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特 力B:2015年第一季度报告全文(英文版)2015-04-29  

						                   深圳市特力(集团)股份有限公司 2014 年第一季度报告全文




Shenzhen Tellus Holding Co., Ltd.
    First Quarterly Report 2015




            April 2015




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                                                                深圳市特力(集团)股份有限公司 2015 年第一季度报告全文




                                     Section I. Important Notes

Board of Directors and the Supervisory Committee of Shenzhen Tellus Holding Co., Ltd. (hereinafter referred to
as the Company) and its directors, supervisors and senior executives should guarantee the reality, accuracy and
completion of the quarterly report, there are no any fictitious statements, misleading statements or important
omissions carried in this report, and shall take legal responsibilities, individual and/or joint.


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


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




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                                                                       深圳市特力(集团)股份有限公司 2015 年第一季度报告全文




           Section II. Main financial data and changes of shareholders

I. Main accounting data and financial indexes

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

                                                                                                                    Changes of this
                                                                               Same period of last year            period over same
                                                  Current Period
                                                                                                                   period of last year

                                                                           Pre-adjustment    Post-adjustment        Post-adjustment
Operating income (RMB)                                    81,285,344.52     117,565,727.89    117,565,727.89                  -30.86%
Net profit attributable to shareholders of
                                                             788,018.17       3,311,004.94       3,551,141.14                 -77.81%
the listed company(RMB)
Net profit attributable to shareholders of
the listed company after deducting                           767,054.77       3,304,596.89       3,544,733.09                 -78.36%
non-recurring gains and losses(RMB)
Net cash flow arising from operating
                                                          29,617,359.36     -14,227,400.17    -14,227,400.17
activities(RMB)

Basic earnings per share (RMB/Share)                             0.0032              0.015                0.0161              -80.12%
Diluted earnings per share (RMB/Share)                           0.0032              0.015                0.0161              -80.12%
Weighted average ROE                                               0.15%            1.72%                 1.93%                 -1.78%

                                                                                                                    Changes of this
                                                                                                                    period-end over
                                             At the end of the reporting        At the end of last year
                                                                                                                   same period-end of
                                                       period
                                                                                                                        last year

                                                                           Pre-adjustment    Post-adjustment        Post-adjustment
Total assets (RMB)                                    1,423,276,240.52     806,324,777.80     806,324,777.80                   76.51%
Net assets attributable to shareholder of
                                                        826,188,280.97     191,880,262.80     191,880,262.80                  330.57%
listed company (RMB)

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

                                                                                                  Come to an agreement with Team
Gains/losses of debt restructure                                                       17,877.02 III of Wuchuan Jian’an on the
                                                                                                  engineering payment



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                                                                        深圳市特力(集团)股份有限公司 2015 年第一季度报告全文


Other non-operating income and expenditure except for the
                                                                                           10,155.64
aforementioned items

Less: Impact on income tax                                                                  4,469.26

     Impact on minority shareholders’ equity (post-tax)                                    2,600.00

Total                                                                                      20,963.40               --

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

In reporting period, the Company has no particular about 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

II. Total number of shareholders at the end of this report period and top ten shareholders

1. Total number of common shareholders at the end of this report period and top ten common shareholders
                                                                                                                            In shares
Total    number       of      common
shareholders
                                                                                                                             13,883
at the end of report period

                                                   Top ten common shareholders

                                                                                Amount of          Number of share pledged/frozen
  Shareholder’s        Nature of       Proportion of      Amount of shares
                                                                              restricted shares
        name           shareholder       shares held             held                             State of share        Amount
                                                                                    held

SHENZHEN           State-owned
                                                51.09%         151,870,560          20,587,056
SDG CO., LTD. corporation

Shenzhen
Zhiyuan Fuhai
Jewelry Industry Domestic
Investment         non-state-owned              23.88%          71,000,000          71,000,000
Enterprises        corporation
(limited
partnership)

Bank of
Communications
– Putian Earnings Other                         0.74%            2,199,661
Securities
Investment Fund



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                                                                      深圳市特力(集团)股份有限公司 2015 年第一季度报告全文


National Council
for Social
                    Other                         0.41%         1,233,496
Security
Fund-411

FISRT
SHANGHAI            Foreign
                                                  0.39%         1,144,998
SECURITIES          corporation
LTD.

Guoyuan
Securities          Foreign
                                                  0.35%         1,050,582
Brokerage (Hong corporation
Kong) Co., Ltd.

