深圳市特力(集团)股份有限公司 2021 年年度报告全文 深圳市特力(集团)股份有限公司 SHENZHEN TELLUS HOLDING CO., LTD. Annual Report 2021 April 2022 1 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Section I. Important Notice, Contents and Interpretation Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of Shenzhen Tellus Holding Co., Ltd. (hereinafter referred to as the Company) hereby guarantees the truthfulness, accuracy and completeness of the annual report and that there are no fictitious records, misleading statements, or important omissions carried in this report, and assumes individual and joint legal responsibilities. Fu Chunlong, Principal of the Company, Lou Hong, person in charge of accounting works and accounting organ (accounting executive) hereby guarantees that the Financial Report of Annual Report 2021 is authentic, accurate and complete. All directors are attended the Board Meeting for report deliberation. Concerning the forward-looking statements with future planning involved in the Report, they do not constitute a substantial commitment for investors, investors and relevant persons should maintain sufficient risk awareness and the difference between planning, forecasting and commitment should be understood, the investors are advised to exercise caution of investment risks. The profit distribution plan deliberated and approved by the Board was: based on a total share capital of 431,058,320 as of 31 December 2021, a cash dividend of 0.25 yuan (tax included) per 10 shares and 0 bonus shares (tax included) will be distributed to all shareholders, and no share capital increase from accumulation fund. 2 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Contents Section I Important Notice, Contents and Interpretation...................................................................................... 2 Section II Company Profile and Main Financial Indexes .................................................................................... 6 Section III Management Discussion and Analysis ...............................................................................................11 Section IV Corporate Governance..........................................................................................................................37 Section V Enviornmental and Social Responsibility ........................................................................................... 61 Section VI Important Event.....................................................................................................................................63 Section VII Changes in shares and particular about shareholders..................................................................... 78 Section VIII Preferred Stock................................................................................................................................. 86 Section IX Bonds.......................................................................................................................................................87 Section X Financial Report......................................................................................................................................88 3 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Documents Available for Reference (i)Financial Statement containing the signature and seals of the person in charge of the Company, the person in charge of the accounting works and person in charger of the accounting organization (accounting executive). (ii)Original audit report containing the seal of the accounting firms and signature and seal of the CPA. (iii)Original copies of all documents and announcements that have been released publicly during the reporting period. 4 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Interpretation Items Refers to Contents CSRC Refers to China Securities Regulatory Commission SZE Refers to Shenzhen Stock Exchange China Securities Depository and Clearing Corporation Shenzhen Branch of CSDC Refers to Limited-Shenzhen Branch Company, the Company, our Company, Refers to Shenzhen Tellus Holding Co., Ltd. Tellus Group Reporting period, this reporting period, Refers to Year of 2021 the year Auto Industry and Trade Company Refers to Shenzhen Auto Industry and Trade Corporation Zhongtian Company Refers to Shenzhen Zhongtian Industrial Co,. Ltd. GAC Refers to Gems & Jewelry Trade Association of China Huari Company Refers to Shenzhen SDG Huari Auto Enterprise Co., Ltd. Huari Toyota Refers to Shenzhen Huari Toyota Auto Sales Co., Ltd Zung Fu Tellus Refers to Shenzhen Zung Fu Tellus Auto Service Co., Ltd. Tellus Starlight Refers to Anhui Tellus Starlight Jewelry Investment Co., Ltd. Tellus Starlight Jinzun Refers to Anhui Tellus Starlight Jinzun Jewelry Co., Ltd. Sichuan Channel Platform Company, Refers to Sichuan Tellus Jewelry Tech. Co., Ltd. Sichuan Jewelry Company Tellus Property Refers to Shenzhen SDG Tellus Property Management Co., Ltd. SD, SDG, controlling shareholder Refers to Shenzhen Special Development Group Co., Ltd. Treasury Supply Chain Company Refers to Shenzhen Tellus Baoku Supply Chain Tech. Co., Ltd. Dongfeng Company Refers to Shenzhen Dongfeng Motor Co., Ltd. Shenzhen Jewelry Company Refers to Shenzhen Jewelry Industry Service Co., LTD Shanghai Fanyue Refers to Shanghai Fanyue Diamond Co., Ltd. 5 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Section II Company Profile and Main Financial Indexes I. Company information Short form of the stock Tellus-A, Tellus-B Stock code 000025, 200025 Stock exchange for listing Shenzhen Stock Exchange Name of the Company (in 深圳市特力(集团)股份有限公司 Chinese) Short form of the Company 特力 A (in Chinese) Foreign name of the Shenzhen Tellus Holding Co.,Ltd Company (if applicable) Legal representative Fu Chunlong Registrations add. 3/F, Tellus Building, No.56 Shui Bei Er Road, Luohu District, Shenzhen Code for registrations add 518020 Offices add. 3/F-4/F, Tellus Building, Shui Bei Er Road, Luohu District, Shenzhen Codes for office add. 518020 Company’s Internet Web www.tellus.cn Site E-mail ir@tellus.cn II. Person/Way to contact Secretary of the Board Rep. of security affairs Name Qi Peng Liu Menglei 3/F, Tellus Building, Shuibei 2nd Road, 3/F, Tellus Building, Shuibei 2nd Road, Contact add. Luohu District, Shenzhen Luohu District, Shenzhen Tel. (0755)83989390 (0755)88394183 Fax. (0755)83989386 (0755)83989386 E-mail ir@tellus.cn liuml@tellus.cn III. Information disclosure and preparation place Website of the Stock Exchange where the annual Shenzhen Stock Exchange- http://www.szse.cn/ report of the Company disclosed Media and Website where the annual report of the Securities Times, Hong Kong Commercial Daily and Juchao Website 6 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Company disclosed (www.cninfo.com.cn) Preparation place for annual report Secretariat of the BOD of Shenzhen Tellus Holding Co., Ltd. IV. Registration changes of the Company Organization code 91440300192192210U Changes of main business since listing No changes during the period (if applicable) 1. On 31 March 1997, the 159,588,000 state shares held by Shenzhen Investment Management Co., Ltd., the only non-circulation shareholder, were transfer to Shenzhen Special Development Group Co., Ltd.; total share capital of the Company was 220,281,600 shares while 159,588,000 state shares held by SDG, a 72.45% in Previous changes for controlling total share capital. shareholders (if applicable) 2. As controlling shareholder of the Company, after the equity separation reform, the non-public offering of A share and reducing some of the shares with unlimited sales conditions, SDG held 49.09% of the total shares of the Company as of the end of the reporting period, and remained the controlling shareholder of the Company. V. Other relevant information CPA engaged by the Company Name of CPA RSM Certified Public Accountants (Special General Partnership) Suite 901-22 to 901-26, No.22 Fuchengmen Wai Street, Wai Jing Mao Building, Xincheng Offices add. for CPA Disctrict, Beijing, China Signing Accountants Li Qiaoyi, Qin Changming Sponsor engaged by the Company for performing continuous supervision duties in reporting period □Applicable √Not applicable Financial consultant engaged by the Company for performing continuous supervision duties in reporting period □ Applicable √ Not applicable VI. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data or not □Yes √No Changes in the 2021 2020 current year over the 2019 previous year (+,-) Operating revenue (Yuan) 508,520,026.18 424,419,203.34 19.82% 571,072,893.90 Net profit attributable to 131,020,764.38 57,663,828.89 127.21% 219,669,708.47 7 深圳市特力(集团)股份有限公司 2021 年年度报告全文 shareholders of the listed Company(Yuan) Net profit attributable to shareholders of the listed Company after deducting 71,731,038.87 47,719,889.72 50.32% 53,738,507.05 non-recurring gains and losses(Yuan) Net cash flow arising from 126,611,734.90 109,105,302.88 16.05% 78,911,353.03 operating activities(Yuan) Basic earnings per share 0.3040 0.1338 127.20% 0.5096 (RMB/Share) Diluted earnings per share 0.3040 0.1338 127.20% 0.5096 (RMB/Share) Weighted average ROE 9.56% 4.48% 5.08% 18.92% Changes at end of the current year Year-end of 2021 Year-end of 2020 compared with the Year-end of 2019 end of previous year (+,-) Total assets (Yuan) 1,859,645,205.43 1,708,442,301.15 8.85% 1,645,782,144.03 Net assets attributable to shareholder of listed Company 1,432,924,273.45 1,310,524,675.47 9.34% 1,270,965,296.02 (Yuan) The lower one of net profit before and after deducting the non-recurring gains/losses in the last three fiscal years is negative, and the audit report of last year shows that the ability to continue operating is uncertain □Yes √No The lower one of net profit before and after deducting the non-recurring gains/loses is negative □Yes √No VII. Difference of the accounting data under accounting rules in and out of China 1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles) □ Applicable √ Not applicable The Company had no difference of the net profit or net assets disclosed in financial report, under either IAS (International Accounting Standards) or Chinese GAAP (Generally Accepted Accounting Principles) in the period. 8 深圳市特力(集团)股份有限公司 2021 年年度报告全文 2. Difference of the net profit and net assets disclosed in financial report, under both foreign accounting rules and Chinese GAAP (Generally Accepted Accounting Principles) □ Applicable √ Not applicable The Company had no difference of the net profit or net assets disclosed in financial report, under either foreign accounting rules or Chinese GAAP (Generally Accepted Accounting Principles) in the period. VIII. Quarterly main financial index In RMB Q1 Q2 Q3 Q4 Operating revenue 144,033,886.08 105,458,375.16 136,697,968.79 122,329,796.15 Net profit attributable to shareholders of the listed 21,691,438.24 22,851,277.08 25,443,244.99 61,034,804.07 Company Net profit attributable to shareholders of the listed 20,476,430.15 21,114,162.32 23,496,249.31 6,644,197.09 Company after deducting non-recurring gains and losses Net cash flow arising from -4,764,233.42 64,335,632.44 37,452,152.98 29,588,182.90 operating activities Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial index disclosed in the Company’s quarterly report and semi-annual report □Yes √No IX. Items and amounts of non-recurring profit (gain)/loss √Applicable □ Not applicable In RMB Item 2021 2020 2019 Note Income from Gains/losses from the disposal of disposal of the non-current asset (including the write-off 66,654,129.65 1.00 210,897,055.76 Dongfeng that accrued for impairment of assets) Company’s equity Governmental subsidy calculated into current gains and losses(while closely The government related with the normal business of the subsidy from Company, the government subsidy that 2,923,779.58 1,522,079.42 276,907.09 preferential accord with the provision of national enterprise policy policies and are continuously enjoyed in line with a certain standard quota or 9 深圳市特力(集团)股份有限公司 2021 年年度报告全文 quantity are excluded) Interest receivable Fund possession cost reckoned into from Dongfeng current gains/losses charged from 629,671.75 435,887.15 47,083.32 Company’s non-financial business dividend Gains/losses of fair value changes arising from holding of the trading financial asset, trading financial liability and investment earnings obtained from disposing the trading financial asset, trading financial 10,073,533.17 8,812,468.26 10,684,691.16 Financial income liability, and financial assets available for sale, except for the effective hedging business related to normal operation of the Company Restoring of receivable impairment 493,295.33 935,476.72 provision that tested individually Other non-operating income and expenditure except for the aforementioned 730,552.50 3,196,406.42 -744,465.10 items Refund of handling Other gain/loss that meet the definition of 46,275.77 44,839.26 9,378.94 charge for non-recurring gain/loss individual tax Less: Impact on income tax 19,790,228.25 3,123,780.55 55,755,620.55 Impact on minority shareholders’ 1,977,988.66 1,437,257.12 419,305.92 equity (post-tax) Total 59,289,725.51 9,943,939.17 165,931,201.42 -- Details of other gains/losses items that meets the definition of non-recurring gains/losses: □ Applicable √ Not applicable There are no other gains/losses items that meet the definition of non-recurring gains/losses in the Company. Explain 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 □ Applicable √ Not applicable There are no 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 10 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Section III Management Discussion and Analysis I. Industry of the Company during the reporting period (i) Overall economic conditions The year 2021 was the first year of China's post-pandemic economy, the beginning of the “14th Five-Year Plan”, and also the year of two centenary goals convergence and strategic transformation. Although factors such as variation of virus, flood disasters, policy tightening, and imported pandemic control disrupted the short-term economy, under the influence of low base effect, enhanced endogenous momentum and trend-returning forces, in 2021, China's macro economy showed significant characteristics of “overall high growth rate”, “seemingly falling quarter by quarter”, and “actually recovering quarter by quarter”. From the production side, China's production recovered steadily and the structure was further optimized. From the demand side, the comparison of the three demand forces was more reasonable. In August, the scissors difference between PPI and CPI hit a record high. At the same time, due to the impact of the pandemic, the growth rate of disposable personal income declined, the household consumption tendency declined, and the income gap widened. The growth rate of household consumption expenditure has not yet recovered to the growth level before the pandemic, indicating that the economic recovery remained uneven. There was more room for proactive fiscal policy during the year, which boosted the economy. A prudent monetary policy increased support for key fields and weak links. (ii) Jewelry Industry Under the influence of the pandemic, the demand for jewelry had been deferred until 2021, which brought about a rapid recovery of the jewelry industry. The pandemic also accelerated the clearance of small and medium-sized enterprises and stores with bad management, bringing about an increase in industry concentration and an improvement in the competitive landscape. Since the beginning of 2021, the domestic gold and jewelry retail market has been recovering after the pandemic was further controlled in China. From January to August, the total retail sales of gold, silver and jewelry consumer goods reached 198.04 billion yuan, a year-on-year increase of 43.4%, which was also an increase compared to 2019, the market demand increased somewhat. However, the competition for the sinking market share was fierce, the homogenization and price wars intensified. At the same time, the policy of deferred consumption tax on jewelry and jade had been promulgated for more than one year, but has not been implemented yet, the import rate except for diamonds was high, and the motivation for enterprises to operate in compliance was insufficient. The differentiation of the jewelry industry has become more and more obvious under the pandemic, the sales volume of leading enterprises continued to grow with their advantages in brands and channels, and the jewelry ornaments has continued to increase market share with the promotion of e-commerce and live streaming, while it is increasingly difficult for small and medium-sized brands lack of innovation to operate. 11 深圳市特力(集团)股份有限公司 2021 年年度报告全文 (iii) Commercial operation industry The overall supply of rental service in Shenzhen exceeds demand, the vacancy rate of some office buildings and commercial shops has increased, and the unit rental price of shops and office buildings has dropped significantly. Working from home has also reduced the demand for rentals to a certain extent. The requirements for operating service models and operating standards of commercial entities have been further enhanced. (iv) Automobile industry New energy vehicles have become the biggest bright spot in the automobile industry, whose sales volume increased by 157.57% on a year-on-year basis, and production and sales hit a record high. The impact of pandemic on fuel vehicles exceeded expectations, and the impact on new vehicle sales and after-sales service was huge, especially for mid-to-low-end brands. The chip supply crisis intensified, and various auto manufacturers significantly reduced production and stopped production. In August, September, and October, most manufacturers reduced production by more than 50%, which directly affected the business of each store. The impact of the new insurance policy and annual vehicle examination policy issued at the end of last year became visible, and the maintenance business and overhaul business were significantly reduced. II. Main businesses of the Company in the reporting period Main business of the Company during the reporting period was jewelry service business, commercial operation management; sales of automobile, testing, maintenance and accessories sales. 1. Jewelry service business: Established for just over one year, Tellus Group Jewelry Bonded Platform has had more than 200 settled enterprises and nearly 400 service enterprises, achieved the total amount of import and export of 2.3 billion yuan, and paid import tax of more than 30 million yuan. The import amount of pearl accounted for 53% of the same period throughout the country, and the domestic sales of colored gems accounted for 39% of the same period throughout the country. In order to strengthen the third-party service capability of diamonds, the company established Shanghai Fanyue, a member company of the Shanghai Diamond Exchange, in June, and carried out trial operation at the end of August, realizing the closed-loop service from the bonded exhibition transaction to the general trade import of diamonds. According to market demand, the company has reshaped the safe deposit box service, so as to mainly achieve breakthroughs in safe deposit box sales by relying on the service model design application scenarios of bonded platform, and actively expand other business scenarios. 2. Commercial operation management: The monthly occupancy rate of the tower of Tellus Jewelry Building was 99% all year round, and the occupancy rate of podium building was 95% by the end of the year. The Building held 20 "Heart Warming" activities throughout the year, it invited high-quality commercial tenants to attend the Shenzhen International Jewelry Fair for the first time, and successfully upgraded to be the Shenzhen Municipal Cultural and Creative Industry Park. The company made outstanding achievements in energy saving and carbon 12 深圳市特力(集团)股份有限公司 2021 年年度报告全文 reduction, and the Building was awarded the first three-star green building in Luohu District. The occupancy rate of Tellus Life Experience Hall reached 98% by the end of the year, and the traditional property still maintained an average annual occupancy rate of 99% in the unfavorable market environment. In terms of management, internalized the consulting and research results, improved its own operation system, and created a high-quality service experience. Innovated the way of publicity and promotion, and shot video of shops via Tik Tok to help the merchants gain both fame and fortune. 3. Automobile sales, testing, maintenance and parts sales: In terms of automobile sales, increased monthly in-store marketing activities, adjusted sales policies in a timely manner, optimized internal and external promotion policies for value chain products of new vehicles sales, and promoted the increase in sales added value. In terms of fuel vehicle maintenance services, timely solved customer problems by telephone follow-up and remote diagnosis to faulty vehicles through the Internet of Vehicles function; improved customer experience through digital marketing; improved customer viscosity through the establishment of a one-customer-one-group system and the sales of service packages for multiple regular maintenance; turned dissatisfied customers into loyal customers through customer complaint deduction; increased the output value of customer maintenance orders through key commodity marketing. In terms of new energy vehicle maintenance services, comprehensively strengthened the after-sales service of Xiaopeng new energy vehicles, especially customer experience. III. Core Competitiveness Analysis 1.Deeply cultivate the jewelry industry, play the identity advantages and build an industrial platform Solidly promoted the third-party ecosystem construction of the jewelry, which rapidly improved the company's popularity and influence in the jewelry industry. The company kept trying to innovate business models and steadily promoted the implementation of transformation projects, gave full play to the credit advantages of a state-owned listed company and the physical platform resources in Shuibei area, a jewelry industry gathering place, and went deeply into the jewelry industry chain so as to help the jewelry third-party business achieve leapfrog development. In 2019, Shenzhen Tellus Baoku Supply Chain Tech. Co., Ltd. was established to carry out jewelry supply chain business, which consolidated the third-party service foundation for jewelry. In 2020, Shenzhen Jewelry Industry Service Co., Ltd. was established to provide services such as bonded exhibition, bonded warehousing, customs declaration, logistics, and settlement, which shall be built into a comprehensive element trading service platform with international influence integrating jewelry raw materials and finished products exhibition, spot trading, testing, identification, design, processing, e-commerce, financial services, insurance and so on. In 2021, Shanghai Fanyue Company was established, which realized the closed-loop service from the bonded exhibition transaction to the general trade import of diamonds. As an important starting point for the group's strategic transformation, Shenzhen Jewelry has significantly improved its position in the national jewelry industry chain. The successful operation of Shenzhen Jewelry was highly recognized by both municipal and district governments and customs in Shenzhen, which enhanced the company's position in the jewelry industry chain. 