last period

I. Cash flows arising from operating
activities:

     Cash received from selling                                 13,939,778.70                           371,040.00


                                                                                                                 25
                                          深圳市特力(集团)股份有限公司 2013 年第三季度报告全文


commodities and providing labor
services

     Write-back of tax received

     Other cash received concerning
                                          151,403,768.87                        72,161,072.39
operating activities

Subtotal of cash inflow arising from
                                          165,343,547.57                         72,532,112.39
operating activities

     Cash paid for purchasing
commodities and receiving labor
service

     Cash paid to/for staff and workers     9,922,202.20                          8,317,965.18

     Taxes paid                             2,714,918.50                          2,344,970.57

     Other cash paid concerning
                                          114,975,453.34                        56,441,143.79
operating activities
Subtotal of cash outflow arising from
                                          127,612,574.04                        67,104,079.54
operating activities
Net cash flows arising from operating
                                           37,730,973.53                          5,428,032.85
activities
II. Cash flows arising from investing
activities:
     Cash received from recovering
investment

     Cash received from investment
                                            2,522,938.25                            48,625.50
income

     Net cash received from disposal of
fixed, intangible and other long-term
assets

     Net cash received from disposal of
subsidiaries and other units

     Other cash received concerning
investing activities

Subtotal of cash inflow from investing
                                            2,522,938.25                            48,625.50
activities

     Cash paid for purchasing fixed,
                                             106,748.00                             57,014.28
intangible and other long-term assets

     Cash paid for investment              10,087,147.05

     Net cash received from
subsidiaries and other units

     Other cash paid concerning
investing activities
Subtotal of cash outflow from investing
                                           10,193,895.05                            57,014.28
activities

                                                                                            26
                                                               深圳市特力(集团)股份有限公司 2013 年第三季度报告全文


Net cash flows arising from investing
                                                                -7,670,956.80                             -8,388.78
activities
III. Cash flows arising from financing
activities
        Cash received from absorbing
investment

        Cash received from loans                                50,000,000.00                        60,000,000.00

        Cash received from issuing bonds

        Other cash received concerning
financing activities

Subtotal of cash inflow from financing
                                                                50,000,000.00                        60,000,000.00
activities

        Cash paid for settling debts                            44,500,000.00                        60,160,000.00

        Cash paid for dividend and profit
                                                                 3,413,008.90                          2,370,480.21
distributing or interest paying

        Other cash paid concerning
financing activities
Subtotal of cash outflow from financing
                                                                47,913,008.90                        62,530,480.21
activities
Net cash flows arising from financing
                                                                 2,086,991.10                         -2,530,480.21
activities
IV. Influence on cash and cash
equivalents due to fluctuation in                                      -81.72                                20.17
exchange rate
V. Net increase of cash and cash
                                                                32,146,926.11                          2,889,184.03
equivalents

        Add: Balance of cash and cash
                                                                 1,614,187.49                            64,442.86
equivalents at the period -begin
VI. Balance of cash and                 cash
                                                                33,761,113.60                          2,953,626.89
equivalents at the period -end
Legal representative: Zhang Ruili
Person in charge of accounting works: Luo Bojun
Chief Financial Officer: Fu Bin
Person in charge of accounting institution: Ke Wensheng

II. Audit report

Whether the third quarter report was audited or not
□Yes     √No
The third quarter report of the Company has not been audited




                                                                                                                 27
深圳市特力(集团)股份有限公司 2013 年第三季度报告全文




       Chairman of the Board: Zhang Ruili




               Board of Directors of
          ShenZhen Tellus Holding Co., Ltd.
                   October 30, 2013




                                                 28