China Resources
SZITIC Trust
Co., Ltd. –
                    Other                         0.31%           907,440
Runjin No.111
Assembled Fund
Trust Plan

                    Domestic nature
Yang Linhua                                       0.30%           894,500
                    person

China Resources
SZITIC Trust
Co., Ltd. –
                    Other                         0.26%           765,730
Fuxiang Open
Subscription
No.4 Trust

CCB- Morgan
Stanley Huaxin
Factor Selected     Other                         0.25%           731,668
Strategy Stock
Investment Fund

                                      Top ten common shareholders with unrestricted shares held

                                                                                                                 Type of shares
           Shareholder’s name                  Amount of unrestricted shares held
                                                                                                          Type               Amount

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

Bank of Communications – Putian
                                                                                                 RMB ordinary
Earnings Securities Investment                                                       2,199,661                                    2,199,661
                                                                                                 shares
Fund

National Council for Social Security                                                 1,233,496 RMB ordinary                       1,233,496



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                                                                           深圳市特力(集团)股份有限公司 2015 年第一季度报告全文


Fund-411                                                                                           shares

                                                                                                   Domestically
FISRT SHANGHAI SECURITIES
                                                                                       1,144,998 listed foreign                  1,144,998
LTD.
                                                                                                   shares

                                                                                                   Domestically
Guoyuan Securities Brokerage
                                                                                       1,050,582 listed foreign                  1,050,582
(Hong Kong) Co., Ltd.
                                                                                                   shares

China Resources SZITIC Trust Co.,
                                                                                                   RMB ordinary
Ltd. – Runjin No.111 Assembled                                                          907,440                                  907,440
                                                                                                   shares
Fund Trust Plan

                                                                                                   RMB ordinary
Yang Linhua                                                                              894,500                                  894,500
                                                                                                   shares

China Resources SZITIC Trust Co.,
                                                                                                   RMB ordinary
Ltd. – Fuxiang Open Subscription                                                        765,730                                  765,730
                                                                                                   shares
No.4 Trust

CCB- Morgan Stanley Huaxin
                                                                                                   RMB ordinary
Factor Selected Strategy Stock                                                           731,668                                  731,668
                                                                                                   shares
Investment Fund

                                                                                                   RMB ordinary
Wang Quansheng                                                                           612,414                                  612,414
                                                                                                   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 aforesaid
                                           Information Disclosure on Change of Shareholding for Listed Companies. For the other
shareholders
                                           shareholders of circulation share, the Company is unknown whether they belong to the
                                           consistent actionist.

Explanation on top ten common              Among the shareholders, Yang Linhua holds 894,500 shares of the Company via guaranteed
shareholders involving margin              security account of the customer credit transactions under the name of China Galaxy
business (if applicable)                   Securities Co., Ltd.

Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement
dealing in reporting period
□ Yes √ No
The top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company have no buy-back
agreement dealing in reporting period.

2. Total shareholders with preferred stock held at Period-end and shares held by top ten shareholders with
preferred stock held
□ Applicable √ Not applicable




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                                        Section III. Significant Events

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

√ Applicable □Not applicable
Balance sheet
                    Balance at           Balance at        Change amount       Changes
       Item                                                                                           Reasons of changes
                    period-end           year-begin                             ratio
                    700,316,175.26         80,045,669.65      620,270,505.61     774.90% Monetary fund incrased due to the fully
Monetary
                                                                                         funded of fund raised from targeted
fund
                                                                                         placement

Account                2,587,464.06         1,373,257.89        1,214,206.17      88.42% Mainly because cars accounts receivable of
receivable                                                                               Huari Toyota increased

                      20,613,656.84        48,209,026.18      -27,595,369.34     -57.24% Mobile inventory of subsidiary Huari
Inventory
                                                                                         Toyota declined at period-end
Other current            19,674.72          8,968,278.77       -8,948,604.05     -99.78% The VAT input tax of subsidiary Huari
assets                                                                                   Toyota decreased in the Period
                       5,715,765.67         9,979,166.89       -4,263,401.22     -42.72% Sales from subsidiary Huari Toyota
Accounts
received      in                                                                         achieved and carry-over to the sales fo
advance
                                                                                         mobile received in advance

Paid-in             297,281,600.00        220,281,600.00       77,000,000.00      34.96% Issuing new 77 million shares
capital( or
share capital)

Capital             564,192,605.51          7,672,605.51      556,520,000.00    7253.34% Mainly due to the premium from issuing
surplus                                                                                  new shares