13 深圳市特力(集团)股份有限公司 2021 年年度报告全文 2.Abundant property resources provide stable business income and financial support The Company is the largest owner of the Tellus Gman Gold Jewelry Industrial Park in the Shuibei area, Tellus Shuibei Jewelry Building has been fully put into use, and the construction project of the Tellus Jinzuan Trading Building is progressing as planned. At the same time, the company will construct an innovative industrial projects in Buxin area that conform to the overall strategic layout of the city, district and the Company through renovation. In addition, the Company has a large number of property resources in Luohu and Futian district of Shenzhen, on the basis of maintaining the stability of the original leasing business, the company will actively promote the improvement of property quality and transform its old properties from the traditional method of simple leasing to the direction of property asset operation, so as to fully enhance and tap the added value of the property brand, bring stable business income and cash flow to the company, and provide a solid foundation for the company's long-term development. IV. Main business analysis 1.Overview During the reporting period, under the correct leadership of the party committee and the board of directors, and with the joint efforts of all staff, the company forged ahead, seized opportunities, and generally presented a development trend of “ steady progress and quality improvement”, which took the initiative in the good opening of the 14th Five-Year Plan. (1) The third-party business of jewelry achieved leapfrog development. The construction of the third-party ecosystem of jewelry was solidly promoted. As an important starting point for the company's strategic transformation, Shenzhen Jewelry achieved remarkable results, and the supporting and derivative services became more complete. Shanghai Fanyue Company realized the closed-loop service from the bonded exhibition transaction to the general trade import of diamonds. Baoku Supply Chain Co., Ltd. reshaped the business positioning of safe deposit boxes, relying on service model designs application scenarios of the bonded platform. (2) The construction and operation of Tellus Gold Diamond Trading Building project made steady progress as planned. The company overcame the impact of the pandemic and the rainy season, took multiple measures, such as alternative construction, optimization of procedures, designing of main structure, and completed the phased goal of capping the main building with high quality in advance. (3) Commercial operation and management capabilities significantly enhanced. The tower of Tellus Jewelry Building had an average occupancy rate of 99%, and the occupancy rate of podium building reached 95% by the end of the year. The company continued to improve the service quality, and achieved outstanding results in energy saving and carbon reduction. The Building won the first three-star green building in Luohu District. The 14 深圳市特力(集团)股份有限公司 2021 年年度报告全文 occupancy rate of Tellus Life Experience Hall increased from less than 70% at the beginning of the year to 98% by the end of the year. The commercial operations of other old property resources also achieved good results. (4) The automotive aftermarket business of Huari Company wend ahead steadily. In the context of the continuous decline in sales volume of traditional vehicles, it still maintained a good sales volume of new vehicles, and sought breakthroughs in the aftermarket business by expanding new energy vehicle maintenance services. (5) Continuously optimized management to build a team of fighters having the same resonance. The supporting role of corporate culture was strongly demonstrated, 7 conventions of the company’s first batch of fighters have been screened out by soliciting employees' opinions, which fully reflected that the cultural concept is rooted in the grassroots and extracted from the business. The company held 3 strategy seminars throughout the year to draw a strategic blueprint and unify thinking and pacing. Focused on the management improvement, improved the incentive mechanism, and accelerated the construction of a “flying-geese pattern” for talent development. (6) Promoted informatization construction in an orderly and effective manner. According to business needs, the company actively promoted the informatization construction phase II of Shenzhen Jewelry. Completed the upgrade of the OA system, covered the application to the subordinate enterprises, optimized the system structure and improved the process efficiency. (7) Adhered to the leadership of party building and brought together development forces. Give full play to the role of the party committee in “controlling the direction, managing the overall situation, and promoting the implementation”, the party committee held 58 meetings throughout the year and reviewed 285 topics; solidly carried out the study and education of the party’s history, organized 17 “I do practical things for the masses” activities. (8) Made unremitting efforts in safety production, and there was no accident. Kept tightening the pandemic prevention and control, and there was no new infection. Opened up the “last mile” of safety production through the implementation of detailed systems and the compaction of responsibilities, combined safety production work with production and operation, earnestly implemented the “one post with two responsibilities” of the front-line staff, organized 37 internal trainings for safety production throughout the year, invested more than 2 million yuan in the renovation of safety production equipment and facilities, and rectified more than 900 hidden dangers. During the reporting period, the Company made a total of 176.12 million yuan in profit, 99.41 million yuan up compared to 76.70 million yuan in the same period of previous year; the net profit attributable to parent company has 131.02 million yuan, an increase of 73.36 million yuan compared to 57.66 million yuan in the same period of previous year; the year-on-year increase was mainly including, firstly, property leasing has major impact from the epidemic in the same period last year, and secondly, disposal on Dongfeng Company’s equity made a larger contribution to the total profit this year. 15 深圳市特力(集团)股份有限公司 2021 年年度报告全文 2. Revenue and cost (1) Constitute of operation revenue In RMB 2021 2020 y-o-y changes Ratio (%) in Ratio (%) in Amount Amount (+,-) operation revenue operation revenue Total operation 508,520,026.18 100% 424,419,203.34 100% 19.82% revenue According to industries Auto sales 194,373,092.47 38.22% 204,928,883.35 48.28% -5.15% Auto inspection and maintenance 49,668,740.60 9.77% 43,351,689.36 10.21% 14.57% and accessories sales Property rental and 205,073,101.95 40.33% 141,283,172.60 33.29% 45.15% service Jewelry wholesale 59,405,091.16 11.68% 34,855,458.03 8.21% 70.43% and retails According to products Auto sales 194,373,092.47 38.22% 204,928,883.35 48.28% -5.15% Auto inspection and maintenance 49,668,740.60 9.77% 43,351,689.36 10.21% 14.57% and accessories sales Property rental and 205,073,101.95 40.33% 141,283,172.60 33.29% 45.15% service Jewelry wholesale 59,405,091.16 11.68% 34,855,458.03 8.21% 70.43% and retails According to region Shenzhen 508,520,026.18 100.00% 407,455,899.14 96.00% 24.80% Sichuan 16,963,304.20 4.00% -100.00% According to sales model Direct sales 508,520,026.18 100.00% 424,419,203.34 100.00% 19.82% 16 深圳市特力(集团)股份有限公司 2021 年年度报告全文 (2) The industries, products, regions or sales model accounting for over 10% of the Company’s operating revenue or operating profit √Applicable □ Not applicable In RMB Increase/decrea Increase/decrea Increase/decrea Operating Gross profit se of gross Operating cost se of operating se of operating revenue ratio profit ratio revenue y-o-y cost y-o-y y-o-y According to industries Auto sales 194,373,092.47 184,509,794.34 5.07% -5.15% -3.74% -1.39% Auto inspection and maintenance 48,568,032.68 38,760,088.93 20.19% 15.88% 19.18% -2.22% and accessories sales Property rental 196,537,676.90 71,382,659.79 63.68% 46.01% 23.95% 6.46% and service Jewelry wholesale and 59,404,147.76 55,776,535.88 6.11% 70.43% 60.47% 5.83% retails According to products Auto sales 194,373,092.47 184,509,794.34 5.07% -5.15% -3.74% -1.39% Auto inspection and maintenance 48,568,032.68 38,760,088.93 20.19% 15.88% 19.18% -2.22% and accessories sales Property rental 196,537,676.90 71,382,659.79 63.68% 46.01% 23.95% 6.46% and service Jewelry wholesale and 59,404,147.76 55,776,535.88 6.11% 70.43% 60.47% 5.83% retails According to region Shenzhen 498,882,949.81 350,429,078.94 29.76% 24.93% 16.60% 5.02% Sichuan -100.00% -100.00% -5.62% According to sales model Direct sales 498,882,949.81 350,429,078.94 29.76% 19.84% 10.70% 5.80% Under circumstances of adjustment in reporting period for statistic scope of main business data, adjusted main business based on 17 深圳市特力(集团)股份有限公司 2021 年年度报告全文 latest one year’s scope of period-end □ Applicable √ Not applicable (3) Income from physical sales larger than income from labors √ Yes □ No Y-o-y changes Industries Item Unit 2021 2020 (+,-) Sales volume Set 1,071 1,177 -9.01% Auto sales Storage Set 110 122 -9.84% Reasons for y-o-y relevant data with over 30% changes □ Applicable √ Not applicable (4) Performance of the material sales contract and major procurement contracts that signed by the Company up to the reporting period □ Applicable √Not applicable (5) Constitute of operation cost Classification of industries and products In RMB 2021 2020 Y-o-y changes Industries Item Ratio (%) in Ratio (%) in Amount Amount (+,-) operation cost operation cost Auto sales Automobile 184,509,794.34 52.28% 191,680,818.07 60.04% -3.74% Auto inspection and Accessory, maintenance 39,971,148.37 11.33% 34,227,425.76 10.72% 16.78% maintenance and accessories sales Lease, property Property rental management 72,672,237.22 20.59% 58,595,796.21 18.35% 24.02% and service and other Jewelry Retail and wholesale and wholesale of 55,776,535.88 15.80% 34,757,161.55 10.89% 60.47% retails jewelry In RMB Products Item 2021 2020 Y-o-y changes 18 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Ratio (%) in Ratio (%) in (+,-) Amount Amount operation cost operation cost Auto sales Automobile 184,509,794.34 52.28% 191,680,818.07 60.04% -3.74% Auto inspection and Accessory, maintenance 39,971,148.37 11.33% 34,227,425.76 10.72% 16.78% maintenance and accessories sales Lease, property Property rental management 72,672,237.22 20.59% 58,595,796.21 18.35% 24.02% and service and other Jewelry Retail and wholesale and wholesale of 55,776,535.88 15.80% 34,757,161.55 10.89% 60.47% retails jewelry (6) Whether the changes in the scope of consolidation in Reporting Period √Yes □ No 1.New subsidiary established in the Period Name Established Fund contribution Funded ratio(%) (Yuan) Shanghai Fanyue Diamond Co., Ltd. In June 2021 1,000,000.00 100 2.Subsidiary liquidated in the Period Name Liquidation Sichuan Tellus Jewelry Tech. Co., Ltd. In August 2021 Anhui Tellus Starlight Jewelry Investment Co., Ltd. In March 2021 Anhui Tellus Starlight Jinzun Jewelry Co., Ltd. In January 2021 (7) Major changes or adjustment in business, product or service of the Company in Reporting Period □ Applicable √ Not applicable (8) Major sales and main suppliers Major sales client of the Company Total top five clients in sales (Yuan) 77,954,118.89 Proportion in total annual sales volume for top five 15.33% clients 19 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Ratio of the sales from related parties in total annual 0.00% sales among the top five clients Information of top five clients of the Company Serial Name Sales (Yuan) Proportion in total annual sales 1 Client 1 29,242,478.00 5.75% 2 Client 2 22,086,017.68 4.34% 3 Client 3 9,137,885.13 1.80% 4 Client 4 8,908,897.47 1.75% 5 Client 5 8,578,840.61 1.69% Total -- 77,954,118.89 15.33% Other situation of main clients □ Applicable √ Not applicable Main suppliers of the Company Total purchase amount from top five suppliers (Yuan) 245,777,853.97 Proportion in total annual purchase amount for top five 69.64% suppliers Ratio of the purchase from related parties in total 2.04% annual purchase among the top five suppliers Information of top five suppliers of the Company Serial Suppliers Procurement (Yuan) Proportion in total annual procurement 1 Supplier 1 163,860,138.13 46.43% 2 Supplier 2 25,080,000.00 7.11% 3 Supplier 3 21,349,048.59 6.05% 4 Supplier 4 28,297,345.14 8.02% 5 Supplier 5 7,191,322.11 2.04% Total -- 245,777,853.97 69.64% Other notes of main suppliers of the Company □ Applicable √ Not applicable 3. Expenses In RMB 2021 2020 Increase/decreas Note of major changes 20 深圳市特力(集团)股份有限公司 2021 年年度报告全文 e y-o-y (+,-) Increased 8 months of costs on a y-o-y basis due to the establishment of subsidiary Shenzhen Jewelry Sales expense 27,178,175.03 17,715,132.43 53.42% Company in August 2020; there was a reduction of society security at the same period of the previous year due to epidemic There was a reduction of society Management expense 47,151,316.69 39,984,244.07 17.92% security at the same period of the previous year due to epidemic Increased in the interest income in Financial expense -4,270,881.74 -3,305,883.68 -29.19% the year 4. R&D investment □ Applicable √ Not applicable 5. Cash flow In RMB Item 2021 2020 Y-o-y changes (+,-) Subtotal of cash in-flow from 593,319,656.80 580,706,758.00 2.17% operation activity Subtotal of cash out-flow from 466,707,921.90 471,601,455.12 -1.04% operation activity Net cash flow arising from 126,611,734.90 109,105,302.88 16.05% operating activities Subtotal of cash in-flow from 1,589,951,156.88 1,465,610,805.84 8.48% investment activity Subtotal of cash out-flow from 1,720,644,122.34 1,763,400,388.10 -2.24% investment activity Net cash flow arising from -130,692,965.46 -297,789,582.26 -56.11% investment activity Subtotal of cash in-flow from 75,601,270.39 42,971,759.33 75.93% financing activity Subtotal of cash out-flow from 68,563,307.20 46,625,829.24 financing activity 47.05% Net cash flow arising from 7,037,963.19 -3,654,069.91 -292.61% financing activity 21 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Net increased amount of cash and 3,192,929.23 -192,205,601.18 -101.66% cash equivalent Main reasons for y-o-y major changes in aspect of relevant data √Applicable □Not applicable Y-o-y Note Item 2021 2020 change s (+,-) Net cash flow arising from -56.1 -130,692, -297,789, Mainly due to the carrying forward of transfer of the investment activity 1% 965.46 582.26 equity in Dongfeng Subtotal of cash in-flow from 75.93 New long-term borrowings from Tellus Jinzuan Trading 75,601,27 42,971,75 financing activity % Building increased 0.39 9.33 Subtotal of cash out-flow from 47.05 68,563,30 46,625,82 Minority shareholders’ investment are return due to the financing activity % 7.20 9.24 written-off of Sichuan Company Net cash flow arising from -292. New long-term borrowings from Tellus Jinzuan Trading 7,037,963. -3,654,06 financing activity 61% Building increased 19 9.91 Net increased amount of cash -101. 3,192,929. -192,205, Mainly due to the equity transfer of Dongfeng and and cash equivalent 66% 23 601.18 increase of long-term borrowing Explanation of the reasons for significant difference between the net cash flow from operating activities and the net profit of the year during the reporting period □Applicable √Not applicable V. Analysis of the non-main business √Applicable □ Not applicable In RMB Ratio in total Whether be Amount Causes and explanation profit sustainable(Y/N) Income from equity disposal and financial management, and the Investment income 93,780,306.77 53.25% investment income recognized by N participating enterprise on equity method Gain/loss of fair 663,932.88 0.38% Change of the fair value on outstanding N 22 深圳市特力(集团)股份有限公司 2021 年年度报告全文 value changes financial products Assets impairment -774,478.41 -0.44% Impairment loss on vehicles in stock N Non-operation Forfeiture of lease deposits and civil 768,055.65 0.44% N revenue damages received, etc. Loss on retirement of non-current Non-operation 37,503.15 0.02% assets and liquidated damages N expenditure expenses VI. Assets and liability 1. Major changes of assets composition In RMB Year-end of 2021 Year-begin of 2021 Ratio Notes of Ratio(%) in total Ratio (%) in changes major Amount Amount assets total assets (+,-) changes Monetary fund 240,582,057.16 12.94% 237,625,698.93 13.91% -0.97% - Account 18,094,059.92 0.97% 19,828,510.36 1.16% -0.19% - receivable Inventory 25,434,925.04 1.37% 22,079,679.93 1.29% 0.08% - Investment 551,383,294.54 29.65% 568,246,616.13 33.26% -3.61% - real estate Long-term equity 88,310,867.47 4.75% 123,640,955.57 7.24% -2.49% - investment Fix assets 109,438,198.23 5.88% 119,136,917.91 6.97% -1.09% - Construction in 210,197,546.72 11.30% 101,740,485.48 5.96% 5.34% - process Right-of-use 7,336,915.83 0.39% 0.39% - assets Contract 21,059,311.18 1.13% 18,988,628.13 1.11% 0.02% - liability Long-term 86,875,874.39 4.67% 11,171,759.33 0.65% 4.02% - loans Lease liability 4,474,543.09 0.24% 0.24% - Foreign assets account for a relatively high proportion □Applicable √Not applicable 23 深圳市特力(集团)股份有限公司 2021 年年度报告全文 2. Assets and liability measured by fair value √Applicable □Not applicable In RMB Accumulat Impair Gains/losses ive ment Oth Amount of Amount of Opening of change of changes of accrua er Ending Items purchase in the sale in the amount fair value in fair value l in chan amount period period the period reckoned the ges into equity period Financial assets 1. Trading financial assets 314,013,869.8 1,582,280,000. 1,484,500,000. 412,712,843. (excluding 918,973.98 6 00 00 84 derivative financial assets) 314,013,869.8 1,582,280,000. 1,484,500,000. 412,712,843. Above total 918,973.98 6 00 00 84 Financial 0.00 0.00 0.00 0.00 0.00 liabilities Whether there have major changes on measurement attributes for main assets of the Company in report period or not □ Yes √No 3. Right of the assets restrained as of the period-end Found more in Auditing Report 2021 released on Juchao Website on the same date: V. “51-Assets subject to restrictions on ownership or use” carry in the annotation of financial statement VII. Investment Analysis 1. Overall situation √Applicable □Not applicable Investment amount at same period of last Investment amount in the period (Yuan) Changes (+,-) year (Yuan) 141,744,792.01 134,347,000.00 5.51% 24 深圳市特力(集团)股份有限公司 2021 年年度报告全文 2. The major equity investment obtained in the reporting period √Applicable □Not applicable In RMB Date Inde Statu of x of Name Wh Meth P s as Exp discl discl of Prin Amo Capi Term Current ethe od of Share ar of the ecte osur osur invest cipal unt of tal of Type of investme r inves holdi tn balan d ed busi invest sour invest products nt profit litig e (if e (if tmen ng er ce retur compa ness ment ces ment and loss atio appli appli t s sheet n ny n cabl cabl date e e ) ) Shang Sales of hai diamond Fanyu Jew New No s, 1,000 Own N Com e elry estab 100.0 fixed jewelry -240,741. ,000. fund / plete 0.00 N Diamo busi lishe 0% deadli and 66 00 s A d nd ness d ne import & Co., export of Ltd. goods 1,000 -240,741. Total -- -- ,000. -- -- -- -- -- -- 0.00 -- -- -- 66 00 3. The major non-equity investment doing in the reporting period □ Applicable √ Not applicable 4. Financial assets investment (1) Securities investment □ Applicable √ Not applicable The Company has no securities investment during the reporting period (2) Derivative investment □ Applicable √ Not applicable The Company has no derivative investment during the reporting period 25 深圳市特力(集团)股份有限公司 2021 年年度报告全文 5. Application of raised proceeds □ Applicable √ Not applicable The Company has no application of raised proceeds during the reporting period VIII. Sales of major assets and equity 1. Sales of major assets □Applicable √Not applicable The Company has no major assets sold during the reporting period 2. Sales of major equity √Applicable □Not applicable Net Whether profit Ratio the contrib of the impleme uted net ntation is by the profit Wh on equity contri eth Affil Wheth schedule, to the buted er it iatio er the and Tradin listed Impac to the is a n equity explain Dat g price compa Pricin Index Cou Selli t on listed rela with involv the e of Equity (10 ny g of nter ng the comp ted the ed has reasons disc sold thousa from princi disclosu party day comp any tran coun been and losu nd period- ple re any from sact ter fully measure re yuan) begin equity ion part transfe taken by to the sales (Y/ y rred the date of to the N) Compan sales total y for not (10 net impleme thousa profit nted as nd planned yuan) Hans 25% Impac Found Indu equity t of Impleme more in 2021 Mark 202 stry of 10,499 the 37.58 nted as “Notice -09- 0 et N N/A Y 1-10 Inve Shenzh .05 projec % schedule on 26 price -16 stme en t on d Progres nt Dongfe total s of 26 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Co., ng profit Disposa Ltd. Motor of the l of Co., Comp 25% Ltd. any Equity was in appro Shenzh ximat en ely Dongfe 66.17 ng millio Motor n Co., yuan Ltd.” (Notice No.: 2021-0 45) released on Securiti es Times, Hong Kong Comme rcial Daily and Juchao Website (www.c ninfo.co m.cn) IX. Analysis of main holding Company and stock-jointly companies √Applicable □Not applicable Particular about main subsidiaries and stock-jointly companies net profit over 10% In RMB Company Typ Main Register Operating Operating Total assets Net assets Net profit name e business capital revenue profit Shenzhen Sub Sales of 58.96 sidi 469,156,780. 399,589,039. 36,034,018.0 87,485,071.74 61,966,279.3 Auto ary auto and million 27 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Industry accessorie yuan 78 12 5 5 and Trade s Corporatio n Auto maintenan Shenzhen ce and SDG Huari Sub productio 82,337,832.3 31,501,995.3 39,729,074.8 Auto sidi $ 5 million 5,405,825.85 3,964,557.97 n and 6 7 1 Enterprise ary sales of Co., Ltd. accessorie s Shenzhen Sub 366.2219 Zhongtian Property 649,982,920. 456,301,971. 99,043,645.7 38,425,192.9 sidi million 50,517,425.98 Industrial rental 75 03 1 3 ary yuan Co,. Ltd. Shenzhen Huari Sub Toyota 2 million 90,295,930.4 11,184,426.2 245,772,043. sidi Auto sales 1,623,189.55 914,408.79 Auto sales yuan 5 7 22 ary Service Co., Ltd. Shenzhen Xinyongto ng Sub 19.61 Property 17,772,462.8 11,439,984.7 Automobil sidi million 7,054,168.59 2,859,091.89 2,652,289.26 rental 2 4 e Testing ary yuan Equipment Co., Ltd. Shenzhen Tellus Xinyongto Sub 32.9 ng Property 94,129,713.5 73,621,338.3 13,920,281.7 sidi million 7,651,191.50 5,744,189.28 Automobil rental 1 5 7 ary yuan e Developme nt Co., Ltd. Shenzhen Tellus Sub 14 Property 18,808,436.3 15,333,132.7 Chuangyin sidi million 5,067,924.31 2,826,362.89 2,531,629.41 rental 7 3 g ary yuan Technolog 28 深圳市特力(集团)股份有限公司 2021 年年度报告全文 y Co., Ltd. Purchase, sales and leasing of gold Shenzhen jewelry Tellus and Baoku Sub precious 50 49,555,807.5 46,842,194.8 51,555,888.9 -1,871,707.9 Supply sidi million -1,871,658.06 metal yuan 0 8 9 7 Chain ary products, Tech. Co., coffer Ltd. lease and warehousi ng services Jewellery fair planning, jewellery Shenzhen on Jewelry Sub consignm 100 32,767,527.2 -6,835,081.7 ent, Industry sidi million 5,312,125.43 7,229,742.64 -6,829,081.77 exhibition 6 5 yuan Service ary planning, conferenc Co., LTD e services and marketing planning Join Shenzhen t Car sales Zung Fu stoc 30 and 168,505,369. 