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