Profit statement
       Item        Amount at this     At same period of    Change amount       Changes
                                                                                                      Reasons of changes
                      year                 last year                            ratio
Operation             81,285,344.52       117,565,727.89      -36,280,383.37     -30.86% Income from mobile sales sharply reduced
income                                                                                   mainly deu to the vehicle restrictions policy
                                                                                         of ShenZhen at end of last year
Operation cost        63,046,997.78       100,618,068.06      -37,571,070.28     -37.34% Mainly due to the decraese of income
Investment               55,390.23          3,997,552.69       -3,942,162.46     -98.61% Mainly because profit from associated
income                                                                                   enterprise –Shenzhen Zung Fu Tellus
                                                                                         Automobile Service Co., Ltd. declined in
                                                                                         the Period
 Income tax             362,837.40            112,235.77         250,601.63      223.28% Mainly because taxable income tax
   expenses                                                                              expenses increased in the Period




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                                                                          深圳市特力(集团)股份有限公司 2015 年第一季度报告全文


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

√ Applicable □Not applicable
In 2014, the Company initiate the private placement works. On 29 January 2015, the application of private placement has been
verified by the Issuance Examination Commission of CSRC. More 77 million shares are increased during the placement and liste on
Shenzhen Stock Exchange dated 27 March 2015.

                                                                                                    Information index for temporary report
                    Overview                                   Date for disclosure
                                                                                                                  disclosure

The Company initiate the private placement works
in 2014. On 29 January 2015, the application of
                                                                                               Found more in “Report of Placement and
private placement has been verified by the Issuance
                                                                                               Summary of Listed Company Statement”
Examination Commission of CSRC. More 77
                                                      2015-03-26                               No.: 2015-009, released on Securities
million shares are increased during the placement
                                                                                               Times, Hong Kong Commercial Daily and
and liste on Shenzhen Stock Exchange dated 27
                                                                                               Juchao Website(http://www.cninfo.com.cn)
March 2015.




III. Commitments from the Company or shareholder with over 5% share held in reporting
period or continues to reporting period

√ Applicable □Not applicable
                                                                                                                                 Implementa
        Item of Commitments               Promisee             Content of commitments                   Date          Term
                                                                                                                                     tion
                                                        Commitments during the work of
                                                        Share Merger Reform of the
                                                        Company:         (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

                                       SHENZHEN commitment duty. (2) Apart from
Commitments for                                                                                                                 Implementi
                                       SDG CO., the above-mentioned statutory 2005-12-29                          Long-term
Share Merger Reform                                                                                                             ng
                                       LTD.     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


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           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
           have the ability to shoulder the
           commitment responsibility.”

           SDG, the controlling shareholder
           of the Company, made a special
           commitment               of           incentive
           mechanism          in     Share           Merger
           Reform. After that SASAC and
           Ministry of Finance jointly issued
           a “Trial Approach of Equity
           Incentive for State-Owned Listed
           Companies”, and CSRC issued
           the “Incentive Management on
           Shares      of      Listed          Companies
SHENZHEN
           (Trial)”, after comparison, the                                              Implementi
SDG CO.,                                                        2014-06-26   2016-6-30
           above mentioned commitments                                                   ng
LTD.
           made by SDG are out of the
           relevant           regulations                and
           requirement,                              relevant
           commitments                    are            not
           implemented as a result. On 26
           June 2014, the Company actively
           communicating with SDG, and
           promised that on the premise of
           subjecting to applicable laws and
           regulations         and             supervision
           requirements,             continues             to



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                                                        support the Company promote a
                                                        long-term incentive plan as soon
                                                        as possible in stead of the
                                                        commitments      made   in   share
                                                        merger reform, and complete the
                                                        long-term incentive plan before
                                                        30 June 2016. At that time, the
                                                        long-term incentive plan shall be
                                                        implemented after submit for
                                                        deliberation in General Meeting

Commitments in report of
acquisition or equity change

Commitments in assets reorganization

Commitments make in initial public
offering or re-financing

Other commitments to minority
shareholders of the Company

Completed on time or not                  Y

Specific reasons for uncompleted
commitment and further plan (if           N/A
applicable)


IV. Forecast of operation performance from Jan. – June of 2015

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


V. Securities Investment

□ Applicable √ Not applicable

No security investment in Period.

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

No equity of other listed company held in Period-end.

VII. Derivative investment

□ Applicable √ Not applicable

No derivative investment in the Period.