78,194,012.4 1,196,335,56 26,521,546.6 Tellus Auto k million 28,089,762.03 maintenan 34 1 5.98 1 Service Co yuan ce Co., Ltd. mpa ny Investmen Shenzhen Join t in t Tellus industry, 123.70496 stoc 412,219,228. 94,981,481.5 94,989,415.3 19,647,999.3 Gman k property million 28,357,306.11 Co 87 6 0 6 Investment managem yuan mpa Co., Ltd. ny ent and leasing Particular about subsidiaries obtained or disposed in report period √Applicable □Not applicable Name Way to obtained and dispose in the Impact on overall operation and 29 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Period performance An important part of the jewelry third party operation service strategy of the Company, the Shanghai Fanyue is in Shanghai Fanyue Diamond Co., Ltd. Newly established progress of construction in 2021 and with net profit of -240,000 yuan for 2021. X. Structured vehicle controlled by the Company □ Applicable √Not applicable XI. Future development prospects 1. Development strategy During the 14th Five-Year Plan period, the company will be based on the new development stage, center on the strategic ideas of “adhering to the comprehensive value crossing the economic cycle, using services to enhance the value chain, seeking capital assignment, and deeply cultivating the development pattern of the third party of jewelry”, coordinate and promote the work throughout the year, concentrate superior resources, dynamically adjust the focus of main business, and strive to create new highs in quality and efficiency. Since the company formulated the strategic plan to transform into a third-party comprehensive operation service provider in the jewelry industry in 2014, it has been unswervingly promoting strategic transformation and project implementation in accordance with the established strategy. After years of exploration and attempts, substantial results have been achieved. In the future, the company will continue to go deep into the third-party service platform for jewelry, deepen the expansion of the third-party services for jewelry, promote industrial upgrading, improve production capacity and efficiency, and strive to become the most influential third-party comprehensive service provider in the domestic jewelry and jade industry. Closely focus on the decomposition and implementation of the annual goals of the “14th Five-Year” strategic plan, and make overall plans for various tasks from four perspectives, i.e. long-term perspective, implementation, operability, and actual results, and lead high-quality & healthy development with high-quality business plans. 2. Business plan for 2022 In 2022, the company will continue to deepen the expansion of third-party services for jewelry, fulfill the Tellus spirit of “fairness, diligence, hard work, and reality”, and promote the formation of a team of fighters that work together and have the same resonance. (1) Strengthen the empowerment of party building and draw concentric circles for development Fully implement the requirements of party building work in the new era. Reinforce theories, and continue to do a good job in the study and education of party members as required. Promote the integrated development of party 30 深圳市特力(集团)股份有限公司 2021 年年度报告全文 building and management, create a characteristic party building of “one enterprise, one brand”, and determine a secretary project. Set up a vanguard service post for party members, and organize party members to participate in voluntary service activities and do good deeds for the people around them. (2) Third-party business of jewelry: seek breakthroughs in development, and seek practical results in innovation Improve the business management system, improve the safe and efficient operation internal control system, establish a talent training mechanism for jewelry, and actively explore innovative talent selection and training models by formulating effective key post successor and reserve talent selection plans to create a third-party high quality talent team for jewelry. Shenzhen Jewelry Company will consolidate and strengthen the existing competitive pearl categories, integrate upstream resources, and build a seawater pearl trading and distribution center facing the Asia-Pacific region; learn from the development model of competitive categories to achieve breakthroughs in the development of diamonds, colored gems and other categories; expand the service coverage and and business scope of the bonded platform, expand business promotion ideas, create special international bonded jewelry fairs of Shenzhen Jewelry, form a brand effect, and radiate the whole country. Baoku supply chain will optimize the business process of gold purchase and sale, and actively explore the supply chain business of other gold jewelry categories. The third-party ecosystem of Jewelry will continue to actively explore third-party projects of the jewelry that can give full play to its own advantages. (3) Commercial operation management business Tellus Gold Diamond Trading Building: In terms of engineering construction, work hard, speed up and strive for excellence, fulfill the completion acceptance ahead of schedule, and strive to meet the conditions for commercial tenants to enter for decoration before the end of the year. In terms of investment promotion and operation: link various projects to strengthen the publicity and promotion efforts, strengthen the team management for investment promotion, focus on target customer groups, and take multiple measures to complete the decoration, procurement, investment promotion and other preparations for the opening of Tellus Gold Diamond Trading Building with high quality. Tellus Jewelry Building will provide sincere services and carry out characteristic operation, adhere to the purpose of serving customers wholeheartedly, innovate the operation service concept, improve the supporting facilities and equipment of the Building, coordinate the integration and promotion of “Shenzhen Jewelry”, “Baoku” and “entrepreneurship and innovation” projects, and build a procurement platform of “one-stop” supporting services. 31 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Tellus Life Experience Hall will strive to reach a new high in the investment attraction rate, continue to improve the quality and service of the experience hall through digital, intelligent and refined management, and create a more comfortable shopping environment. Traditional property will pay close attention to the implementation of various tasks, strengthen the planning, investment promotion, packaging and market positioning of the property, accelerate the quality improvement, increase the added value of property, and maximize the overall level of property operating income. (4) Automotive aftermarket business In terms of automobile sales, the company will implement a systematic brand promotion plan, improve the quality of marketing activities, pay close attention to the flow of customers in stores, and attract more customers. In terms of maintenance services, the company will improve customer retention and customer retention rates, and the annual visiting frequency and annual output value of each customer. In terms of testing services, the company will develop its own basic customers, reform the existing business methods, and introduce testing reception consultants. (5) Improve the talent echelon construction system and comprehensively enhance the quality of talent training Attract talents by optimizing the recruitment channels and evaluating the entry and leaving situation. Improve the rank promotion system and intensify the training of reserve talents and successors. Explore new models of modern human resources management, optimize and improve management efficiency, and stimulate organizational vitality. (6) Strictly implement and keep unremitting efforts to do a good job in pandemic prevention and control Pay close attention to the prevention and control of the pandemic and ensure all measures are put in place. Timely and efficiently complete the information reporting of pandemic prevention and control, and ensure that employees conduct nucleic acid testing in a timely manner. Strengthen responsibilities, prearrange planning for pandemic prevention and control, and carry out work in a forward-looking manner based on actual conditions. (7) Do a good job in safety management, eliminate potential safety hazards, and ensure zero safety problems Implement the responsibility of security principal, and organize the signing of the company's safety responsibility agreement. Improve the compilation of safety production management systems, innovate safety management work, and complete the pilot project of special checklists in Buxin area. Carry out safety publicity training and emergency drills, and investigate and rectify potential safety hazards. (8) Continue to promote management improvement and innovation and optimization 32 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Firmly adhere to the management improvement strategy of “horizontal benchmarking, identifying gaps; vertical benchmarking, surpassing ourselves”, keep up with the first class, strive to catch up, challenging oneself, and continuously upgrade from the aspects of operation, organization, finance, informatization and human resources. Create a work style that advocates innovation, establish and improve the innovation incentive and fault tolerance mechanism, build a platform for sharing and promoting innovation achievements, and build an internal driving force for enterprise development. 3. Possible risks and countermeasures In the process of strategy implementation and project operation, we will objectively and clearly recognize the possible risks, and take active and effective measures to prevent them. (1)Risk 1: Risk from market volatility Affected by international situation, epidemic in and out of China and other factors, domestic economic growth is slowing down, the pressure of industrial restructure is increasing; outbreaks of COVID-19 recurs from time to time, causing a significant impact on the economic development, the overall economic environment brings uncertain impact on the Company’s operation. Countermeasures: in response to this risk, the company will actively take various preventive measures. Firstly, continue to strengthen management, improve efficiency through scientific management, tap the potential to increase revenue, and comprehensively improve the profitability of the original business; secondly, firmly promote the pace of strategic transformation, driving the transformation through innovative business models; exploit the incremental markets, expanding business scale and finding new profit growth points, and continuously enhance the market influence of the Company, providing a favorable foundation for the long-term stable development of the Company. (2) Risk 2: Lack of talents restricts the transformation and development of enterprises During the period of enterprise transformation and development, with the rapid expansion of new business scale, enterprises have an increasing demand for all kinds of talents, whether technical or management talents. However, the existing talent team is gradually unable to meet the requirements of development. Countermeasures: formulate “top-down” talent training goals, and establish “bottom-up” talent training plans. With the help of professional human resources consultants, formulate talent training and introduction plans in combination with the third-party strategy of jewelry and the talent training cycle, so that the talent training plan and the enterprise development strategy are “in harmony”. Establish unselfish, diligent and truth-seeking work style, improve cohesion and execution, and ensure the stability of enterprise transformation. XII. Reception of research, communication and interview during the reporting period √Applicable □ Not applicable 33 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Basic Reception Main contents of the discussion situation Time Location Way Type target and information provided index of investigation The Individu Consulting the earnings forecast Not 2021-01-06 Telephoning Investor Company al of the Company applicable The Individu Consulting operation of the Not 2021-01-07 Telephoning Investor Company al Company applicable The Individu Consulting the earnings forecast Not 2021-01-08 Telephoning Investor Company al of the Company applicable The Individu Consulting operation of the Not 2021-01-15 Telephoning Investor Company al Company applicable The Individu Consulting operation of the Not 2021-01-21 Telephoning Investor Company al Company applicable The Individu Consulting share reduction of the Not 2021-02-23 Telephoning Investor Company al shareholders applicable The Individu Consulting operation of the Not 2021-03-03 Telephoning Investor Company al Company and share price applicable The Individu Consulting main business of the Not 2021-03-11 Telephoning Investor Company al Company applicable The Individu Consulting the disclosure schedule Not 2021-03-25 Telephoning Investor Company al for annual report applicable The Individu Consulting operation of the Not 2021-04-08 Telephoning Investor Company al Company applicable The Individu Consulting future development Not 2021-04-13 Telephoning Investor Company al plan of the Company applicable The Individu Consulting number of the Not 2021-04-19 Telephoning Investor Company al shareholders applicable The Individu Consulting automotive business of Not 2021-04-28 Telephoning Investor Company al the Company applicable The Individu Consulting dividend distribution Not 2021-05-11 Telephoning Investor Company al of the Company applicable The Individu Consulting stock price of the Not 2021-05-18 Telephoning Investor Company al Company applicable The Individu Consulting future development Not 2021-05-26 Telephoning Investor Company al plan of the Company applicable Consulting the liability insurance The Individu Not 2021-05-28 Telephoning Investor purchase by the Company for Company al applicable directors, supervisors and senior 34 深圳市特力(集团)股份有限公司 2021 年年度报告全文 executives The Individu Consulting operation of the Not 2021-06-17 Telephoning Investor Company al Company applicable The Individu Consulting the earnings forecast Not 2021-06-28 Telephoning Investor Company al for semi-annual applicable The Individu Consulting operation of the Not 2021-07-02 Telephoning Investor Company al Company for first half of the year applicable The Individu Consulting the earnings forecast Not 2021-07-08 Telephoning Investor Company al for semi-annual applicable The Individu Consulting the earnings forecast Not 2021-07-09 Telephoning Investor Company al for semi-annual applicable The Individu Consulting business of the Not 2021-07-26 Telephoning Investor Company al Company and stock price applicable The Individu Consulting business of the Not 2021-08-03 Telephoning Investor Company al Company applicable The Individu Consulting business of the Not 2021-08-26 Telephoning Investor Company al Company applicable Consulting the liability insurance The Individu purchase by the Company for Not 2021-08-31 Telephoning Investor Company al directors, supervisors and senior applicable executives The Individu Consulting business of the Not 2021-09-01 Telephoning Investor Company al Company applicable Consulting whether the Company The Individu Not 2021-09-16 Telephoning Investor is interested in mergers & Company al applicable acquisitions The Individu Consulting the performance Not 2021-09-24 Telephoning Investor Company al results of Q3 applicable The Individu Consulting share reduction of the Not 2021-10-13 Telephoning Investor Company al shareholders applicable The Individu Consulting operation of the Not 2021-10-27 Telephoning Investor Company al Company applicable The Individu Consulting business of the Not 2021-11-10 Telephoning Investor Company al Company applicable The Individu Consulting future planning of the Not 2021-11-23 Telephoning Investor Company al Company applicable The Individu Consulting numbers of the Not 2021-12-08 Telephoning Investor Company al shareholders applicable 2021-12-23 The Telephoning Individu Investor Consulting operation of the Not 35 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Company al Company applicable The Individu Consulting the performance Not 2021-12-29 Telephoning Investor Company al results of Q4 applicable 36 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Section IV. Corporate Governance I. Corporate governance of the Company During the reporting period, the Company strictly follow the relevant provisions of the Company Law, Securities Law, Rules Governing the Listing of Stock on Shenzhen Stock Exchange, Guidelines for Standardized Operation of Listed Companies of Shenzhen Stock Exchange and other relevant laws and regulations, continuously improve the corporate governance structure of the Company and perfected the internal control system. During the reporting period, the Company operates standardized with strong independence and normal regulation in information disclosure, actual governance of the Company meets the requirements of the normative documents on the governance of listed companies. Main aspects of the corporate governance are as follows: 1. Shareholders and Shareholders General Meeting Convening and holding procedures of the shareholders general meeting, deliberation procedures and decision-making process are in compliance with the relevant regulations and requirements of Company Laws, Article of Association and Rules of Procedures of Shareholders General Meeting. To convene and hold the shareholders general meeting can treat all shareholders fairly, in particular, to ensure that small and medium-sized shareholders have equal rights according to the shares they hold. The Company seriously performing the Management of Internet Voting at Shareholders General Meeting to ensure that all shareholders have the rights to participate and vote in decision-making matters and fully exercise their rights. Lawyers were present at all shareholders’ general meeting to effectively safeguard the legitimate rights and interest of the listed company and all shareholders. The Company also communicate with small and medium-sized shareholders through interactive easy, the investor relations section on the official website and telephoning, guarantee a smooth and fair information exchange with the small and medium-sized shareholders and fully listen to the appeals and suggestions from small and medium-sized shareholders. BOD convened and held the AGM of 2020 and one extraordinary shareholders’ general meeting during the reporting period. And exercise their authority to forming the effective resolutions, in accordance with the laws and regulations, Article of Associations and Rules of Procedure of the Shareholders’ General Meeting . 2. Directors and Board of Directors (BOD) During the reporting period, there were 9 members in the BOD, including 3 independent directors. Number of the BOD and structure of the personnel comply with the requirements of relevant laws and regulations and Article of Association. Under the Board of Directors, there are 3 specialized committees including strategy committee, auditing committee and remuneration and appraisal committee. Each specialized committee strictly complies with the provision of relevant mechanisms and perform their responsibilities, which effectively strengthened the standardized operation of the work of BOD and provided a professional advice and reference for the 37 深圳市特力(集团)股份有限公司 2021 年年度报告全文 decision-making from the Board. During the reporting period, under the laws and regulations, the Article of Association, Rules of Procedure of the BOD and rules of procedures for specialized committees, 10 meetings of the Board and 4 meetings of the specialized committees were held. Convening and holding procedures of the meetings, deliberation procedures and decision-making process are in compliance with relevant provisions; directors are able to attend the Meeting of the Board in a serious and responsible manner, actively participate in relevant training, familiarize relevant laws and regulations and understand their rights, obligations and responsibilities as directors; members of the Board have a reasonable professional knowledge structure, and are able to perform duties diligently to safeguard the overall interest of the Company; the independent directors expressed their prior approval and independent opinions on relevant matters in a fair and diligent manner to enhance the scientific and impartial decision-making of the Board. 3.Supervisors and Board of Supervisors (BOS) During the reporting period, BOS of the Company consisted of 5 supervisors, including 2 employee representative, the number of the BOS and structure of the personnel comply with the requirements of relevant laws and regulations and Article of Association. Under the laws and regulations, the Article of Association, Rules of Procedure of the BOS, 5 meetings of the BOS were held during the reporting period. BOS supervise the operation conditions, financial status as well we the legal compliance of the directors and senior executives in performing their duties, and safeguard the legitimate rights and interest of the Company and its shareholders. 4.Information disclosure and investor relations management Strictly according to the requirement of Management Mechanism of the Information Disclosure, the Company designate secretary of the board to be responsible for the information disclosure and receiving visits and inquiries from the shareholders. And disclose relevant information truthfully, accurately, completely and timely in serious compliance with relevant regulations to ensure that all shareholders have the equal access to information. 5. Relationship between the controlling shareholder and listed company The controlling shareholders exercise right of capital contributors through shareholders’ general meeting according to the laws, they are not interfere in any other way, directly or indirectly, with the decision-making and operation activities of the Company, and no appropriation of funds from listed companies occurred; the Company and controlling shareholders have “5 separations” in terms of assets, finance, personnel, organization and business; BOD, BOS and internal management bodies are able to operate independently and ensuring that major decisions are made in accordance with standardized procedures. There are no routine related transactions occurred between the Company and controlling shareholders, which is detrimental to the interest of the Company and other shareholders. 6. Performance evaluation and incentive restraint mechanism 38 深圳市特力(集团)股份有限公司 2021 年年度报告全文 The open and transparent performance evaluation criteria and incentive restraint mechanism for directors, supervisors and senior executives are gradually establish and improves by the Company. The appointment of senior executives is open and transparent, and in compliance with laws and regulations. 