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VIII. Registration form for receiving research, communication and interview in the report period
□ Applicable √ Not applicable

No registration form for receiving research, communication or interview in the Period.




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                                                              深圳市特力(集团)股份有限公司 2015 年第一季度报告全文




                                        Section IV. Financial Statement

I. Financial statement

1. Consolidate balance sheet

Prepared by ShenZhen Tellus Holding Co.,Ltd.
                                                     2015-03-31
                                                                                                              In RMB

                      Items                      Closing balance                       Opening balance

Current assets:

       Monetary funds                                         700,316,175.26                         80,045,669.65

       Settlement provisions

       Capital lent

       Financial liability measured by fair
value and with variation reckoned into
current gains/losses

       Derivative financial liability

       Notes receivable

       Accounts receivable                                          2,587,464.06                         1,373,257.89

       Accounts paid in advance                                     6,537,868.43                         6,981,402.87

       Insurance receivable

       Reinsurance receivables
     Contract reserve of reinsurance
receivable
       Interest receivable

       Dividend receivable

       Other receivables                                            8,620,054.97                         7,904,999.44

       Purchase restituted finance asset

       Inventories                                                 20,613,656.84                     48,209,026.18

       Divided into assets held for sale
       Non-current asset due within one
year
       Other current assets                                           19,674.72                          8,968,278.77

Total current assets                                          738,694,894.28                        153,482,634.80

Non-current assets:



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                                                 深圳市特力(集团)股份有限公司 2015 年第一季度报告全文


     Loans and payments on behalf

     Finance asset available for sales            10,478,985.77                         10,478,985.77

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

     Long-term account receivable

     Long-term equity investment                 211,325,656.03                        211,270,265.80

     Investment property                          85,622,021.20                         85,083,745.72

     Fixed assets                                140,858,294.20                       142,849,121.72

     Construction in progress                    155,955,327.00                       122,551,469.97

     Engineering material

     Disposal of fixed asset

     Productive biological asset

     Oil and gas asset

     Intangible assets                            53,622,493.82                         53,924,233.96
    Expense         on    Research        and
Development
     Goodwill
    Long-term          expenses      to    be
                                                     957,403.29                           905,871.01
apportioned
     Deferred income tax asset                    25,661,164.93                         25,678,449.05

     Other non-current asset

Total non-current asset                          684,581,346.24                       652,842,143.00

Total assets                                    1,423,276,240.52                      806,324,777.80

Current liabilities:

     Short-term loans                             55,702,909.00                         74,719,672.00

     Loan from central bank
    Absorbing deposit and interbank
deposit
     Capital borrowed

     Financial liability measured by fair
value and with variation reckoned into
current gains/losses

     Derivative financial liability

     Notes payable

     Accounts payable                             21,885,663.28                         22,340,922.90

     Accounts received in advance                   5,715,765.67                         9,979,166.89
     Selling     financial        asset    of
repurchase

     Commission           charge          and


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                                              深圳市特力(集团)股份有限公司 2015 年第一季度报告全文


commission payable
       Wage payable                            15,206,892.28                         17,164,185.03

       Taxes payable                            9,076,315.88                          9,055,093.27

       Interest payable

       Dividend payable

       Other accounts payable                 112,764,796.60                        114,533,081.65

       Reinsurance payables

       Insurance contract reserve

       Security trading of agency

       Security sales of agency

       Divided into liability held for sale
       Non-current liabilities due within 1
                                              119,200,000.00                       120,700,000.00
year
Other current liabilities

Total current liabilities                     339,552,342.71                       368,492,121.74

Non-current liabilities:

       Long-term loans                        190,695,765.58                       178,597,550.55

       Bonds payable

         Including: preferred stock

                 Perpetual capital
securities

       Long-term account payable               13,657,490.94                         13,657,490.94

       Long-term wages payable                  9,857,354.83                          9,953,557.75

       Special accounts payable

       Projected liabilities

       Deferred income

       Deferred income tax liabilities            662,115.67                           723,459.18

       Other non-current liabilities           32,570,237.55                         32,570,237.55

Total non-current liabilities                 247,442,964.57                       235,502,295.97

Total liabilities                             586,995,307.28                       603,994,417.71

Owner’s equity:

       Share capital                          297,281,600.00                       220,281,600.00

       Other equity instrument

         Including: preferred stock

                 Perpetual capital
securities


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                                                                  深圳市特力(集团)股份有限公司 2015 年第一季度报告全文


     Capital public reserve                                       564,192,605.51                                7,672,605.51