7. Stakeholders While pursuing the economic benefits and safeguarding the interest of the shareholders, the Company is able to fully respecting and safeguarding the legitimate rights and interest of the stakeholders, and communicate & cooperate with them effectively. The Company lay emphasis on the protection of employee rights, and give strong backing to exercise authority according to the law by the employees congress and labor union. During the reporting period, the Company cultivated talents and think highly of the social responsibility, pay close attention to the social and public welfare undertakings as well-being, environmental protection and volunteer services, while achieving economic benefits, the Company also earns a good social benefits. As of the end of the reporting period, actual corporate governance of the Company complies with the requirements of normative documents with corporate governance of listed companies concerned issued by CSRC. Whether there are significant differences between the actual state of corporate governance and laws, administrative regulations and the provision with governance concerned for listed companies issued by CSRC □Yes √ No There are no significant differences between the actual state of corporate governance and laws, administrative regulations and the provision with governance concerned for listed companies issued by CSRC II. Independence of the Company relative to controlling shareholder and the actual controller in ensuring the Company’s assets, personnel, finance, institution and businesses The Company has been independent from the controlling shareholders in terms of business, personnel, asset, institution and finance. The Company has independent and complete business and is able to operate independently. 1. Business: the Company belongs to independent legal person entity. Being completely independent from controlling shareholders, it has independent and complete business system and is able to operate independently. The Company owns an independent operation and service system and its major business. There is no inter-competition between the Company and its controlling shareholders and related parties. 2. Personnel: the Company establishes complete labor, human resources and salary management systems. Senior executive as GM, Deputy GM, CFO and Secretary of the Board etc. are receives remuneration from the Company during their office term, and no one takes position in the enterprises owned by shareholders. 3. Assets: The Company independently and completely owns the business system and underlying assets related to 39 深圳市特力(集团)股份有限公司 2021 年年度报告全文 the operation, and independently registers, establishes accounts, adjusts accounts and manages the assets, and the assets are independent of the controlling shareholders and other enterprises controlled by them. 4. Finance: the Company has independent financial accounting department which set independent accounting calculation system and finance management system. No controlling shareholder intervenes in the capital application of the Company. The Company opens separate bank accounts. No capital is saved in the financial Company or settlement center account controlled by substantial shareholder or other related parties; the Company does not share bank account with controlling shareholders and other enterprise under their control. And The Company pays taxes by law independently. 5. Institution: the board, the supervisory committee and other internal institutions of the Company operate independently. All the institutions of the Company are set according to the standards requirements applicable to listed Company and actual business natures of the Company. It has independent office location. III. Horizontal competition □Applicable √Not applicable IV. In the report period, the Company held annual shareholders’ general meeting and extraordinary shareholders’ general meeting 1. Annual Shareholders’ General Meeting in the report period Ratio of Session of investor Date of Type Meeting Date Resolutions meeting participat disclosure ion Found more in Resolution of the Annual General Meeting of 2020 (Notice No.: Annual General AGM 63.60% 2021-05-13 2021-05-14 2021-022) released on Securities Times, Meeting of 2020 Hong Kong Commercial Daily and Juchao Website (www.cninfo.com.cn) Found more in Resolution of the First First Extraordinary General Meeting of 2021 Extraordinary Extraordinary (Notice No.: 2021-035) released on General 62.18% 2021-09-13 2021-09-14 General Meeting Securities Times, Hong Kong Meeting of 2021 Commercial Daily and Juchao Website (www.cninfo.com.cn) 2. Request for extraordinary general meeting by preferred stockholders whose voting rights restore □Applicable √Not applicable 40 深圳市特力(集团)股份有限公司 2021 年年度报告全文 V. Directors, supervisors and senior executives 1. Basic information Number Shares Number of Other Shares held at of shares shares Worki Start dated chang held at End date of period increase decreas Name Title ng Sex Age of office es period- office term -begin d in this ed in status term (share end (share period this ) (share) ) (share) period (share) Fu Curre Chair Chunl ntly in M 49 2018-09-07 2024-09-12 0 0 0 0 0 man ong office Curre Hong Direct ntly in M 48 2021-09-13 2024-09-12 0 0 0 0 0 Wenya or office Yang Curre Direct Hongy ntly in M 44 2021-09-13 2024-09-12 0 0 0 0 or u office Direct Curre Wu or, ntly in M 51 2021-09-13 2024-09-12 0 0 0 0 0 Ruikai GM office Curre Lou Direct ntly in F 54 2018-02-09 2024-09-12 0 0 0 0 0 Hong or office Curre Lou CFO ntly in F 54 2018-01-04 2024-09-28 0 0 0 0 0 Hong office Gu Curre Direct Zhimi ntly in M 51 2018-09-07 2024-09-12 0 0 0 0 0 or ng office Indepe Hu Curre ndent Yumin ntly in M 57 2018-01-04 2024-09-12 0 0 0 0 0 directo g office r Indepe Jiang Curre ndent Dingh ntly in M 59 2018-09-07 2024-09-12 0 0 0 0 0 directo ang office r 41 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Indepe Curre Zhang ndent ntly in M 48 2018-09-07 2024-09-12 0 0 0 0 0 Dong directo office r Chair man of Guo the Curre Xiaod Superv ntly in M 58 2018-09-07 2024-09-12 0 0 0 0 0 ong isory office Comm ittee Zhang Curre Superv Baoju ntly in M 52 2021-09-13 2024-09-12 0 0 0 0 0 isor n office Zeng Curre Superv Xingy ntly in M 41 2021-09-13 2024-09-12 0 0 0 0 0 isor u office Emplo Liu Curre yee Haiche ntly in F 53 2018-09-07 2024-09-12 0 0 0 0 0 superv ng office isor Emplo Curre Zhang yee ntly in M 38 2018-09-07 2024-09-12 0 0 0 0 0 Zheng superv office isor Deput y Secret Curre Tan ary of ntly in M 54 2018-09-07 2024-09-28 0 0 0 0 0 Zhong the office Party Comm ittee Curre Xie Deput ntly in M 57 2018-10-25 2024-09-28 0 0 0 0 0 Jing y GM office Curre Qi Deput ntly in M 49 2021-09-29 2024-09-28 0 0 0 0 0 Peng y GM office Qi Secret Curre M 49 2015-12-28 2024-09-28 0 0 0 0 0 Peng ary of ntly in 42 深圳市特力(集团)股份有限公司 2021 年年度报告全文 the office Board Direct Lv Leave or, M 61 2018-09-07 2021-09-13 0 0 0 0 0 Hang office GM Feng Deput Leave M 55 2006-06-17 2021-09-29 0 0 0 0 0 Yu y GM office Direct Leave Yu Lei F 54 2012-06-06 2021-09-13 0 0 0 0 0 or office Zhang Direct Leave Quanx M 49 2015-05-20 2021-09-13 0 0 0 0 0 or office un Chen Superv Leave 2017-05-04 Yangs M 59 2021-09-13 0 0 0 0 0 isor office heng Yang Superv Leave Jianpi F 50 2018-09-07 2021-09-13 0 0 0 0 0 isor office ng Total -- -- -- -- -- -- 0 0 0 0 0 During the reporting period, whether there was any departure of directors and supervisors and dismissal of Senior Officers √ Yes □ No During the reporting period, directors, supervisors and senior executives of the Company have left the Company due to expiration of their office term. Changes of directors, supervisors and senior executives √Applicable □ Not applicable Name Title Type Date Reason Wu Ruikai Director Be elected 2021-09-13 Change the term of office Wu Ruikai GM Appointments 2021-09-13 Change the term of office Hong Wenya Director Be elected 2021-09-13 Change the term of office Yang Hongyu Director Be elected 2021-09-13 Change the term of office Zhang Baojun Supervisor Be elected 2021-09-13 Change the term of office Zeng Xingyu Supervisor Be elected 2021-09-13 Change the term of office Qi Peng Deputy GM Appointments 2021-09-29 Change the term of office Director and Leaving at the end of Change the term of office Lv Hang 2021-09-13 GM the term of office Leave office Leaving at the end of Change the term of office Feng Yu Deputy GM 2021-09-29 the term of office Leave office 43 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Leaving at the end of Change the term of office Yu Lei Director 2021-09-13 the term of office Leave office Zhang Leaving at the end of Change the term of office Director 2021-09-13 Quanxun the term of office Leave office Chen Leaving at the end of Change the term of office Supervisor 2021-09-13 Yangsheng the term of office Leave office Leaving at the end of Change the term of office Yang Jianping Supervisor 2021-09-13 the term of office Leave office 2. Post-holding Professional background, major working experience and present main responsibilities in Company of directors, supervisors and senior executive Name Main work experience and holding the post Born in 1973, Master degree, senior human resources manager. He ever took the Deputy Team Leader in Work Team of Shenzhen SDG Huatong Packaging Co., Ltd., Business Deputy General Manager /GM and deputy Fu Chunlong director/director of HR Department of Shenzhen SDG Co., Ltd., and vice President of Shenzhen Special Development Group Co., Ltd., Supervisor of Shenzhen State-owned Duty-Free Commodities (Group) Co., Ltd, and the Company. He is currently the secretary of the Party Committee and Chairman of the Board of the Company. Born in 1974, Master degree, senior accountant. He previously served as the audit manger of Shenzhen Laiyingda Group, director of finance dept. of Shenzhen Carnival Industrial Co., Ltd, the finance manager of business dept and audit manager of supervision and audit headquarters of Guoxin Securities Co., ltd, Finance manager of Shenzhen Huazhenglian Co., Ltd, deputy manager of audit department of Shenzhen Yunfa Group, CFO of Shenzhen Building Hong Wenya Science Research, deputy director of finance department of Shenzhen Capital Holdings Co., Ltd, the budget management and financial supervision of municipal state-owned enterprise-statistic and budget division of SASAC, and the deputy head of finance depart and head of compliance and risk control depart of Shenzhen Kung Peng Equity Investment Management Co., Ltd. He is currently a member of the Party Committee and CFO of Shenzhen Special Development Group Co., Ltd and Director of the Company. Born in 1978, Master degree, intermediate economist. Worked as an assistant economist in Guangdong Provincial Postal Storage and Exchange Bureau, staff and deputy director of investment department of Shenzhen Capital Holdings Co., Ltd, the vice president of corporate department and director of the office of the Board Secretary of Shenzhen Special Development Group Co., Ltd.(and a part-time secretary of the board of Shenzhen Special Yang Hongyu Development Group Co., Ltd., Chairman of Shenzhen SDG Investment Co., Ltd, Chairman of risk control committee of SDG Fuhai Equity Investment Fund Management (Shenzhen) Co., Ltd.), Director, GM and Deputy Secretary of the Party Committee of Shenzhen SDG Information Co., Ltd,and secretary of the Board of Shenzhen Special Development Group Co., Ltd. Currently he is the Director of the Company. Born in 1971, Master degree, intermediate economist and senior human resource manager. He has worked as deputy director of administrative office, director of board secretariat, and manager of Party and personnel department of Wu Ruikai Shenzhen Tellus Holding Co., Ltd., the vice president and director of corporate department II of Shenzhen Special Development Group Co., Ltd. Currently he is the Director and GM of the Company. Born in 1968, a Bachelor degree and senior account. Used to worked as staff of the financial dept. in Suzhou Silk Lou Hong Industry Company and in Shenzhen Southeast Silk Co., Ltd.; staff of the accounting & financial dept. of Shenzhen 44 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Special Economic Zone Development (Group) Company and worked in accounting management office; also worked as deputy GM of Shenzhen SDG Liancheng Real Estate Development Co., Ltd.; manager of the financial dept. of Shenzhen SDG Investment Co., Ltd.; the business manager and deputy director in accounting & financial dept. of Shenzhen SDG Group Co., Ltd.; CFO of the Shenzhen SDG Real Estate Co., Ltd. and Director and CFO of the Shenzhen SDG Xiaomeisha Investment Development Co., Ltd. Currently works as the Director and CFO of the Company. Born in 1971, senior gold investment analyst, once served as an employee of the business department of Guilin Wanya Jewellery Co., Ltd., business director of Shenzhen Chenzhixin Jewellery Co., Ltd., business director of the domestic division of Lukfook Group (International) Co., Ltd., general manager of Shenzhen Jinglon Jewellery Co., Gu Zhiming Ltd., and Chief Operating Officer of Shenzhen Xingguangda Jewellery Co., Ltd., and currently serves as the deputy general manager of Shenzhen Yuepeng Gold Jewellery & Gold Co., Ltd., Chairman and GM of Shenzhen Link Gold Tec & Co., Ltd. and a Director of the Company. Born in 1965, a doctoral candidate and accounting professor. He successively served as a teaching assistant, lecturer and vice professor of Xiamen University, associate professor of the school of management, vice director and director Hu Yuming of accounting department of Jinan University, the deputy dean of the school of international institute and school of management of the Jinan University. Now he serves as the professor and doctoral supervisor of school of management of the Jinan University and Independent Director of the Company Born in 1963, a master degree and a lawyer. He successively served as the minister of legal consultation department of Shenzhen Social Security Bureau, deputy director of Shenzhen Labor Bureau Office, director of general office of Jiang Dinghang Shenzhen SDG, GM of the Shenzhen SDG Songli Company, GM of the Shenzhen Communications Industry Co., Ltd and apprentice lawyer of Guangdong Zhong An Laws Firm. Now he serves as senior partner of Shanghai ALLBRIGHT (Shenzhen) Law Office and Independent Director of the Company. Born in 1974, a doctoral candidate, postdoctoral economics, senior Economist, senior gold investment analyst and GIA Research Gemologist. He successively served as Deputy GM of Shenzhen Qiang Zhuang Computer Tech. Co., Ltd, Deputy GM of Shenzhen Brain Age Economic and Cultural Co., Ltd, the assistant president of Hong Kong Zhang Dong Leader Culture Media Co., Ltd, GM of Shenzhen Zhong Shi Advertising Co., Ltd, GM of Heilongjiang Luk Kwai Fook Jewelry Limited and President of Luk Kwai Fook Jewelry Group. No he serves as GM of Yijixuan Jewelry (Chengdu) Co., Ltd, and Independent Director of the Company. Born in 1964, a bachelor degree and senior economist. He successively served as assistant engineer of Shuangliao Agricultural Machinery Bureau in Jilin Province, engineer of Fourth Research Laboratory of Jilin Institute of Agricultural Machinery, manager of Gaodao industrial (Shenzhen) Co., Ltd., minister of the engineering dept., deputy GM and GM of Shenzhen SDG Development Center Property Management Company, deputy GM of Guo Xiaodong Shenzhen SDG Development Center Construction Supervision Company, Director and GM of Shenzhen SDG Development Center Property Management Company, deputy GM of Shenzhen SDG Property Co., Ltd., Chairman of the Supervisory Committee of Shenzhen SD Real Estate Co., Ltd and Chairman of the Supervisory Committee of Shenzhen SDG Xiaomeisha Tourism Development Co., Ltd. Now he serves as Chairman of Supervisory Committee of the Company Born in 1970, Master degree, intermediate economist. Previously, he was the funds dispatcher, finance and accounting division of China First Automobile Group Corporation, manager of capital and finance department of Shenzhen Tianda Industrial Co., Ltd, and worked in the Hongli Office of Shenzhen Luohu Branch, China Guangda Zhang Baojun Bank and audit & supervision department of Shenzhen Special Economic Zone Development Group Corporation, the finance manager of Shenzhen SDG Real Estate Development Co., Ltd and Shenzhen SDG Property Management Co., Ltd, the business manager, deputy director and director of audit & supervision department of Shenzhen SDG 45 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Co., Ltd. Now he is the GM of audit and risk control department of Shenzhen Special Development Group Co., Ltd and Supervisor of the Company. Born in 1981, Master degree, senior economist. Previously, he was the field finance of Wenzhou C&U Group, an accounting of Han’s Laser Technology Co., Ltd, accounting supervisor, assistant business manager, business manager, assistant GM of finance department and vice president of finance department of Shenzhen Airport Zeng Xingyu (Group)Co., ltd and the CFO of Shenzhen Qianhai Yejian Technology Development Co., ltd. Now he is the vice president of accounting and finance department of Shenzhen Special Development Group Co., Ltd and Supervisor of the Company Born in 1969, Master degree, senior economist. Previously, she worked as design staff of Dongfeng Automobile Wheel Co., Ltd, technical staff of Shenzhen Dongfeng Motor Co., Ltd, the secretariat staff of Shenzhen Automobile Liu Haicheng Industry Association, the employee of the management depart of the automotive division of the Company, employees, deputy general managers and manager of the business department of the Company. Currently, she is the director of Company’s secretariat of the Board and employee representative supervisor. Born in 1984, a Bachelor degree, an intermediate accountant and senior human resource manager. He successively served as senior auditor of Shenzhen Branch of Shenzhen Zhongqin Wanxin Accountant Affairs, the financing Zhang Zheng commissioner of planning & finance dept. of SDG, deputy manager of the planning & finance dept. of the Company. Now he serves as deputy manager of the audit supervision department and employee representative supervisor of the Company Born in 1968, has a bachelor’s degree and is qualified as a lawyer and a corporate legal consultant, formerly served as legal counsel and deputy manager of the Enterprise Management Department of Shenzhen Automobile Industry and Trade Corporation, deputy director of the board secretary, legal affairs representative, and manager of the Tan Zhong enterprise management department of the Company, general manager and general Party branch secretary of Shenzhen SDG Huari Auto Enterprise Co., Ltd., and currently serves as the full-time deputy secretary of the Party Committee of the Company. Born in 1965, a citizenship of Canadian, bachelor’s degree, and a senior engineer, national registered supervision engineer. He successively served as structural engineer of Hunan Light Industry Design Institute, engineer of the Xie Jing Hunan Branch of Bank of China, assistant GM of the real estate dept. and GM of Engineering department of SDG, deputy GM of Shenzhen Jincheng Real Estate Group Co., Ltd., the executive president of Shenzhen Jiaanda Group and GM etc. of the land reserve center of Weiye Holding. Currently he serves as Deputy GM of the Company. Born in 1973, master's degree, economist, he has obtained the qualification certificate of secretary of the board from Shenzhen Stock Exchange. He successively served as secretary to the president and director in information center of Shenzhen Special Economic Zone Development (Group) Co., Ltd.; deputy director in secretariat of the board, and deputy manager in enterprise development department, and manager in automobile business department and Qi Peng management department of Shenzhen Tellus(Group) Co., Ltd.; general manager of Shenzhen Tellus Automobile Service Chain Co., Ltd.; general manager of Shenzhen Tellus New Yongtong Automobile Development Co., Ltd.; director secretariat of the board of Shenzhen Tellus(Group) Co., Ltd.; and now the is the Deputy GM and secretary of the Board of the Company Post-holding in shareholder’s unit √Applicable □Not applicable Received Position in Start dated of End date of Name Name of shareholder’s unit remuneration shareholder’s unit n office term office term from 46 深圳市特力(集团)股份有限公司 2021 年年度报告全文 shareholder’s unit (Y/N) Shenzhen Special Member of Party Hong Wenya Development Group Co., Committee, Director, 2021-06-01 N Ltd. CFO Shenzhen Special December Yang Hongyu Development Group Co., Secretary of the Board 2021-07-01 Y 2021 Ltd. Shenzhen Special GM of Corporate Wu Ruikai Development Group Co., Management and 2017-03-01 August 2021 Y Ltd. Legal Department Shenzhen Special GM of Audit and Risk Zhang Baojun Development Group Co., 2017-03-01 Y Control Department Ltd. Shenzhen Special Deputy GM of Zeng Xingyu Development Group Co., Accounting and 2021-01-01 Y Ltd. Finance Department Post-holding in other unit √Applicable □Not applicable Received Position in other Start dated of End date of remuneration Name Name of other units unit n office term office term from other unit (Y/N) Shenzhen Yue Peng Jin Jewelry Gu Zhiming Deputy GM 2011-05-01 Y Co., Ltd Shenzhen Link Gold Tec & Co., Gu Zhiming Chairman, GM 2019-09-24 Y Ltd. Professor and Doctoral Hu Yuming Jinan University supervisor, 2003-06-01 Y school of management Jiang Shanghai ALLBRIGHT (Shenzhen) Senior partner 2005-04-01 Y Dinghang Law Office Yijixuan Jewelry (Chengdu) Co., Zhang Dong GM 2021-09-03 Y Ltd Post-holding N/A in other unit Punishment of securities regulatory authority in recent three years to the Company’s current and outgoing directors, supervisors and 47 深圳市特力(集团)股份有限公司 2021 年年度报告全文 senior management during the reporting period □Applicable √Not applicable 3. Remuneration for directors, supervisors and senior executives Decision-making procedures, recognition basis and payment for directors, supervisors and senior executives Decision-making procedures, recognition basis and payment for directors, supervisors and senior executives executes in strict accordance with the "Salary Management System for Headquarters of Shenzhen Tellus(Group) Co., Ltd. ", "Staff Performance Management System for Headquarters of Shenzhen Tellus (Group) Co., Ltd.", "Implementing Rules of Remuneration and Appraisal Committee of the Board of Shenzhen Tellus(Group) Co., Ltd.", "Annual Performance Management Approaches for Leading Group Members of Shenzhen Tellus(Group) Co., Ltd." and other relevant system regulations. Remuneration for directors, supervisors and senior executives in reporting period In 10 thousand Yuan Total Whether remuneration remuneration Post-holding Name Title Sex Age obtained from obtained from status the Company related party of (before taxes) the Company Currently in Fu Chunlong Chairman M 49 115.71 N office Currently in Hong Wenya Director M 48 0 N office Currently in Yang Hongyu Director M 44 0 Y office Currently in Wu Ruikai Director, GM M 51 19.67 N office Currently in Lou Hong Director, CFO F 54 82.41 N office Currently in Gu Zhiming Director M 51 0 N office Independent Currently in Hu Yuming M 57 8 N director office Independent Currently in Jiang Dinghang M 59 8 N director office Independent Currently in Zhang Dong M 48 8 N director office 48 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Chairman of the Currently in Guo Xiaodong Supervisory M 58 76.62 N office Committee Currently in Zhang Baojun Supervisor M 52 0 Y office Currently in Zeng Xingyu Supervisor M 41 0 Y office Employee Currently in Liu Haicheng F 53 49.34 N supervisor office Employee Currently in Zhang Zheng M 38 42.89 N supervisor office Deputy Secretary Currently in Tan Zhong of the Party M 54 87.14 N office Committee Currently in Xie Jing Deputy GM M 57 146.19 N office Deputy GM, Currently in Qi Peng Secretary of the M 49 79.73 N office Board Lv Hang Director, GM M 61 Leave office 101.57 N Feng Yu Deputy GM M 55 Leave office 78.3 N Yu Lei Director F 54 Leave office 0 Y Zhang Director M 49 Leave office 0 N Quanxun Chen Supervisor M 59 Leave office 0 N Yangsheng Yang Jianping Supervisor F 50 Leave office 0 Y Total -- -- -- -- 903.57 -- VI. Responsibility performance of directors during the reporting period 1. The board of directors during the reporting period Session of meeting Date of meeting Disclosure date Meeting resolutions Found more in the Resolution of The 19th Extraordinary Meeting of the 9th The 19th Extraordinary Meeting of 2021-01-14 2021-01-15 Board of Directors (Notice No.: the 9th Board of Directors 2021-001) released on Securities Times, Hong Kong Commercial Daily and 49 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Juchao Website (www.cninfo.com.cn) Found more in the Resolution of The 20th Extraordinary Meeting of the 9th The 20 Extraordinary Meeting of th Board of Directors (Notice No.: 2021-02-04 2021-02-05 the 9 Board of Directors th 2021-005) released on Securities Times, Hong Kong Commercial Daily and Juchao Website (www.cninfo.com.cn) Found more in the Resolution of The 21st Extraordinary Meeting of the 9th The 21st Extraordinary Meeting of Board of Directors (Notice No.: 2021-04-13 2021-04-14 the 9 Board of Directors th 2021-010) released on Securities Times, Hong Kong Commercial Daily and Juchao Website (www.cninfo.com.cn) Found more in the Resolution of The 10th Session of 9th Board of Directors The 10th Session of 9th Board of (Notice No.: 2021-012) released on 2021-04-15 2021-04-16 Directors Securities Times, Hong Kong Commercial Daily and Juchao Website (www.cninfo.com.cn) Found more in the Notice (Notice No.: 2021-021) released on April 29 in The 11th Session of 9th Board of 2021-04-28 2021-04-29 Securities Times, Hong Kong Directors Commercial Daily and Juchao Website (www.cninfo.com.cn) Found more in the Notice (Notice No.: 2021-029) released on August 20 in The 12th Session of 9th Board of 2021-08-19 2021-08-20 Securities Times, Hong Kong Directors Commercial Daily and Juchao Website (www.cninfo.com.cn) Found more in the Resolution of The 22nd Session of 9th Board of Directors The 22nd Session of 9th Board of (Notice No.: 2021-030) released on 2021-08-27 2021-08-28 Directors Securities Times, Hong Kong Commercial Daily and Juchao Website (www.cninfo.com.cn) Found more in the Resolution of The First Extraordinary Meeting of the 10th The First Extraordinary Meeting of Board of Directors (Notice No.: 2021-09-13 2021-09-14 the 10th Board of Directors 2021-037) released on Securities Times, Hong Kong Commercial Daily and Juchao Website (www.cninfo.com.cn) 50 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Found more in the Resolution of The Second Extraordinary Meeting of the The Second Extraordinary Meeting 10th Board of Directors (Notice No.: 2021-09-29 2021-09-30 of the 10th Board of Directors 2021-040) released on Securities Times, Hong Kong Commercial Daily and Juchao Website (www.cninfo.com.cn) Found more in the Notice (Notice No.: 2021-046) released on October 23 in The First Session of 10th Board of 2021-10-22 2021-10-23 Securities Times, Hong Kong Directors Commercial Daily and Juchao Website (www.cninfo.com.cn) 2. The attending of directors to Board meetings and shareholders general meeting The attending of directors to Board Meeting and Shareholders General Meeting Times of Board Times of Absent the Times of meeting attending the Times of Times of Times of Meeting for the attend the Director supposed to Board Meeting entrusted Presence Absence second time in a general attend in the by presence row (Y/N) meeting report period communication Fu 10 3 7 0 0 N 1 Chunlong Hong 3 1 2 0 0 N 0 Wenya Yang 3 1 2 0 0 N 0 Hongyu Wu 3 1 2 0 0 N 0 Ruikai Lou Hong 10 3 7 0 0 N 2 Gu 10 2 8 0 0 N 1 Zhiming Hu 10 2 8 0 0 N 1 Yuming Jiang 10 3 7 0 0 N 2 Dinghang Zhang 10 2 8 0 0 N 0 Dong Explanation of absent the Board Meeting for the second time in a row There were no two instances of non-attendance at the Board Meeting in person during the reporting period 51 深圳市特力(集团)股份有限公司 2021 年年度报告全文 3. Objection for relevant events from directors Directors come up with objection about Company’s relevant matters □ Yes √ No No directors come up with objection about Company’s relevant matters in the Period 4. Other explanation about responsibility performance of directors The opinions from directors have been adopted √ Yes □ No Director's statement to the Company that a proposal has been or has not been adopted During the reporting period, non-independent directors, independent directors of the Company carried out their works in strict accordance with the Company Law, Securities Laws, Guidelines of Corporate Governance for Listed Companies, Guidelines for the Standardized Operation of Listed Companies on Shenzhen Stock Exchange and Article of Association and Rules of Procedures of the BOD. They perform duties faithfully and diligently, actively attend relevant Meetings on time and carefully considering all proposals. With the specialized knowledge and experience, independent directors provided professional advice on the strategic development, internal control and major business decisions of the Company, and effectively supervise the financial of the Company, production and operation activities and information disclosure, which plays a positive role in future development of the Company and standardized operation and promoting the management levels. VII. The special committees under the board during the reporting period Specific Important Numbe Other circumstanc comments Committee r of perform es of the Members Date of Meeting content and name meetin ance of objection meeting suggestions gs held duties (if made applicable) Review of the preliminary 2021-02-0 arrangements for the audit Approved - - 4 of the Annual Report 2020 Hu Yuming, Review of the financial 2021-04-0 Yu Lei, Lou status and results of the Approved - - Audit 5 Hong, Jiang 3 operation for year of 2020 committee Dinghang, Review of the renewal of Zhang Dong the appointment of RSM 2021-08-2 Certified Public Approved - - 7 Accountants (Special General Partnership) as the 52 深圳市特力(集团)股份有限公司 2021 年年度报告全文 financial auditor and internal control auditor of the Company for year of 2021 薪酬与考核 Jiang Review and approved the 委员会 Dinghang, Fu Business Performance and Remunerati Chunlong, Yu 2021-08-1 1 Remuneration Plan for year Approved - - on and Lei, Hu 9 of 2020 of the senior appraisal Yuming, executives committee Zhang Dong VIII. Works from Supervisory Committee The Company has risks in reporting period that found in supervisory activity from supervisory committee □ Yes √ No Supervisory committee has no objection about supervision events in reporting period IX. Particulars of workforce 1. Number of Employees, Professional composition, Education background Employee in-post of the parent Company at period-end 122 (people) Employee in-post of main Subsidiaries at period-end (people) 176 The total number of current employees at period-end (people) 298 The total number of current employees to receive pay (people) 298 Retired employee’ s expenses borne by the parent Company 15 and main Subsidiaries (people) Professional categories Types of professional category Numbers of professional category Production staff 0 Sales staff 87 Technical staff 75 Financial staff 24 Administration staff 112 Total 298 Education background Type of education background Numbers (people) Master 28 53 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Bachelor degree 85 Junior college 65 Other 120 Total 298 2. Remuneration Policy The Company strictly complies with the "Remuneration Management System of Headquarters Staff of Shenzhen Tellus Holding Co., Ltd." and "Performance Management Measures for Headquarters Staff of Shenzhen Tellus Holding Co., Ltd." 3. Training programs The training works are focuses on the improvement of middle-level managers and management skills, the improvement of the professional skills of reserve talents and core backbones. In the actual training work, we will continuously enrich the training contents, expand the training form, optimize the training process, clarify the training purpose, and improve the training effect. The specific measures are as follows: firstly, enrich the entry learning database for new employees, and accelerate the integration of new employees into the company; secondly, strengthen the professional training of grassroots employees, and improve the quality of employees; thirdly, strengthen departmental training quota management, and improve the use efficiency of training funds; fourthly, optimize the rewards rules of network college, and continuously improve the learning atmosphere; the fifth is to refine the management ability requirements and carry out targeted training for middle-level managers to improve management capabilities; the sixth is to focus on external training and conduct strategic management skills training to enhance the horizons of senior personnel. 4. Labor outsourcing √Applicable □Not applicable Total hours of labor outsourcing (hours) 1,408 Total remuneration paid for labor outsourcing (Yuan) 69,347.51 X.Profit distribution and capitalizing of common reserves plan Formulation, Implementation and Adjustment of Profit Distribution Policy Especially Cash Dividend policy during the Reporting Period √Applicable □Not applicable The company attaches great importance to the reasonable returns for investors; the Articles of Association clearly defines the standards and proportions of cash dividends, the decision-making procedures and mechanisms, and the form of profit distribution. The company strictly complies with the Articles of Association and the resolutions of 54 深圳市特力(集团)股份有限公司 2021 年年度报告全文 the shareholders' general meeting, the dividends standards and proportions are clear, relevant decision-making procedures and mechanisms are complete, the independent directors are responsible and give play to their duties, the medium and small shareholders have the opportunities to express their opinions and demands, and the legitimate rights and interests of medium and small shareholders are fully maintained. Special description on cash dividend policy Whether it meets the requirements of the Article of Association Y or the Resolution of the General Meeting (Y/N): Whether the bonus standards and proportion is clear and Y well-defined (Y/N): Whether has a completed relevant decision-making procedures Y and mechanism (Y/N): Whether independent directors fulfill duties and play a due role Y (Y/N): Minority shareholders whether has opportunity of full expression and appeals, the legal interest of the minority are Y being protected totally (Y/N): As for the adjustment and change of cash bonus policy, the condition and procedures whether meets regulations and Y transparent (Y/N): The Company is profitable during the reporting period and the parent company has positive profit available for distribution to shareholders without cash dividend distribution plan proposed □ Applicable √ Not applicable Profit distribution plan and capitalizing of common reserves plan for the Period √Applicable □ Not applicable Bonus shares for every 10-share (Share) 0 Dividends for every 10-share (Yuan)(Tax 0.25 included) Equity base of distribution plan (Share) 431,058,320 Cash bonus distribution (Yuan)(Tax included) 0.25 Cash bonus distribution in other ways (i.e. share 0.00 buy-backs) (Yuan) Total cash bonus (including other ways) (Yuan) 10,776,458.00 Profits available for distribution (Yuan) 24,281,950.19 Ratio of total cash dividend (other ways 100% included) in total profit distribution Cash dividend If the Company’s development stage is in the growth period and there is a major capital expenditure arrangement, the minimum 55 深圳市特力(集团)股份有限公司 2021 年年度报告全文 proportion of cash dividend in the profit distribution should be 20% Explanation on profit distribution or capitalizing of capital reserves With purpose of rewarding the shareholders and allows investors to participate and share the operation results of the Company’s development, pursuit to the relevant mechanisms and regulation as Article of Association and Shareholders’ Return Plan for the Next Three Years (2020-2022), and through comprehensive consideration of the operation and overall financial status of the Company, the Company, plans to distributed 0.25 yuan cash bonus (including tax) for every 10 shares held by whole shareholders of the Company based on total share capital 431,058,320 as of 31st December 2021, total 10,776,458.00 yuan are distributed in cash, no bonus shares and no public reserve transfer into share capital.the profit distribution plan will be implemented after deliberation and approved by the shareholders’ general meeting. XI. Implementation of the Company’s stock incentive plan, employee stock ownership plan or other employee incentives □ Applicable √ Not applicable During the reporting period, the Company has no stock incentive plan, employee stock ownership plan or other employee incentives that have not been implemented. XII. Establishment of the internal control mechanism and implementation during the reporting period 1. Establishment and implementation of the internal control During the reporting period, the company established a systematic and effective internal control system from the governance level to the workflow level and continued to improve it. The board of directors was responsible for the establishment, improvement and effective implementation of internal control; the audit committee assisted in the formulation and review of the company’s internal control system, and audited and supervised major related transactions; the audit risk control department was responsible for the specific organization and implementation of the company's internal control; the person in charge of the enterprise or the departments undertook the internal control work of the enterprise or the departments; the board of supervisors supervised the internal control established and implemented by the board of directors. The company established the above organizational structure of internal control in accordance with the Basic Norms for Enterprise Internal Control and its supporting guidelines, defined the work objectives and responsibilities and authorities of each position in the company, and established corresponding checks and balances and supervision mechanisms to ensure that each position should perform duties within the scope of authority. According to the identification of major deficiencies in the internal control of the company's financial report, on the base date of the internal control evaluation report, there was no major deficiencies in the internal control of financial report. The company maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations. According to the identification of major deficiencies in the internal control of the company's non-financial report, 56 深圳市特力(集团)股份有限公司 2021 年年度报告全文 on the base date of the internal control evaluation report, the company found no major deficiencies in the internal control of non-financial report. 2. Details of major defects in IC appraisal report that found in reporting period □Yes √ No XIII. Management and control of the subsidiaries during the reporting period Problems Countermeasur Solution Follow-up Name Integration plan Progress encountered in e taken progress resolution plan integration Not Not Not Not Not Not Not applicable applicable applicable applicable applicable applicable applicable XIV.Appraisal Report of Internal Control and Audit Report of Internal Control 1. Appraisal Report of Internal Control Disclosure date of full internal control 2022-04-08 evaluation report Disclosure index of full internal control Juchao website(http://www.cninfo.com.cn) evaluation report The ratio of the total assets of units included in the scope of evaluation accounting for the total assets on the 100.00% Company's consolidated financial statements The ratio of the operating income of units included in the scope of evaluation accounting for the operating income on 100.00% the Company's consolidated financial statements Defects Evaluation Standards Category Financial Reports Non-financial Reports 1. Significant defect: a-Fraud of 1. Significant defect: a-Great decisions management leading to material violate the Company’s established misstatements of financial results or false procedure, resulting in significant Qualitative criteria financial reports, which mislead users of losses to the Company; b-Serious financial statements and result in violation of laws and regulations decision-making mistakes and litigation; results in significant losses to the b-Ineffective control environment; Company; c-Important businesses are 57 深圳市特力(集团)股份有限公司 2021 年年度报告全文 c-Major internal control deficiencies found lack of system control or system and reported to the management but control fails; d- Serious brain drain of haven’t been corrected after a reasonable core management or core technical time; d-The decision-making of the staff; e-Significant deficiencies in the Company’s major matters has not fulfilled internal evaluation results have not the corresponding decision-making been corrected. process, resulting in significant losses of 2. Important defects: a-The Company the Company; e-Important businesses violates the enterprise internal involving the Company’s production and regulations and causes significant management are lack of effective control; losses; b-Serious brain drain of f-Other defects that seriously mislead the business personnel in the Company’s correct judgments made by the users of the key positions; c- The Company’s statements, resulting in the company’s significant business systems have major compensation. 2. Important defects: deficiencies; d-The significant a-The selection and application of deficiencies in the internal control of accounting policies do not follow the the Company have not been corrected. generally accepted accounting principles; 3. General deficiencies: deficiencies b-Anti-fraud programs and control except for major and significant measures have been not established; deficiencies. c-Corresponding control mechanism for accounts handling of unconventional or special transactions has not been established or implemented and has no there is no appropriate compensatory controls; d-The controls to the period-end financial reporting process have one or more defects and cannot reasonably ensure that the financial statements prepared are true and accurate. 3. General deficiencies: the deficiencies except for major and significant deficiencies. 1. Major deficiencies: misstatement 1. Major deficiencies: loss amount > amount > 10% of total profit, and 1.5% of owner's equity attributable to absolute amount > 2 million Yuan; parent Company, and absolute 2. Significant deficiencies: 5% of total amount > 5 million Yuan; profit < misstatement amount ≤10% of 2. Significant deficiencies: 0.5% of total profit, and absolute amount > 1 owner's equity attributable to parent Quantitative standard million Yuan; or 1 million Yuan < Company < loss amount ≤ 1.5% of absolute amount ≤ 2 million Yuan, and owner's equity attributable to parent misstatement amount > 5% of total profit. Company, or 1 million Yuan < 3. General deficiencies: misstatement absolute amount ≤ 5 million Yuan; amount ≤ 5% of total profit, or absolute 3. General deficiencies: loss amount amount ≤ 1 million Yuan ≤ 0.5% of owner's equity attributable 58 深圳市特力(集团)股份有限公司 2021 年年度报告全文 to parent Company, or absolute amount ≤ 1 million Yuan Amount of significant defects in 0 financial reports Amount of significant defects in 0 non-financial reports Amount of important defects in financial 0 reports Amount of important defects in 0 non-financial reports 2. Auditing report of internal control √Applicable □Not applicable Deliberations in Internal Control Audit Report We consider that: in all major aspects, Shenzhen Tellus Holding Co., Ltd. has efficiency in financial report of internal control dated 31 December 2021 according to Basic Standards of Internal Control for Enterprise and relevant regulations. Disclosure details of audit report of Disclosure internal control Disclosure date of audit report of 2022-04-08 internal control (full-text) Index of audit report of internal Juchao website (http://www.cninfo.com.cn) control (full-text) Opinion type of auditing report of Standard unqualified opinion IC whether the non-financial report No had major defects Carried out modified opinion for internal control audit report from CPA □Yes √ No The internal control audit report, issued by CPA, has concerted opinion with self-evaluation report, issued from the Board √ Yes □ No XV. Self-examination and rectification of the special actions on governance The Company conducts self-examination in accordance with the “Special Self-Examination List of the Governance for Listed Companies”, and there is a condition where the BOD has not been re-elected in time for the expiration of the session. After the expiration of the BOD and BOS, the Company actively promotes the change of session. The 22nd Extraordinary Meeting of the 9th Board of Directors and 16th Session of 9th Board of Supervisors were held on 59 深圳市特力(集团)股份有限公司 2021 年年度报告全文 August 27, 2021 and the First Extraordinary Shareholders General Meeting of 2021 held on September 13, 2021 to deliberated and approved the proposal of general election, the re-election of the BOD and BOS are completed. Found more in the relevant notices released on Securities Times, Hong Kong Commercial Daily and Juchao Website (http://www.cninfo.com.cn). 60 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Section V. Environmental and Social Responsibility I. Major environmental The listed Company and its subsidiary whether belongs to the key sewage units released from environmental protection department □ Yes √No Administrative punishment for environmental problems during the reporting period The impact on the The Company's Name of company or Reason for production and Violation Punishment result rectification subsidiary punishment operation of listed measures companies N/A N/A N/A N/A N/A N/A Other environmental information disclosed refer to key polluters There were no administrative penalties for environmental issues during the reporting period from the Company and its subsidiaries Measures taken to reducing the carbon emissions during the reporting period and their effectiveness □ Applicable √ Not applicable Reasons for not disclosing other environmental information The Company and its subsidiaries are not one of the key emissions units announced by the environmental protection authority, and no penalties for violation of laws and regulations during the reporting period. II. Social responsibility The Company has always been committed to repaying shareholders, achieving employees’ value, and contributing to the society. Based on the principle of fairness, the company actively safeguarded the legitimate rights and interests of shareholders; advocated realizing self-worth while realizing corporate value, created an enterprise atmosphere in which the company cares for employees, employees love the company, and develop harmoniously together; actively repaid the society and the public, and fulfilled the responsibility of a state-owned enterprise, participated in community construction activities, donated tents, grain and oil and other materials for epidemic prevention to the community, dispatched 3 employees to help the epidemic prevention work of the community, and quickly assembled a vanguard of party members in the early stage of the epidemic to assist the community in carrying out temperature measurement, nucleic acid testing, vaccination and other work; improved the safety production system, organized 37 safety production trainings, and invested more than 2 million yuan in the transformation of safety equipment and facilities. 