     Less: Inventory shares

     Other comprehensive income

     Reasonable reserve

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

     Provision of general risk

     Retained profit                                               -38,238,510.86                           -39,026,529.03
Total owner’s equity attributable to
                                                                  826,188,280.97                           191,880,262.80
parent company
Minority interests                                                     10,092,652.27                        10,450,097.29

Total owner’s equity                                             836,280,933.24                           202,330,360.09

Total liabilities and owner’s equity                            1,423,276,240.52                          806,324,777.80


Legal representative: Lv Hang                                          Person in charger of accounting works: Lv Jianping
Person in charger of accounting organ: Ke Wensheng


2. Balance Sheet of Parent Company

                                                                                                                     In RMB

                     Item                            Closing balance                          Opening balance

Current assets:

     Monetary funds                                               647,812,100.50                            26,441,746.73

     Financial liability measured by fair
value and with variation reckoned into
current gains/losses

     Derivative financial liability

     Notes receivable
     Accounts receivable

     Account paid in advance                                              68,250.00                              106,810.00

     Interest receivable

     Dividends receivable

     Other receivables                                             114,615,652.64                          110,350,188.00

     Inventories

     Divided into assets held for sale

     Non-current assets maturing within
one year

     Other current assets                                                                                       1,350,000.00



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                                             深圳市特力(集团)股份有限公司 2015 年第一季度报告全文


Total current assets                         762,496,003.14                       138,248,744.73

Non-current assets:

     Available-for-sale financial assets      10,176,617.20                         10,176,617.20

     Held-to-maturity investments

     Long-term receivables

     Long-term equity investments            426,483,721.08                       425,961,150.29

     Investment property                      55,126,044.80                         54,186,250.01

     Fixed assets                             17,742,125.63                         17,961,888.31

     Construction in progress                    251,308.70                           251,308.70

     Project materials

     Disposal of fixed assets

     Productive biological assets

     Oil and natural gas assets

     Intangible assets                           258,810.02                           274,939.25

     Research and development costs

     Goodwill

     Long-term deferred expenses                 309,202.50                           346,559.91

     Deferred income tax assets               13,976,402.89                         13,986,138.44

     Other non-current assets

Total non-current assets                     524,324,232.82                        523,144,852.11

Total assets                                1,286,820,235.96                      661,393,596.84

Current liabilities:

     Short-term borrowings                    19,544,160.00                         19,544,160.00

     Financial liability measured by fair
value and with variation reckoned into
current gains/losses

     Derivative financial liability

     Notes payable

     Accounts payable

     Accounts received in advance

     Wage payable                               6,566,960.03                         6,918,478.90

     Taxes payable                               478,639.17                           430,065.27

     Interest payable

     Dividend payable




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                                               深圳市特力(集团)股份有限公司 2015 年第一季度报告全文


       Other accounts payable                  266,342,609.61                        260,117,846.49

       Divided into liability held for sale

       Non-current liabilities due within 1
                                               119,200,000.00                       120,700,000.00
year

       Other current liabilities

Total current liabilities                      412,132,368.81                       407,710,550.66

Non-current liabilities:

       Long-term loans                         119,700,000.00                       132,300,000.00

       Bonds payable

         Including: preferred stock

                 Perpetual capital
securities

       Long-term account payable

       Long-term wages payable                    3,296,691.54                         3,343,417.98

       Special accounts payable

       Projected liabilities

       Deferred income

       Deferred income tax liabilities

       Other non-current liabilities

Total non-current liabilities                  122,996,691.54                       135,643,417.98

Total liabilities                              535,129,060.35                       543,353,968.64

Owners’ equity:

       Share capita                            297,281,600.00                       220,281,600.00

       Other equity instrument

         Including: preferred stock

                 Perpetual capital
securities

       Capital public reserve                  560,999,182.23                          4,479,182.23

       Less: Inventory shares

       Other comprehensive income

       Reasonable reserve

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

       Retained profit                        -109,542,192.94                       -109,673,740.35

Total owner’s equity                          751,691,175.61                        118,039,628.20

Total liabilities and owner’s equity         1,286,820,235.96                      661,393,596.84



                                                                                                 17
                                                               深圳市特力(集团)股份有限公司 2015 年第一季度报告全文


3. Consolidated Profit Statement

                                                                                                               In RMB

                      Item                         Current Period                         Last Period

I. Total operating income                                           81,285,344.52                       117,565,727.89

Including: Operating income                                         81,285,344.52                       117,565,727.89

         Interest income

         Insurance gained

         Commission charge and commission
income

II. Total operating cost                                            80,575,356.86                       117,984,143.40

Including: Operating cost                                           63,046,997.78                       100,618,068.06

         Interest expense

         Commission charge and commission
expense

         Cash surrender value

         Net amount of expense of
compensation

         Net amount of withdrawal of
insurance contract reserve

         Bonus expense of guarantee slip

         Reinsurance expense

         Operating tax and extras                                    1,257,341.86                         1,171,720.40

         Sales expenses                                              4,779,425.47                         4,762,538.72

         Administration expenses                                     7,580,211.93                         7,482,840.09

         Financial expenses                                          3,911,379.82                         3,948,976.13

         Losses of devaluation of asset

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

         Investment income (Loss is listed
                                                                       55,390.23                          3,997,552.69
with “-”)

         Including: Investment income on
                                                                       55,390.23                          3,997,552.69
affiliated company and joint venture

         Exchange income (Loss is listed
with “-”)

III. Operating profit       (Loss is listed with
                                                                      765,377.89                          3,579,137.18
“-”)


                                                                                                                    18
                                                深圳市特力(集团)股份有限公司 2015 年第一季度报告全文


     Add: Non-operating income                      28,048.23                              7,308.05

            Including: Disposal gains of
non-current asset

     Less: Non-operating expense                        15.57

            Including: Disposal loss of
non-current asset

IV. Total Profit (Loss is listed with “-”)       793,410.55                           3,586,445.23

     Less: Income tax expense                      362,837.40                            112,235.77

V. Net profit (Net loss is listed with “-”)      430,573.15                           3,474,209.46

    Net profit attributable to owner’s of
                                                   788,018.17                           3,551,141.14
parent company

  Minority shareholders’ gains and
                                                   -357,445.02                            -76,931.68
losses

VI. Net after-tax of other comprehensive
                                                                                        -145,434.40
income

  Net after-tax of other comprehensive
income attributable to owners of parent                                                 -145,434.40
company

         (I) Other comprehensive income
items which will not be reclassified
subsequently to profit of loss

              1. Changes as a result of
re-measurement of net defined benefit
plan liability or asset

              2. Share of the other
comprehensive income of the investee
accounted for using equity method which
will not be reclassified subsequently to
profit and loss

     (II) Other comprehensive income
items which will be reclassified                                                        -145,434.40
subsequently to profit or loss

              1. Share of the other
comprehensive income of the investee
accounted for using equity method which
will be reclassified subsequently to profit
or loss

              2. Gains or losses arising
from changes in fair value of                                                           -145,434.40
available-for-sale financial assets


                                                                                                  19
                                                                      深圳市特力(集团)股份有限公司 2015 年第一季度报告全文


               3. Gains or losses arising
from reclassification of held-to-maturity
investment as available-for-sale financial
assets

               4. The effect hedging portion
of gains or losses arising from cash flow
hedging instruments

               5. Translation differences
arising on translation of foreign currency
financial statements

               6. Other

  Net after-tax of other comprehensive
income attributable to minority
shareholders

VII. Total comprehensive income                                            430,573.15                                3,328,775.06

     Total comprehensive income
                                                                           788,018.17                                3,405,706.74
attributable to owners of parent Company

     Total comprehensive income
                                                                          -357,445.02                                   -76,931.68
attributable to minority shareholders

VIII. Earnings per share:

         (i) Basic earnings per share                                          0.0032                                       0.0161

         (ii) Diluted earnings per share                                       0.0032                                       0.0161

Enterprise combine under the same control in the Period, the combined party realized net profit of 0 Yuan before combination, and
realized 0 Yuan at last period for combined party


Legal representative: Lv Hang                                            Person in charger of accounting works: Lv Jianping
Person in charger of accounting organ: Ke Wensheng


4. Profit Statement of Parent Company

                                                                                                                            In RMB

                     Item                               Current Period                                Last Period

I. Operating income                                                      7,001,308.74                                4,553,340.96

     Less: Operating cost                                                 926,624.02                                   905,685.86

            Operating tax and extras                                      392,073.27                                   254,987.10

            Sales expenses

            Administration expenses                                      3,174,099.92                                2,941,482.98

            Financial expenses                                           2,889,799.36                                2,393,101.67

            Losses of devaluation of asset



                                                                                                                                    20
                                             深圳市特力(集团)股份有限公司 2015 年第一季度报告全文


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

            Investment income (Loss is
                                                522,570.79                           4,181,622.24
listed with “-”)