61 深圳市特力(集团)股份有限公司 2021 年年度报告全文 III Consolidated and expanded the achievements of poverty alleviation and rural revitalization The Company actively responded to the implementation of the rural revitalization strategy, assigned special personnel to carry out assistance work in Chengtian Town, Shantou City, and digested the agricultural and sideline products in the assistance area by purchasing and donating, opened up the sales channels of agricultural products, and vigorously promoted the local poverty alleviation and rural revitalization with practical actions. 62 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Section VI. Important Events I. Implementation of commitment 1. Commitments that the actual controller, shareholders, related party, buyers and the Company have fulfilled during the reporting period and have not yet fulfilled by the end of reporting period √Applicable □Not applicable Cont Co Commit ent of Comm mmi Imple Commitments ment com itment tme menta mitm date nt tion party ents term Commitments for share merger reform Commitments in report of acquisition or equity change Commitments in assets reorganization The commitments to the fulfillment of information disclosure about the Company business development are as follows: except for the information has been disclosed Commitments Shenzhe publicly, the Company has not had the disclosed Octob Lon Imple make in initial n Tellus Other information about asset acquisition and business er 17, g-ter menti public offering or Holding development that has not been disclosed within one year. 2014 m ng re-financing Co., Ltd. In the future, the Company shall timely, accurately and adequately disclose the relevant information according to the progress of new business and the related requirements. Equity incentive commitment In order to avoid the horizontal competition, the Shenzhe Horiz Company’s controlling shareholder, Shenzhen SDG has Other n Special ontal issued the “commitment letter about the avoidance of May Lon Imple commitments for Develop Com horizontal competition” on May 26, 2014. The full 26, g-ter menti medium and small ment petiti commitment letter is as follows: 1. The Company and 2014 m ng shareholders Group on other enterprises controlled by the Company except Tellus Co., Ltd. Group haven’t occupied in any business that could 63 深圳市特力(集团)股份有限公司 2021 年年度报告全文 substantially compete with the main businesses of Tellus Group, and have no horizontal competition relationship with Tellus Group. From 2020 to 2022, the Company’s profits will first be used to cover the losses of previous years; after making up for losses of previous years, in the premise that the Company’s profits and cash flow can meet the Company's normal operations and long-term development, reward shareholders, the Company will implement positive profit distribution approaches to reward the shareholders, details are as follows: 1. The Company’s profit distribution can adopt cash, stock or the combination of cash and stock or other methods permitted by law. The foreign currency conversion rates of domestically listed foreign shares dividend are calculated according to the standard price of HK dollar against RMB announced by People's Bank of China on the first working day after the resolution date of the shareholders' meeting. The Company prefers to adopt the cash dividends to distribute profits. In order to maintain the adaptability between capital expansion and performance growth, in the premise of ensuring the full Dec Divid cash dividend distributions and the rationality of equity Shenzhe emb end scale and equity structure, the Company can adopt the April Imple n Tellus er com stock dividend methods to distribute profits. 2. According 24, menti Holding 31, mitm to the "Company Law" and other relevant laws and the 2021 ng Co., Ltd. 202 ent provisions of the Company’s "Articles of Association", 2 following conditions should be satisfied when the Company implements cash dividends: (1) the Company's annual distributable profits (i.e. the after-tax profits after making up for losses and withdrawing accumulation funds) are positive value, the implementation of cash dividends will not affect the Company's subsequent continuing operations; (2) the audit institution issues the standard audit report with clean opinion to the Company's annual financial report; (3) the Company has no significant investment plans or significant cash outlay (except for fund-raising projects). Major investment plans or significant cash outlay refer to: the accumulated expenditures the Company plans to used for investments abroad, acquisition of assets, or purchase of equipment within the next 12 months reach or exceed 30% of the net assets audited in the latest period. 3. In the premise of meeting the conditions of cash dividends and ensuring the Company’s normal operation and long-term development, 64 深圳市特力(集团)股份有限公司 2021 年年度报告全文 the Company makes cash dividends once a year in principle, the Company’s board of directors can propose the Company to make interim cash dividends in accordance with the Company's profitability and capital demand conditions. The proportion of cash dividends in profits available for distribution and in distribution of profits should meet the following requirements: (1) in principle, the Company’s profits distributed in cash every year should not be less than 10% of profit available for distribution realized in the same year, and the Company’s profits accumulatively distributed in cash in the last three years should not be less than 30% of the annual average profit available for distribution realized in the last three years. (2) if the Company’s development stage belongs to mature stage and there is no significant capital expenditure arrangement, when distributing profits, the minimum proportion of cash dividends in this profit distribution should be 80%; (3) if the Company’s development stage belongs to mature stage and there are significant capital expenditure arrangements, when distributing profits, the minimum proportion of cash dividends in this profit distribution should be 40%; (4) if the Company’s development stage belongs to growth stage and there are significant capital expenditure arrangements, when distributing profits, the minimum proportion of cash dividends in this profit distribution should be 20%; when the Company's development stage is not easy to be differed but there are significant capital expenditure arrangements, please handle according to the preceding provisions. 4. On the condition of meeting the cash dividend distribution, if the Company's operation revenue and net profit grow fast, and the board of directors considers that the Company’s equity scale and equity structure are reasonable, the Company can propose and implement the dividend distribution plans except proposing the cash dividend distribution plans. When allocating stock dividend every time, the stock dividend per 10 shares should be no less than 1 share. Stock allocation can be implemented individually or in combination of cash dividends. When confirming the exact amount of profit distribution by stock, the Company should fully consider if the general capital after profit distribution by stock matches with the Company’s current operation scale and profit growth rate and consider the 65 深圳市特力(集团)股份有限公司 2021 年年度报告全文 impact on future financing so as to make sure the allocation plans meet the overall interests of all shareholders. Completed on time Y (Y/N) As for the commitment out of the commitment Not applicable time, explain the specific reasons and further plans 2. Concerning assets or project of the Company, which has profit forecast, and reporting period still in forecasting period, explain reasons of reaching the original profit forecast □ Applicable √ Not applicable II. Non-operational fund occupation from controlling shareholders and its related party □ Applicable √ Not applicable No non-operational fund occupation from controlling shareholders and its related party in period. III. External guarantee out of the regulations □ Applicable √ Not applicable No external guarantee out of the regulations occurred in the period. IV. Statement on the latest “modified audit report” by BOD □ Applicable √ Not applicable V. Explanation from Board of Directors, Supervisory Committee and Independent Directors (if applicable) for “Modified Audit Report” issued by CPA □ Applicable √ Not applicable VI. Explanation of the changes in accounting polices, accounting estimates or correction of significant accounting errors compared with the financial report of the previous year √Applicable □Not applicable (i) Overview of the accounting policy change 1. Reason for change On December 7, 2018, the Ministry of Finance revised and issued the Accounting Standards for Business 66 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Enterprises No. 21 - Leases ( No. 35 [2018] of the Ministry of Finance) (hereinafter referred to as “new lease standards”), enterprises that are listed both at home and abroad, as well as enterprises that are listed overseas and use International Financial Reporting Standards or Accounting Standards for Business Enterprises to prepare financial statements, are required to implement from January 1, 2019; other enterprises that implement Accounting Standards for Business Enterprises are required to implement from January 1, 2021. In accordance with the requirements of the above documents, the company has made corresponding changes to the accounting policies. 2. Accounting policies adopted before change: Before this accounting policy change, the company implemented the Accounting Standards for Business Enterprises - Basic Standards issued by the Ministry of Finance, various specific accounting standards, the application guidelines for the accounting standards for business enterprises, the interpretations of the accounting standards for business enterprises, and other relevant regulations. 3. Accounting policy adopted after change: After this change, the company will implement the new lease standards. Other parts that have not changed are still implemented in accordance with the Accounting Standards for Business Enterprises-Basic Standards issued by the Ministry of Finance in the previous period, various specific accounting standards, the application guidelines for the accounting standards for business enterprises, and the interpretations of accounting standards for business enterprises and other relevant regulations. 4. Date of change According to the above-mentioned relevant standards and notices of the Ministry of Finance, the company, as a domestically listed enterprise, has implemented the new lease standards from January 1, 2021. 5. Content of change The main contents of the revision of the new lease standards include: improving the definition of lease, adding lease identification, splitting, consolidation, etc.; canceling the classification of operating lease and finance lease for a lessee, requiring to recognize the right-of-use assets and lease liabilities of all leases (excluding short-term lease and low-value asset lease) and accrue depreciation and interest expenses respectively; improving the subsequent measurement of the lessee, increasing the accounting treatment in the case of option revaluation and lease change; enriching the lessor’s disclosure content to provide report users with more useful information. (ii) The impact of this accounting policy change on the company According to the convergence provisions of the new lease standards, the company has implemented the new lease standards from January 1, 2021, and adjusted the amount of retained earnings and other related items in financial statements at the beginning of the year when the new lease standards were first implemented according to the cumulative impact of the first implementation of the new lease standards, but the comparable period information was not adjusted. This accounting policy change was made by the company in accordance with the relevant regulations and requirements issued by the Ministry of Finance. After the change, the accounting policy can objectively and fairly reflect the company's financial status and operating results, comply with relevant laws and regulations and the company's actual situation, and will not have a significant impact on the company's financial condition, operating results and cash flows, nor will it harm the interests of the company and shareholders. 67 深圳市特力(集团)股份有限公司 2021 年年度报告全文 VII. Major accounting errors within reporting period that needs retrospective restatement √Applicable □Not applicable 1. Changes in the scope of consolidated financial statements during the reporting period New subsidiaries during the reporting period: Abbreviation of The reporting Reasons for included in the Serial No. Full name of subsidiary subsidiary period scope of consolidation 1 Shanghai Fanyue Diamond Co., Ltd. Shanghai Fanyue 2021 Newly established 2. Subsidiaries decreased during the reporting period: Abbreviation of The reporting Reasons for not included in Serial No. Full name of subsidiary subsidiary period the scope of consolidation 1 Sichuan Tellus Jewelry Technology Co., Sichuan Jewelry 2021 Liquidation and cancellation Ltd. Technology 2 Anhui Tellus Starlight Jewelry Investment Tellus Starlight 2021 Liquidation and cancellation Co., Ltd. 3 Anhui Tellus Starlight Jinzun Jewelry Co., Tellus Starlight 2021 Liquidation and cancellation Ltd. Jinzun VIII. Appointment and non-reappointment (dismissal) of CPA Accounting firm appointed RSM Certified Public Accountants (Special General Name of domestic accounting firm Partnership) Remuneration for domestic accounting firm (in 10 thousand 70.5 Yuan) Continuous life of auditing service for domestic accounting 2 firm Name of domestic CPA Li Qiaoyi, Qin Changming Continuous life of auditing service for domestic accounting Li Qiaoyi (2 years), Qin Changming (3 years) firm Re-appointed accounting firms in this period □ Yes √ No Appointment of internal control auditing accounting firm, financial consultant or sponsor √Applicable □Not applicable The Company appointed RSM Certified Public Accountants (Special General Partnership) as the internal control 68 深圳市特力(集团)股份有限公司 2021 年年度报告全文 audit accounting firm of the Company for year of 2021 with one-year term, the internal control audit was 205,000 yuan. IX. Particular about delisting after annual report disclosed □ Applicable √ Not applicable X. Bankruptcy reorganization □ Applicable √ Not applicable No bankruptcy reorganization for the Company in reporting period XI. Significant lawsuits and arbitration of the Company √Applicable □Not applicable Found more in the Company’s “Auditing Report 2021” disclosed on www.cninfo.com.cn on the same day, Note 11. Commitments or contingency to the Financial Statements XII. Penalty and rectification □ Applicable √ Not applicable No penalty and rectification for the Company in reporting period. XIII. Integrity of the Company and its controlling shareholders and actual controllers □ Applicable √ Not applicable XIV. Major related transaction 1. Related transaction with routine operation concerned √Applicable □Not applicable Wh ethe Tradin r Relate g limit ove Clear Availa Cont d Type Rela ing ent transa appro r ble Date of ted Propor form of Pricin ction Relati relat tran tion in ved the for simila of Index of Related relat g amoun onshi ed sacti similar relate party ed princi t (in (in 10 app r discl disclosure p trans on transac d trans ple 10 actio pric tions thousa rov trans marke osure actio thousa n e actio n nd nd ed t price n Yuan) Yuan) limi ted or 69 深圳市特力(集团)股份有限公司 2021 年年度报告全文 not (Y/ N) Direct or, super Notice visor (No.: Shenzh and 2021-016) en senior Rout Refer Agre released on Zung execu ine Offe ence ed by Securities Fu tives relat ring April marke 525. contr Times, Tellus of the ed prop 525 2.70% 545 N 525.00 16, t 00 act or Hong Auto Comp trans erty 2021 pricin agree Kong Service any actio renal g ment Commerci Co., serves n al Daily Ltd. direct and Juchao or of Website the enterp rise Notice (No.: Shenzh 2021-016) en SDG Subsi Rout Refer Agre released on Tellus diary ine Offe ence ed by Securities Propert of the relat ring April marke contr Times, y contro ed prop 7.59 7.59 0.04% 15 N 7.59 16, t act or Hong Manage lling trans erty 2021 pricin agree Kong ment share actio renal g ment Commerci Co., holder n al Daily Ltd. and Juchao Website Offe Notice ring (No.: Subsi Rout prop 2021-016) Shenzh Refer Agre diary ine erty released on en SDG ence ed by of the relat renal April Securities Petty marke 131. contr contro ed and 131.07 0.67% 145 N 131.07 16, Times, Loan t 07 act or lling trans man 2021 Hong Co., pricin agree share actio age Kong Ltd. g ment holder n ment Commerci servi al Daily ces and Juchao 70 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Website Offe ring Subsi Rout prop Refer Agre Shenzh diary ine erty ence ed by en SDG of the relat renal marke contr Service contro ed and 2.22 2.22 0.01% N 2.22 t act or Co., lling trans man pricin agree Ltd. share actio age g ment holder n ment servi ces Notice (No.: Jewelry 2021-016) Park Sub-s Rout Refer Agre released on Branch ubsidi ine Offe ence ed by Securities of ary of relat ring April marke 207. contr Times, Shenzh contro ed prop 207.97 1.07% 140 Y 207.97 16, t 97 act or Hong en SDG lling trans erty 2021 pricin agree Kong Service share actio renal g ment Commerci Co., holder n al Daily Ltd. and Juchao Website Shenzh Prov en ide Special vehi Rout Develo cle Refer Agre ine pment Contr main ence ed by relat Group olling tena marke contr ed 4.56 4.56 0.00% Y 4.56 Co., share nce t act or trans Ltd. holder and pricin agree actio inspe g ment n ction servi ces Shenzh Subsi Rout Prov Refer Agre en SDG diary ine ide ence ed by Tellus of the relat vehi marke contr Propert contro ed cle 0.19 0.19 0.00% Y 0.19 t act or y lling trans main pricin agree Manage share actio tena g ment ment holder n nce 71 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Co., and Ltd. inspe ction servi ces Notice (No.: Acce Shenzh 2021-016) Subsi Rout pt en SDG Refer Agre released on diary ine proje Engine ence ed by Securities of the relat ct April ering marke 197. contr Times, contro ed supe 197.68 1.67% 225 N 197.68 16, Manage t 68 act or Hong lling trans rvisi 2021 ment pricin agree Kong share actio on Co., g ment Commerci holder n servi Ltd al Daily ces and Juchao Website Notice (No.: Jewelry Acce 2021-016) Park Sub-s Rout pt Refer Agre released on Branch ubsidi ine prop ence ed by Securities of ary of relat erty April marke 86.1 contr Times, Shenzh contro ed man 86.14 1.79% 140 N 86.14 16, t 4 act or Hong en SDG lling trans age 2021 pricin agree Kong Service share actio ment g ment Commerci Co., holder n servi al Daily Ltd. ces and Juchao Website Notice (No.: Acce 2021-028) Subsi Rout pt Refer Agre released on Shenzh diary ine prop ence ed by Securities en SDG of the relat erty Aug marke 427. 10.84 contr Times, Service contro ed man 427.03 1,086 N 427.03 ust 7, t 03 % act or Hong Co., lling trans age 2021 pricin agree Kong Ltd. share actio ment g ment Commerci holder n servi al Daily ces and Juchao Website Shenzh Subsi Rout Acce Refer 1,01 1,013. 25.74 Agre 1,013. April Notice 1,100 N en SDG diary ine pt ence 3.72 72 % ed by 72 16, (No.: 72 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Tellus of the relat prop marke contr 2021 2021-016) Propert contro ed erty t act or released on y lling trans man pricin agree Securities Manage share actio age g ment Times, ment holder n ment Hong Co., servi Kong Ltd. ces Commerci al Daily and Juchao Website 2,603. Total -- -- -- 3,396 -- -- -- -- -- 17 Detail of sales return with major N/A amount involved Report the actual implementation of the daily related transactions which were projected about their Performing normally total amount by types during the reporting period (if applicable) Reasons for major differences between trading price and market Not applicable reference price 2. Related transactions by assets acquisition and sold □ Applicable √ Not applicable No related transactions by assets acquisition and sold for the Company in reporting period. 3. Main related transactions of mutual investment outside □ Applicable √ Not applicable No main related transactions of mutual investment outside for the Company in reporting period. 4. Contact of related credit and debt √Applicable □Not applicable Whether the Company had non-operating contact of related credit and debt □ Yes √ No The Company had no non-operating contact of related credit and debt in reporting period. 5. Contact with the related finance companies □ Applicable √ Not applicable 73 深圳市特力(集团)股份有限公司 2021 年年度报告全文 There are no deposits, loans, credits or other financial business between the Company, the related finance companies and related parties. 6. Transactions between the finance company controlled by the Company and related parties □ Applicable √ Not applicable There are no deposits, loans, credits or other financial business between the finance companies controlled by the Company and related parties 7. Other major related transactions □ Applicable √ Not applicable No other major related transaction in Period XV. Significant contract and implementations 1. Trusteeship, contract and leasing (1) Trusteeship □ Applicable √ Not applicable No trusteeship for the Company in reporting period (2) Contract □ Applicable √ Not applicable No contract for the Company in reporting period (3) Leasing □ Applicable √ Not applicable No leasing for the Company in reporting period 2. Major guarantees √Applicable □Not applicable In 10 thousand Yuan Particulars about the external guarantee of the Company and its subsidiary (Barring the guarantee for subsidiaries) Name of Related Count Guaran Actual the Announc Actual er Implem tee for Guarante date of Guarante Collateral Guarant Company ement guarantee guara ented related e limit happenin e type (if any) ee term guarantee disclosur limit ntee (Y/N) party g d e date (if (Y/N) 74 深圳市特力(集团)股份有限公司 2021 年年度报告全文 any) Shenzhen To the Zung Fu expire Septembe Tellus April 17, date of r 30, 3,500 3,500 Pledge N Y N Y Auto 2007 joint 2014 Service venture Co., Ltd. contract Total approving Total actual occurred external guarantee in 0 external guarantee in 3,500 report period (A1) report period (A2) Total approved Total actual balance of external guarantee at external guarantee at 3,500 3,500 the end of report the end of report period (A3) period (A4) Guarantee of the Company to subsidiaries Count Name of Related Guaran Actual er the Announc Actual Implem tee for Guarante date of Guarante Collateral guara Guarant Company ement guarantee ented related e limit happenin e type (if any) ntee ee term guarantee disclosur limit (Y/N) party g (if d e date (Y/N) any) Guarantee of the subsidiaries to subsidiaries Count Name of Related Guaran Actual er the Announc Actual Implem tee for Guarante date of Guarante Collateral guara Guarant Company ement guarantee ented related e limit happenin e type (if any) ntee ee term guarantee disclosur limit (Y/N) party g (if d e date (Y/N) any) Total amount of Total amount of actual approving guarantee occurred guarantee for 0 0 for subsidiaries in subsidiaries in report report period (C1) period (C2) Total amount of Total balance of actual approved guarantee guarantee for for subsidiaries at the 0 subsidiaries at the end 0 end of reporting of reporting period period (C3) (C4) Total amount of guarantee of the Company (total of three above mentioned guarantee) Total amount of approving Total amount of actual guarantee in report period 0 occurred guarantee in 3,500 (A1+B1+C1) report period 75 深圳市特力(集团)股份有限公司 2021 年年度报告全文 (A2+B2+C2) Total balance of actual Total amount of approved guarantee at the end of guarantee at the end of report 3,500 3,500 report period period (A3+B3+C3) (A4+B4+C4) The proportion of the total amount of actually guarantee in the net assets of the Company (that 2.40% is A4+ B4+C4) Including: Amount of guarantee for shareholders, actual 0 controller and its related parties (D) The debts guarantee amount provided for the guaranteed parties whose assets-liability ratio 0 exceed 70% directly or indirectly (E) Proportion of total amount of guarantee in net 0 assets of the Company exceed 50% (F) Total amount of the aforesaid three guarantees 0 (D+E+F) For an unexpired guarantee contract, explanation on the guarantee liability has been incurred during the reporting period or there is N/A evidence of the possibility of joint and several liability for payment (if applicable) Explanations on external guarantee against N/A regulated procedures (if applicable) Explanation on guarantee with composite way 3. Entrust others to cash asset management (1) Trust financing √Applicable □Not applicable Trust financing in the reporting period In 10 thousand Yuan Amount with impairment accrual for the Outstanding Type Capital sources Amount occurred Overdue amount overdue financial balance products which has not been recovered 76 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Bank financing Own funds 155,000 41,100 0 0 product Total 155,000 41,100 0 0 Details of the single major amount, or high-risk trust investment with low security, poor fluidity □ Applicable √ Not applicable Entrust financial expected to be unable to recover the principal or impairment might be occurred □ Applicable √ Not applicable (2) Entrusted loans □ Applicable √ Not applicable The Company had no entrusted loans in the reporting period. 4. Other significant contracts □ Applicable √ Not applicable No other significant contracts for the Company in reporting period XVI. Explanation on other significant events □ Applicable √ Not applicable The company had no other significant matters that needs description in the reporting period. XVII. Significant event of subsidiary of the Company □ Applicable √ Not applicable 77 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Section VII. Changes in Shares and Particulars about Shareholder I. Changes in Share Capital 1. Changes in Share Capital In Share Before change Increase/decrease in this time (+ , - ) After change New Capital share Bonu ization Othe Subt Amount Ratio s s of Amount Ratio r otal issue share public d reserve I. Restricted shares 0 0.00% 0 0 0 0 0 0 0.00% 1. State holding 0 0.00% 0 0 0 0 0 0 0.00% 2. State-owned 0 0.00% 0 0 0 0 0 0 0.00% corporation shares 3. Other domestic shares 0 0.00% 0 0 0 0 0 0 0.00% Including: domestic 0 0.00% 0 0 0 0 0 0 0.00% legal person’s shares Domestic natural 0 0.00% 0 0 0 0 0 0 0.00% person’s shares 4. Foreigner’s shares 0 0.00% 0 0 0 0 0 0 0.00% Including: foreign 0 0.00% 0 0 0 0 0 0 0.00% corporation shares Foreign natural 0 0.00% 0 0 0 0 0 0 0.00% person’s shares 431,058,3 100.00 II. Un-restricted shares 0 0 0 0 0 431,058,320 100.00% 20 % 392,778,3 1. RMB ordinary shares 91.12% 0 0 0 0 0 392,778,320 91.12% 20 2. Domestically listed 38,280,00 8.88% 0 0 0 0 0 38,280,000 8.88% foreign shares 0 2. Foreign shares listed 0 0.00% 0 0 0 0 0 0 0.00% aboard 3. Other 0 0.00% 0 0 0 0 0 0 0.00% III. Total shares 431,058,3 100.00 0 0 0 0 0 431,058,320 100.00% 78 深圳市特力(集团)股份有限公司 2021 年年度报告全文 20 % Reasons for share changed □ Applicable √ Not applicable 2. Changes of restricted shares □ Applicable √ Not applicable II. Securities issuance and listing 1. Security offering (without preferred stock) in Reporting Period □ Applicable √ Not applicable 2. Changes of total shares and shareholders structure as well as explanation on changes of assets and liability structure □ Applicable √ Not applicable 3. Current internal staff shares □ Applicable √ Not applicable III. Particulars about shareholder and actual controller of the Company 1. Amount of shareholders of the Company and particulars about shares holding In Share Total preference shareholders Total Total preference with voting Total common shareholders rights common stock with voting recovered at stock shareholders rights recovered 46,064 46,354 0 end of last 0 shareholders at end of last at end of month before in reporting month before reporting period annual report period-end annual report (if applicable) disclosed (if disclosed (found in note 8) applicable) (found in note 8) Particulars about shares held above 5% by shareholders or top ten shareholders Full name of Nature of Proport Amount of Changes Amoun Amount of Shares pledged, marked or 79 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Shareholders shareholder ion of shares held in report t of un-restricte frozen shares at the period restrict d shares held period-end ed held State of Amount shares share held Shenzhen State-owne Special 211,591,62 211,591,62 d 49.09% 0 0 0 Development 1 1 corporation Group Co., Ltd. Shenzhen Domestic Capital Fortune non -8,110,9 Jewelry Industry 12.89% 55,544,437 0 55,544,437 0 state-owne 35 Investment d corporate Enterprise (LP) GUOTAIJUNA NSECURITIES( Foreign 0.43% 1,856,546 120,455 0 1,856,546 0 HONGKONG)L corporation IMITED CCB-GF CSI All Index Auto index-based Other 0.22% 948,018 5,780 0 948,018 0 Originated Securities Investment Fund Domestic Yang Jianfeng nature 0.20% 863,235 359,035 0 863,235 0 person Domestic Shi Xiumin nature 0.18% 758,735 758,735 0 758,735 0 person Domestic Xu Feirong nature 0.14% 591,578 591,578 0 591,578 0 person Domestic Xiao Qiaoyue nature 0.13% 578,648 202,288 0 578,648 0 person Shanghai Yingshui Investment Other 0.13% 566,487 0 0 566,487 0 Management Co., Ltd. - Yingshui 80 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Dongfeng No.3-Private Equity Investment Fund Domestic Li Guoyong nature 0.13% 517,500 261,617 0 517,500 0 person Strategy investors or general corporation comes top 10 N/A shareholders due to rights issue (if applicable) (found in note 3) Among the top ten shareholders, there exists no associated relationship between the Explanation on associated state-owned legal person’s shareholders SDG, Ltd and other shareholders, and they do not relationship among the top ten belong to the persons acting in concert regulated by the Management Measure of Information shareholders or consistent Disclosure on Change of Shareholding for Listed Companies. For the other shareholders of action circulation share, the Company is unknown whether they belong to the persons acting in concert. Description of the above shareholders in relation to delegate/entrusted voting rights Not applicable and abstention from voting rights. Special note on the repurchase account among the top 10 N/A shareholders (if applicable) (found in note 10) Particular about top ten shareholders with un-restrict shares held Type of shares Shareholders’ name Amount of un-restrict shares held at Period-end Type Amount RMB Shenzhen Special Development 211,591,621 ordinary 211,591,621 Group Co., Ltd. shares Shenzhen Capital Fortune RMB Jewelry Industry Investment 55,544,437 ordinary 55,544,437 Enterprise (LP) shares Domesticall GUOTAIJUNANSECURITIES y listed 1,856,546 1,856,546 (HONGKONG)LIMITED foreign shares CCB-GF CSI All Index Auto RMB 948,018 948,018 index-based Originated ordinary 81 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Securities Investment Fund shares RMB Yang Jianfeng 863,235 ordinary 863,235 shares RMB Shi Xiumin 758,735 ordinary 758,735 shares RMB Xu Feirong 591,578 ordinary 591,578 shares RMB Xiao Qiaoyue 578,648 ordinary 578,648 shares Shanghai Yingshui Investment Management Co., Ltd. - RMB Yingshui Dongfeng 566,487 ordinary 566,487 No.3-Private Equity Investment shares Fund RMB Li Guoyong 517,500 ordinary 517,500 shares Expiation on associated Among the top ten shareholders, there exists no associated relationship between the relationship or consistent actors state-owned legal person’s shareholders SDG, Ltd and other shareholders, and they do not within the top 10 un-restrict belong to the persons acting in concert regulated by the Management Measure of Information shareholders and between top Disclosure on Change of Shareholding for Listed Companies. For the other shareholders of 10 un-restrict shareholders and circulation share, the Company is unknown whether they belong to the persons acting in top 10 shareholders concert. The shareholder Yang Jianfeng holds 657,935 shares of the company's stock through a credit transaction guarantee securities account, and 205,300 shares of the company's stock through an ordinary securities account, for a total of 863,235 shares. Shareholder Xu Feirong holds 576,478 shares of the company's stock through a credit transaction guarantee securities account, and 15,100 shares of the company's stock through an ordinary securities account, for Explanation on shareholders a total of 591,578 shares. Shareholder Xiao Qiaoyue holds 449,648 shares of the company's involving margin business stock through a credit transaction guarantee securities account, and 129,000 shares of the about top ten common company's stock through an ordinary securities account, for a total of 578,648 shares. The shareholders with un-restrict shareholder Shanghai Yingshui Investment Management Co., Ltd. - Yingshui Dongfeng shares held(if applicable) No.3-Private Equity Investment Fund holds 566,487 shares of the company's stock through a (found in note 4) credit transaction guarantee securities account, and 0 shares through an ordinary securities account, for a total of 566,487 shares. The shareholder Li Guoyong holds 493,255 shares of the company's stock through a credit transaction guarantee securities account, and 24,245 shares of the company's stock through an ordinary securities account, for a total of 517,500 shares. 82 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Whether top ten common stock shareholders or top ten common stock shareholders with un-restrict shares held have a buy-back agreement dealing in reporting period □ Yes √ No The top ten common stock shareholders or top ten common stock shareholders with un-restrict shares held of the Company have no buy-back agreement dealing in reporting period. 2. Controlling shareholder of the Company Nature of controlling shareholders: local state-owned holding Type of controlling shareholders: legal person Legal Majority shareholder person/person in Date of foundation Organization code Main operation business charge of the unit Investment in industry (specific item should be declaration); investment in tourism industry; development and operation of the real estate; domestic business, Shenzhen Special material supply and Development Group Co., Zhang Junlin August 1, 1981 91440300192194195C marketing industry Ltd. (excluding monopolized commodity and commodity under special government control); economic information(excluding restricted projects); import & export business Except the shares of the Company held by SDG: 1. SDG directly holds 37.07% (313,086,853 shares) of Shenzhen SDG Information Co., Ltd. (Stock abbreviation “SDGI”, stock code 000070), and 1.17% (9,903,504 shares) held through Hanguo Sanhe Co., Ltd. 2. SDG holds 21.35% Equity of listed Company in (18,3818,073 shares) of Shenzhen Microgate Technology Co., Ltd. (Stock abbreviation and out of China control “Microgate Technology”, stock code 300319) through Shenzhen Capital Fortune Electronic and hold by the majority Information Investment Enterprise (limited partnership); directly holds 8.36% (72,000,000 shares) shareholder in the Period of Microgate Technology. 3. SDG directly holds 47.78% (62,107,500 shares) of Shenzhen SDG Service Co., Ltd. (Stock abbreviation “SDG Service”, stock code 300917), and holds 0.98% (1,267,500 shares) through SDG Investment. 4. SDG directly holds 0.77% (4,707,509 shares) of Sichuan Jinlu Group Co., Ltd. (Stock abbreviation “xjinlu”, stock code 000510) Changes of controlling shareholders in reporting period □ Applicable √ Not applicable The Company had no changes of controlling shareholders in reporting period 83 深圳市特力(集团)股份有限公司 2021 年年度报告全文 3. Actual controller of the Company and persons acting in concert Nature of actual controller: local state-owned assets management Type of actual controller: legal person Legal Actual controlling person/person Date of Organization code Main operation business shareholders in charge of the foundation unit Performs the duties of capital contributors on behalf of the Shenzhen Municipal People’s State, and supervises and Government State-owned Wang Yongjian July 30, 2004 K3172806-7 manages the state-owned Assets Supervision and assets authorized for Administration Commission supervision in accordance with the laws. Equity of domestic/oversea listed Company control by Not applicable actual controller in report period Changes of actual controller in reporting period □ Applicable √ Not applicable No changes of actual controllers for the Company in reporting period. Property right and controlling relationship between the actual controller and the Company is as follow Actual controller controlling the Company by entrust or other assets management □ Applicable √ Not applicable 84 深圳市特力(集团)股份有限公司 2021 年年度报告全文 4. The total number of shares pledged by controlling shareholders or the first majority shareholder and its persons acting in concert accounts for 80% of the shares held by them □ Applicable √ Not applicable 5. Particulars about other legal person shareholders with over 10% shares held √Applicable □Not applicable Legal rep./person in Register Main business or Corporate shareholders Date of foundation charge of unit capital management activity Shenzhen Capital Fortune Jewelry Industry 620 million Zhao Hui April 18, 2014 Equity investment Investment Enterprise Yuan (LP) 6. Limitation and reducing the holdings of shares of controlling shareholders, actual controllers, restructuring side and other commitment subjects □ Applicable √ Not applicable IV. The specific implementation of shares buy-back during the reporting period Implementation progress of shares buy-back □ Applicable √ Not applicable Implementation progress of the reduction of repurchases shares by centralized bidding □ Applicable √ Not applicable 85 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Section VIII. Preferred Stock □ Applicable √ Not applicable The Company had no preferred stock in the Period. 86 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Section IX. Bonds □ Applicable √ Not applicable 87 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Section X. Financial Report I. Audit report Type of audit opinion Standard unqualified opinion Signing date of audit report April 7, 2022 RSM Certified Public Accountants (Special General Name of audit institute Partnership) Number of Audit report RSM Shen Zi[2022] No.518Z0182 Name of CPA Li Qiaoyi, Qin Changming Auditor’s Report To the Shareholders of Shenzhen Tellus Holding Co., Ltd.: I. Auditing opinions We have audited the financial statement under the name of Shenzhen Tellus Holding Co., Ltd. (hereinafter referred to as Tellus Group), including the consolidated and parent Company’s balance sheet of 31 December 2021 and profit statement, and cash flow statement, and statement on changes of shareholders’ equity for the year ended, and notes to the financial statements for the year ended. In our opinion, the attached financial statements are in all material respects in accordance with the provision of Accounting Standards for Business Enterprises, and they fairly present the financial status of the Company and of its parent company as of 31 December 2021 and its operation results and cash flows for the year ended. II. Basis of opinion We conducted our audit in accordance with the Auditing Standards for Certified Public Accountants of China. Our responsibilities under those standards are further described in the “Auditor’s Responsibilities for the Audit of the Financial Statements” section of the auditor’s report. We are independent of the Company in accordance with the Certified Public Accountants of China’s Code of Ethics for Professional Accountants, and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. III. Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 88 深圳市特力(集团)股份有限公司 2021 年年度报告全文 (i) Revenue recognition 1. Matter description Found more in the 26 in Note III and the 38 in Note V carried in financial statement Operating revenue of Tellus Group is mainly derived from automobile sales, automotive repair & testing, jewellery sales & service, real estate leasing and services. In 2021, Tellus Group achieved operating revenue of 508,520,026.18 Yuan with 19.82% down from a year earlier. Since the operating revenue is one of the key performance indicators of Tellus Group, there may be an inherent risk that the management of Tellus Group (hereinafter referred to as management) may use inappropriate revenue recognition to achieve specific goals or expectations. Accordingly, we have identified revenue recognition as a key audit matter. 2. Audit response The relevant procedures we have implemented for revenue recognition including: (1) Understand the key internal controls relating to revenue recognition, evaluation the design of these controls, determine whether they are being implemented and test the operating effectiveness of the relevant internal controls; (2) Check major merchandising contracts, real estate leasing contracts and evaluate whether the revenue recognition policy is in compliance with the provision of Accounting Standards for Business Enterprise; (3) Implementing analytical procedures for operating revenue and gross margin on a monthly basis or on products, identify whether there are significant or unusual fluctuations and find out the causes of such fluctuations; (4) Check supporting documents related to revenue recognition by sampling, including merchandise sales contract or real estate contract, invoice, merchandise sales order, delivery receipts and customer sign receipt etc.; (5) Combined with the account receivable letter, confirm the current sales volume to the main customers by sampling; (6) As for the revenue recognized before and after the balance sheet date, check the supporting documents such as invoices, sales orders, delivery receipts and customer sign receipt in a sampling manner, and evaluate whether the operating revenue is recognized in an appropriate period; (7) Check whether the revenue is properly resented in the financial statements in accordance with the Accounting Standards for Business Enterprises. (ii) Recognition of earnings on equity transfer 1. Matter description Found more in the 16 in Note III and the 44 in Note V carried in financial statement Tellus Group achieved an income from investment of 93,780,306.77 yuan for the year of 2021, mainly generated by the earnings from disposing the long-term equity investment. On August 26, 2021, the wholly-owned subsidiary of Tellus Group - Shenzhen Automotive Industry Trading Co., Ltd (hereinafter referred to as Auto Industry Trading Company) transferred the 25% equity of Shenzhen Dongfeng Motor Co., Ltd. (hereinafter 89 深圳市特力(集团)股份有限公司 2021 年年度报告全文 referred to as Dongfeng Company) by way of public listing on Shenzhen United Property and Equity Exchange. The equity transfer earnings are recognized as 66,171,136.41 yuan, accounting for 37.57% of the total profit for whole year of 2021. As the above mentioned equity transfer has a significant impact on the operation performance of the Tellus Group for year of 2021, we considered that the recognition of earnings on equity transfer as a key audit matter. 2. Audit response Relevant procedures implemented for the recognition of earnings on equity transfer mainly includes: (1) Understand, evaluate and testing the key internal controls with equity transfer concerned; (2) Obtain resolution of the Board Meetings with equity transfer transaction concerned, and evaluate whether the transaction has been authorized and approved in an appropriate way; (3) Evaluate the objectivity, independence and professional competence of the fair value (the basis for transaction pricing) appraisal institution through inquires; (4) Checking up on equity transfer agreement, certificate of the receipt of equity transfer payment, equity settlement documents and property transfer procedures, etc., and determining whether the timing of investment income from transfer of the equity of Shenzhen Dongfeng Company is reasonable; (5) Re-calculate the investment earnings resulting from equity transfer and reconciled with the management in calculation; (6) Reviewing whether the disclosure with equity transfer transaction concerned carry in financial statements are compliance with the requirements of Accounting Standards for Business Enterprises. IV. Other information The management of Tellus is responsible for other information which includes the information covered in the Company’s 2020 annual report excluding the financial statement and our audit report. Our audit opinions on the financial statements do not cover other information, and we do not issue any form of authentication conclusions on other information. In combination with our audit of the financial statements, it is our responsibility to read other information and, in doing so, to consider whether there is material inconsistency or material misstatement between the other information and the financial statements or what we learned in the course of our audit. Based on the work we have performed, if we determine that other information is materially misstated, we should report that fact. We have no matters to report in this regard. V. Responsibilities of management and those charged with governance for the financial statements The management is responsible for the preparation of the financial statements in accordance with the Accounting Standards for Enterprise to secure a fair presentation, and for the design, establishment and maintenance of the internal control necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. 