            Including: Investment income
                                                522,570.79                           4,181,622.24
on affiliated company and joint venture

II. Operating profit      (Loss is listed
                                                141,282.96                           2,239,705.59
with “-”)

   Add: Non-operating income

              Including: Disposal gains of
non-current asset

         Less: Non-operating expense

              Including: Disposal loss of
non-current asset

III. Total Profit (Loss is listed with
                                                141,282.96                           2,239,705.59
“-”)

         Less: Income tax expense                 9,735.55

IV. Net profit (Net loss is listed with
                                                131,547.41                           2,239,705.59
“-”)

V. Net after-tax of other comprehensive
                                                                                     -145,434.40
income

          (I) Other comprehensive income
items which will not be reclassified
subsequently to profit of loss

                1. Changes as a result of
re-measurement of net defined benefit
plan liability or asset

                2. Share of the other
comprehensive income of the investee
accounted for using equity method
which will not be reclassified
subsequently to profit and loss

          (II) Other comprehensive income
items which will be reclassified                                                     -145,434.40
subsequently to profit or loss

                1. Share of the other
comprehensive income of the investee
accounted for using equity method
which will be reclassified subsequently
to profit or loss


                                                                                               21
                                                             深圳市特力(集团)股份有限公司 2015 年第一季度报告全文


              2. Gains or losses arising
from changes in fair value of                                                                           -145,434.40
available-for-sale financial assets

              3. Gains or losses arising
from reclassification of held-to-maturity
investment as available-for-sale
financial assets

              4. The effect hedging
portion of gains or losses arising from
cash flow hedging instruments

              5. Translation differences
arising on translation of foreign
currency financial statements

              6. Other

VI. Total comprehensive income                                  131,547.41                             2,094,271.19

VII. Earnings per share:

        (i) Basic earnings per share                                0.0005                                  0.0102

        (ii) Diluted earnings per share                             0.0005                                  0.0102


5. Consolidated Cash Flow Statement

                                                                                                            In RMB

                   Item                     Current Period                             Last Period

I. Cash flows arising from operating
activities:

       Cash received from selling
commodities and providing labor                              82,736,862.70                           122,666,420.06
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



                                                                                                                 22
                                               深圳市特力(集团)股份有限公司 2015 年第一季度报告全文


investment

       Net increase of amount from
disposal financial assets that measured
by fair value and with variation
reckoned into current gains/losses

       Cash received from interest,
commission charge and commission

       Net increase of capital borrowed

       Net increase of returned business
capital

       Write-back of tax received

       Other cash received concerning
                                                8,090,089.32                         10,140,269.87
operating activities

Subtotal of cash inflow arising from
                                               90,826,952.02                        132,806,689.93
operating activities

       Cash     paid      for    purchasing
commodities         and    receiving   labor   30,813,742.32                        108,493,453.13
service

       Net increase of customer loans
and advances

       Net increase of deposits in central
bank and interbank

       Cash paid for original insurance
contract compensation

       Cash paid for interest, commission
charge and commission

       Cash paid for bonus of guarantee
slip

       Cash paid to/for staff and workers      15,200,586.22                         15,009,808.49

       Taxes paid                               3,831,180.11                           4,536,615.35

       Other    cash      paid   concerning
                                               11,364,084.01                         18,994,213.13
operating activities

Subtotal of cash outflow arising from
                                               61,209,592.66                        147,034,090.10
operating activities

Net cash flows arising from operating
                                               29,617,359.36                         -14,227,400.17
activities

II. Cash flows arising from investing
activities:

       Cash received from recovering


                                                                                                 23
                                                深圳市特力(集团)股份有限公司 2015 年第一季度报告全文


investment

     Cash received from investment
income

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

     Net cash received from disposal of
subsidiaries and other units

     Other cash received concerning
investing activities

Subtotal of cash inflow from investing
activities

     Cash paid for purchasing fixed,
                                                32,216,038.75                         41,448,129.86
intangible and other long-term assets

     Cash paid for investment

     Net increase of mortgaged loans

     Net cash received from
subsidiaries and other units obtained

     Other    cash     paid     concerning
investing activities

Subtotal of cash outflow from investing
                                                32,216,038.75                         41,448,129.86
activities

Net cash flows arising from investing
                                               -32,216,038.75                         -41,448,129.86
activities

III. Cash flows arising from financing
activities

     Cash received from absorbing
                                               635,500,000.00
investment

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

     Cash received from loans                   24,698,215.03                         77,000,000.00

     Cash received from issuing bonds

     Other cash received concerning
financing activities

Subtotal of cash inflow from financing
                                               660,198,215.03                         77,000,000.00
activities

     Cash paid for settling debts               33,100,000.00                         21,000,000.00



                                                                                                  24
                                                                 深圳市特力(集团)股份有限公司 2015 年第一季度报告全文


     Cash paid for dividend and profit
                                                                  3,952,030.03                            2,303,619.02
distributing or interest paying

     Including: Dividend and profit of
minority shareholder paid by
subsidiaries

     Other         cash     paid   concerning
                                                                   277,000.00
financing activities

Subtotal      of     cash     outflow   from
                                                                 37,329,030.03                           23,303,619.02
financing activities

Net cash flows arising from financing
                                                             622,869,185.00                              53,696,380.98
activities

IV. Influence on cash and cash
equivalents due to fluctuation in
exchange rate

V. Net increase of cash and cash
                                                             620,270,505.61                              -1,979,149.05
equivalents

     Add: Balance of cash and cash
                                                                 80,045,669.65                           69,898,791.56
equivalents at the period -begin

VI. Balance of cash and cash
                                                             700,316,175.26                              67,919,642.51
equivalents at the period -end


6. Cash Flow Statement of Parent Company

                                                                                                               In RMB

                      Item                      Current Period                             Last Period

I. Cash flows arising from operating
activities:

     Cash received from selling
commodities and providing labor                                   5,335,204.77                            2,263,910.90
services

     Write-back of tax received

     Other cash received concerning
                                                                  8,621,975.36                            6,079,261.81
operating activities

Subtotal of cash inflow arising from
                                                                 13,957,180.13                            8,343,172.71
operating activities

     Cash paid for purchasing
commodities and receiving labor
service

     Cash paid to/for staff and workers                           5,066,273.89                            3,787,195.55



                                                                                                                    25
                                             深圳市特力(集团)股份有限公司 2015 年第一季度报告全文


     Taxes paid                                686,365.45                             605,743.38

     Other    cash     paid    concerning
                                              4,728,429.55                         58,563,007.01
operating activities

Subtotal of cash outflow arising from
                                             10,481,068.89                         62,955,945.94
operating activities

Net cash flows arising from operating
                                              3,476,111.24                         -54,612,773.23
activities

II. Cash flows arising from investing
activities:

     Cash received from recovering
investment

     Cash received from investment
income

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

     Net cash received from disposal of
subsidiaries and other units

     Other cash received concerning
investing activities

Subtotal of cash inflow from investing
activities

     Cash paid for purchasing fixed,
                                                 31,680.80                            412,224.00
intangible and other long-term assets

     Cash paid for investment

     Net      cash     received     from
subsidiaries and other units

     Other    cash     paid    concerning
investing activities

Subtotal of cash outflow from investing
                                                 31,680.80                            412,224.00
activities

Net cash flows arising from investing
                                                -31,680.80                           -412,224.00
activities

III. Cash flows arising from financing
activities

     Cash received from absorbing
                                            635,500,000.00
investment

     Cash received from loans                                                      45,000,000.00



                                                                                               26
                                                              深圳市特力(集团)股份有限公司 2015 年第一季度报告全文


     Cash received from issuing bonds

     Other cash received concerning
financing activities

Subtotal of cash inflow from financing
                                                             635,500,000.00                         45,000,000.00
activities

     Cash paid for settling debts                             14,100,000.00                           1,500,000.00

     Cash paid for dividend and profit
                                                               3,197,076.67                           1,935,713.89
distributing or interest paying

     Other         cash     paid   concerning
                                                                277,000.00
financing activities

Subtotal      of     cash     outflow   from
                                                              17,574,076.67                           3,435,713.89
financing activities

Net cash flows arising from financing
                                                             617,925,923.33                          41,564,286.11
activities

IV. Influence on cash and cash
equivalents due to fluctuation in
exchange rate

V. Net increase of cash and cash
                                                             621,370,353.77                         -13,460,711.12
equivalents

     Add: Balance of cash and cash
                                                              26,441,746.73                         30,209,143.04
equivalents at the period -begin

VI. Balance of cash and cash
                                                             647,812,100.50                         16,748,431.92
equivalents at the period -end

II. Audit report
Whether the first quarterly report had been audited or not
 □ Yes √ No
The 1Q report of the Company was unaudited




                                                                                                                27