90 深圳市特力(集团)股份有限公司 2021 年年度报告全文 In preparing the financial statements, the management is responsible for assessing the Company’s ability to continue as a going concern, disclosing matters related to going concern (if applicable) and using the going concern assumption unless the management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with Tellus Group (hereinafter referred to as the governance) are responsible for overseeing the Company’s financial reporting process. VI. Responsibilities of the auditor for the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an audit report that includes our audit opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the CAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. As part of an audit in accordance with the CAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: (1) Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. (2) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. (3) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management. (4) Conclude on the appropriateness of the management’s use of the going concern assumption and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required by the CAS to draw users’ attention in audit report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify audit opinion. Our conclusions are based on the information obtained up to the date of audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. 91 深圳市特力(集团)股份有限公司 2021 年年度报告全文 (5) Evaluate the overall presentation, structure and content of the financial statements, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. (6) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express audit opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the governance with a statement of our compliance with the ethical requirements relating to our independence and communicate with the governance on all relationships and other matters that may reasonably be considered to affect our independence, as well us the relevant precautions (if applicable). From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in the auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in the auditor’s report because of the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. II. Financial Statement Prepared by Shenzhen Tellus Holding Co., Ltd. Statement in Financial Notes are carried in RMB/CNY 1. Consolidated Balance Sheet Prepared by Shenzhen Tellus Holding Co., Ltd. In RMB Item December 31, 2021 December 31, 2020 Current assets: Monetary funds 240,582,057.16 237,625,698.93 Settlement provisions Capital lent Trading financial assets 412,712,843.84 314,013,869.86 Derivative financial assets Note receivable 92 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Account receivable 18,094,059.92 19,828,510.36 Receivable financing Accounts paid in advance 16,532,227.85 9,847,749.74 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Other account receivable 5,072,970.77 29,269,790.83 Including: Interest receivable Dividend receivable 547,184.35 24,647,732.42 Buying back the sale of financial assets Inventories 25,434,925.04 22,079,679.93 Contractual assets Assets held for sale 530,520.33 Non-current asset due within one year Other current assets 8,596,585.57 6,000,566.69 Total current assets 727,556,190.48 638,665,866.34 Non-current assets: Loans and payments on behalf Debt investment Other debt investment Long-term account receivable Long-term equity investment 88,310,867.47 123,640,955.57 Investment in other equity 10,176,617.20 10,176,617.20 instrument Other non-current financial assets Investment real estate 551,383,294.54 568,246,616.13 Fixed assets 109,438,198.23 119,136,917.91 Construction in progress 210,197,546.72 101,740,485.48 Productive biological asset Oil and gas asset Right-of-use assets 7,336,915.83 93 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Intangible assets 49,589,498.28 51,627,673.21 Expense on Research and Development Goodwill Long-term expenses to be 28,682,636.66 30,714,879.22 apportioned Deferred income tax asset 8,499,551.03 8,498,822.10 Other non-current asset 68,473,888.99 55,993,467.99 Total non-current asset 1,132,089,014.95 1,069,776,434.81 Total assets 1,859,645,205.43 1,708,442,301.15 Current liabilities: Short-term loans Loan from central bank Capital borrowed Trading financial liability Derivative financial liability Note payable Account payable 67,407,763.03 76,583,166.53 Accounts received in advance 1,827,827.28 2,403,580.47 Contractual liability 21,059,311.18 18,988,628.13 Selling financial asset of repurchase Absorbing deposit and interbank deposit Security trading of agency Security sales of agency Wage payable 38,893,597.75 28,365,685.21 Taxes payable 48,522,100.45 21,062,154.32 Other account payable 112,617,963.65 158,663,974.62 Including: Interest payable Dividend payable 46,295.65 Commission charge and commission payable Reinsurance payable Liability held for sale 94 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Non-current liabilities due 3,021,452.25 within one year Other current liabilities 2,367,994.70 2,237,573.19 Total current liabilities 295,718,010.29 308,304,762.47 Non-current liabilities: Insurance contract reserve Long-term loans 86,875,874.39 11,171,759.33 Bonds payable Including: Preferred stock Perpetual capital securities Lease liability 4,474,543.09 Long-term account payable 3,920,160.36 3,920,160.36 Long-term wages payable Accrual liability 268,414.80 268,414.80 Deferred income 10,235,331.21 131,102.38 Deferred income tax liabilities 963,045.49 Other non-current liabilities Total non-current liabilities 106,737,369.34 15,491,436.87 Total liabilities 402,455,379.63 323,796,199.34 Owner’s equity: Share capital 431,058,320.00 431,058,320.00 Other equity instrument Including: Preferred stock Perpetual capital securities Capital public reserve 431,449,554.51 431,449,554.51 Less: Inventory shares Other comprehensive income 26,422.00 26,422.00 Reasonable reserve Surplus public reserve 26,546,480.09 23,848,485.62 Provision of general risk Retained profit 543,843,496.85 424,141,893.34 Total owner’ s equity attributable to 1,432,924,273.45 1,310,524,675.47 parent company 95 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Minority interests 24,265,552.35 74,121,426.34 Total owner’ s equity 1,457,189,825.80 1,384,646,101.81 Total liabilities and owner’ s equity 1,859,645,205.43 1,708,442,301.15 Legal Representative: Fu Chunlong Person in charge of Accounting Works: Lou Hong Person in charge of Accounting Institution: Lou Hong 2. Balance Sheet of Parent Company In RMB Item December 31, 2021 December 31, 2020 Current assets: Monetary funds 96,860,811.12 71,772,303.28 Trading financial assets 346,485,780.83 118,484,941.09 Derivative financial assets Note receivable Account receivable 119,014.41 249,428.20 Receivable financing Accounts paid in advance 180,505.50 Other account receivable 90,401,592.58 126,970,097.13 Including: Interest receivable Dividend 547,184.35 547,184.35 receivable Inventories Contractual assets Assets held for sale Non-current assets maturing within one year Other current assets Total current assets 534,047,704.44 317,476,769.70 Non-current assets: Debt investment Other debt investment Long-term receivables 96 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Long-term equity investments 781,100,340.20 876,760,784.88 Investment in other equity 10,176,617.20 10,176,617.20 instrument Other non-current financial assets Investment real estate 29,425,213.32 31,971,205.42 Fixed assets 17,792,917.53 19,082,604.22 Construction in progress 210,072,702.40 100,252,309.72 Productive biological assets Oil and natural gas assets Right-of-use assets Intangible assets 48,214,014.93 50,135,951.98 Research and development costs Goodwill Long-term deferred expenses 8,853,627.44 8,786,280.69 Deferred income tax assets 3,398,437.68 3,397,708.75 Other non-current assets 32,375,515.49 27,427,939.18 Total non-current assets 1,141,409,386.19 1,127,991,402.04 Total assets 1,675,457,090.63 1,445,468,171.74 Current liabilities: Short-term borrowings Trading financial liability Derivative financial liability Notes payable Account payable 344,098.18 267,841.07 Accounts received in advance 60,656.39 682,934.41 Contractual liability Wage payable 25,851,294.89 15,784,381.93 Taxes payable 1,873,430.60 1,123,476.72 Other accounts payable 471,549,476.87 345,894,297.23 Including: Interest payable Dividend payable Liability held for sale Non-current liabilities due within one year 97 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Other current liabilities Total current liabilities 499,678,956.93 363,752,931.36 Non-current liabilities: Long-term loans 86,875,874.39 11,171,759.33 Bonds payable Including: Preferred stock Perpetual capital securities Lease liability Long-term account payable Long term employee compensation payable Accrued liabilities Deferred income Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 86,875,874.39 11,171,759.33 Total liabilities 586,554,831.32 374,924,690.69 Owners’ equity: Share capital 431,058,320.00 431,058,320.00 Other equity instrument Including: Preferred stock Perpetual capital securities Capital public reserve 428,256,131.23 428,256,131.23 Less: Inventory shares Other comprehensive income Special reserve Surplus reserve 26,546,480.09 23,848,485.62 Retained profit 203,041,327.99 187,380,544.20 Total owner’s equity 1,088,902,259.31 1,070,543,481.05 Total liabilities and owner’s equity 1,675,457,090.63 1,445,468,171.74 3. Consolidated Profit Statement In RMB 98 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Item 2021 2020 I. Total operating income 508,520,026.18 424,419,203.34 Including: Operating income 508,520,026.18 424,419,203.34 Interest income Insurance gained Commission charge and commission income II. Total operating cost 429,932,421.97 377,759,171.82 Including: Operating cost 352,929,715.81 319,261,201.59 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 Tax and extras 6,944,096.18 4,104,477.41 Sales expense 27,178,175.03 17,715,132.43 Administrative expense 47,151,316.69 39,984,244.07 R&D expense Financial expense -4,270,881.74 -3,305,883.68 Including: Interest 2,253,915.94 1,042,694.54 expenses Interest 6,538,484.64 4,473,218.76 income Add: Other income 2,970,055.35 1,566,918.68 Investment income (Loss is 93,780,306.77 23,458,405.59 listed with “-”) Including: Investment income on affiliated company and joint 17,874,805.32 14,962,411.52 venture The termination of income recognition for financial assets 99 深圳市特力(集团)股份有限公司 2021 年年度报告全文 measured by amortized cost Exchange income (Loss is listed with “-”) Net exposure hedging income (Loss is listed with “-”) Income from change of fair 663,932.88 316,475.19 value (Loss is listed with “-”) Loss of credit impairment 38,129.28 1,528,748.01 (Loss is listed with “-”) Losses of devaluation of -812,607.69 -23,818.95 asset (Loss is listed with “-”) Income from assets disposal 158,228.49 (Loss is listed with “-”) III. Operating profit (Loss is listed with 175,385,649.29 73,506,760.04 “-”) Add: Non-operating income 768,055.65 3,289,158.12 Less: Non-operating expense 37,503.15 92,751.70 IV. Total profit (Loss is listed with “-”) 176,116,201.79 76,703,166.46 Less: Income tax expense 44,063,670.71 16,397,936.55 V. Net profit (Net loss is listed with 132,052,531.08 60,305,229.91 “-”) (i) Classify by business continuity 1.continuous operating net profit 132,052,531.08 60,305,229.91 (net loss listed with ‘-”) 2.termination of net profit (net loss listed with ‘-”) (ii) Classify by ownership 1.Net profit attributable to 131,020,764.38 57,663,828.89 owner’s of parent company 2.Minority shareholders’ gains 1,031,766.70 2,641,401.02 and losses VI. Net after-tax of other comprehensive income Net after-tax of other comprehensive income attributable to owners of parent company (I) Other comprehensive income items which will not be reclassified 100 深圳市特力(集团)股份有限公司 2021 年年度报告全文 subsequently to profit of loss 1.Changes of the defined benefit plans that re-measured 2.Other comprehensive income under equity method that cannot be transfer to gain/loss 3.Change of fair value of investment in other equity instrument 4.Fair value change of enterprise's credit risk 5. Other (ii) Other comprehensive income items which will be reclassified subsequently to profit or loss 1.Other comprehensive income under equity method that can transfer to gain/loss 2.Change of fair value of other debt investment 3.Amount of financial assets re-classify to other comprehensive income 4.Credit impairment provision for other debt investment 5.Cash flow hedging reserve 6.Translation differences arising on translation of foreign currency financial statements 7.Other Net after-tax of other comprehensive income attributable to minority shareholders VII. Total comprehensive income 132,052,531.08 60,305,229.91 Total comprehensive income attributable to owners of parent 131,020,764.38 57,663,828.89 Company Total comprehensive income 1,031,766.70 2,641,401.02 attributable to minority shareholders 101 深圳市特力(集团)股份有限公司 2021 年年度报告全文 VIII. Earnings per share: (i) Basic earnings per share 0.3040 0.1338 (ii) Diluted earnings per share 0.3040 0.1338 As for the enterprise combination under the same control, the net profit achieved by the combined party before consolidation was 0 Yuan in the period while 0 Yuan achieved last period Legal Representative: Fu Chunlong Person in charge of Accounting Works: Lou Hong Person in charge of Accounting Institution: Lou Hong 4. Profit Statement of Parent Company In RMB Item 2021 2020 I. Operating income 50,382,988.38 37,241,063.15 Less: Operating cost 15,225,250.76 10,754,749.28 Taxes and surcharge 1,563,395.23 1,176,003.82 Sales expenses Administration expenses 37,305,543.73 27,966,422.98 R&D expenses Financial expenses -2,644,425.65 -1,876,961.86 Including: Interest expenses Interest 2,593,770.67 -1,876,961.86 income Add: Other income 42,502.63 21,849.42 Investment income (Loss is 28,187,188.70 33,827,292.08 listed with “-”) Including: Investment income on affiliated Company and 18,339,555.32 22,156,744.28 joint venture The termination of income recognition for financial assets measured by amortized cost (Loss is listed with “-”) Net exposure hedging income (Loss is listed with “-”) 102 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Changing income of fair 745,798.64 160,557.53 value (Loss is listed with “-”) Loss of credit impairment -2,107.49 639,993.94 (Loss is listed with “-”) Losses of devaluation of -4,998,000.00 asset (Loss is listed with “-”) Income on disposal of assets (Loss is listed with “-”) II. Operating profit (Loss is listed 27,906,606.79 28,872,541.90 with “-”) Add: Non-operating income 345,457.00 2,000.00 Less: Non-operating expense 18,810.00 III. Total Profit (Loss is listed with 28,252,063.79 28,855,731.90 “-”) Less: Income tax 1,272,119.13 445,762.97 IV. Net profit (Net loss is listed with 26,979,944.66 28,409,968.93 “-”) (i) continuous operating net 26,979,944.66 28,409,968.93 profit (net loss listed with ‘-”) (ii) termination of net profit (net loss listed with ‘-”) V. Net after-tax of other comprehensive income (i) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1.Changes of the defined benefit plans that re-measured 2.Other comprehensive income under equity method that cannot be transfer to gain/loss 3.Change of fair value of investment in other equity instrument 4.Fair value change of enterprise's credit risk 5. Other (ii) Other comprehensive income items which will be reclassified 103 深圳市特力(集团)股份有限公司 2021 年年度报告全文 subsequently to profit or loss 1.Other comprehensive income under equity method that can transfer to gain/loss 2.Change of fair value of other debt investment 3.Amount of financial assets re-classify to other comprehensive income 4.Credit impairment provision for other debt investment 5.Cash flow hedging reserve 6.Translation differences arising on translation of foreign currency financial statements 7.Other VI. Total comprehensive income 26,979,944.66 28,409,968.93 VII. Earnings per share: (i) Basic earnings per share (ii) Diluted earnings per share 5. Consolidated Cash Flow Statement In RMB Item 2021 2020 I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 569,337,075.41 564,587,333.62 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 104 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Net cash received from reinsurance business Net increase of insured savings and investment Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Net cash received by agents in sale and purchase of securities Write-back of tax received Other cash received concerning 23,982,581.39 16,119,424.38 operating activities Subtotal of cash inflow arising from 593,319,656.80 580,706,758.00 operating activities Cash paid for purchasing commodities and receiving labor 353,121,840.30 316,124,308.90 service Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation Net increase of capital lent Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and 59,390,161.24 55,902,432.37 workers Taxes paid 36,031,576.13 82,073,162.16 Other cash paid concerning 18,164,344.23 17,501,551.69 operating activities Subtotal of cash outflow arising from 466,707,921.90 471,601,455.12 operating activities Net cash flows arising from operating 126,611,734.90 109,105,302.88 105 深圳市特力(集团)股份有限公司 2021 年年度报告全文 activities II. Cash flows arising from investing activities: Cash received from recovering 1,539,526,090.00 1,372,569,181.67 investment Cash received from investment 47,997,386.49 42,049,595.57 income Net cash received from disposal of fixed, intangible and other 495,926.60 922,066.49 long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning 1,931,753.79 50,069,962.11 investing activities Subtotal of cash inflow from 1,589,951,156.88 1,465,610,805.84 investing activities Cash paid for purchasing fixed, 138,364,122.34 172,620,388.10 intangible and other long-term assets Cash paid for investment 1,582,280,000.00 1,590,780,000.00 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 1,720,644,122.34 1,763,400,388.10 investing activities Net cash flows arising from investing -130,692,965.46 -297,789,582.26 activities III. Cash flows arising from financing activities: Cash received from absorbing 7,000,000.00 investment Including: Cash received from absorbing minority shareholders’ 7,000,000.00 investment by subsidiaries Cash received from loans 75,601,270.39 11,171,759.33 Other cash received concerning 24,800,000.00 financing activities 106 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Subtotal of cash inflow from 75,601,270.39 42,971,759.33 financing activities Cash paid for settling debts Cash paid for dividend and 12,289,486.85 21,825,829.24 profit distributing or interest paying Including: Dividend and profit of minority shareholder paid by 1,928,433.70 3,767,675.45 subsidiaries Other cash paid concerning 56,273,820.35 24,800,000.00 financing activities Subtotal of cash outflow from 68,563,307.20 46,625,829.24 financing activities Net cash flows arising from financing 7,037,963.19 -3,654,069.91 activities IV. Influence on cash and cash equivalents due to fluctuation in 236,196.60 132,748.11 exchange rate V. Net increase of cash and cash 3,192,929.23 -192,205,601.18 equivalents Add: Balance of cash and cash 208,462,656.63 400,668,257.81 equivalents at the period -begin VI. Balance of cash and cash 211,655,585.86 208,462,656.63 equivalents at the period -end 6. Cash Flow Statement of Parent Company In RMB Item 2021 2020 I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 52,499,175.63 40,034,070.19 services Write-back of tax received Other cash received concerning 162,079,161.08 89,340,030.37 operating activities Subtotal of cash inflow arising from 214,578,336.71 129,374,100.56 operating activities Cash paid for purchasing 107 深圳市特力(集团)股份有限公司 2021 年年度报告全文 commodities and receiving labor service Cash paid to/for staff and 27,385,052.19 25,364,055.45 workers Taxes paid 4,272,039.88 56,569,832.96 Other cash paid concerning 5,841,119.30 10,874,977.81 operating activities Subtotal of cash outflow arising from 37,498,211.37 92,808,866.22 operating activities Net cash flows arising from operating 177,080,125.34 36,565,234.34 activities II. Cash flows arising from investing activities: Cash received from recovering 748,000,000.00 522,000,000.00 investment Cash received from investment 20,498,702.12 30,170,547.80 income Net cash received from disposal of fixed, intangible and other long-term assets Net cash received from disposal 103,777,307.13 of subsidiaries and other units Other cash received concerning 910,112.34 investing activities Subtotal of cash inflow from 873,186,121.59 552,170,547.80 investing activities Cash paid for purchasing fixed, 115,295,464.00 94,282,308.52 intangible and other long-term assets Cash paid for investment 975,000,000.00 618,747,000.00 Net cash received from subsidiaries and other units obtained Other cash paid concerning investing activities Subtotal of cash outflow from 1,090,295,464.00 713,029,308.52 investing activities Net cash flows arising from investing -217,109,342.41 -160,858,760.72 activities III. Cash flows arising from financing activities: 108 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Cash received from absorbing investment Cash received from loans 75,601,270.39 11,171,759.33 Other cash received concerning 24,800,000.00 financing activities Subtotal of cash inflow from 75,601,270.39 35,971,759.33 financing activities Cash paid for settling debts Cash paid for dividend and 10,314,757.50 18,104,449.44 profit distributing or interest paying Other cash paid concerning 24,800,000.00 financing activities Subtotal of cash outflow from 10,314,757.50 42,904,449.44 financing activities Net cash flows arising from financing 65,286,512.89 -6,932,690.11 activities IV. Influence on cash and cash equivalents due to fluctuation in 67,783.02 133,134.43 exchange rate V. Net increase of cash and cash 25,325,078.84 -131,093,082.06 equivalents Add: Balance of cash and cash 42,609,260.98 173,702,343.04 equivalents at the period -begin VI. Balance of cash and cash 67,934,339.82 42,609,260.98 equivalents at the period -end 7. Statement of Changes in Owners’ Equity (Consolidated) This Period In RMB 2021 Owners’ equity attributable to the parent Company Other Less Othe Tota Prov equity : r Reas Min l Item Sha Capi Surp ision Reta instrument Inve com onab ority own re tal lus of ined Othe Subt ntor preh le inter ers’ Pre Per cap reser reser gene profi r otal Ot y ensi reser ests equit fer pet ital ve ve ral t her shar ve ve y red ual risk sto cap es inco 109 深圳市特力(集团)股份有限公司 2021 年年度报告全文 ck ital me sec urit ies 431 431, 23,8 424, 1,31 74,1 1,38 I. The ending ,05 26,4 449, 48,4 141, 0,52 21,4 4,64 balance of the 8,3 22.0 554. 85.6 893. 4,67 26.3 6,10 previous year 20. 0 51 2 34 5.47 4 1.81 00 Add: Changes of accounting policy Error correction of the last period Enterpris e combine under the same control Other 431 II. The 431, 23,8 424, 1,31 74,1 1,38 ,05 26,4 beginning 449, 48,4 141, 0,52 21,4 4,64 8,3 22.0 balance of the 554. 85.6 893. 4,67 26.3 6,10 20. 0 current year 51 2 34 5.47 4 1.81 00 III. Increase/ Decrease in 119, 122, -49, 72,5 2,69 the period 701, 399, 855, 43,7 7,99 (Decrease is 603. 597. 873. 23.9 4.47 listed with 51 98 99 9 “-”) 131, 131, 132, (i) Total 1,03 020, 020, 052, comprehensiv 1,76 764. 764. 531. e income 6.70 38 38 08 (ii) Owners’ -50, -50, devoted and 000, 000, decreased 000. 000. capital 00 00 1.Common -50, -50, 110 深圳市特力(集团)股份有限公司 2021 年年度报告全文 shares 000, 000, invested by 000. 000. shareholders 00 00 2. Capital invested by holders of other equity instruments 3. Amount reckoned into owners equity with share-based payment 4. Other -11, -8,6 -1,9 -10, 2,69 (iii) Profit 319, 21,1 28,4 549, 7,99 distribution 160. 66.4 33.7 600. 4.47 87 0 0 10 -2,6 1. Withdrawal 2,69 97,9 of surplus 7,99 94.4 reserves 4.47 7 2. Withdrawal of general risk provisions 3. -8,6 -8,6 10,5 1,92 Distribution 21,1 21,1 49,6 8,43 for owners (or 66.4 66.4 00.1 3.70 shareholders) 0 0 0 4. Other (iv) Carrying forward internal owners’ equity 1. Capital reserves conversed to capital (share 111 深圳市特力(集团)股份有限公司 2021 年年度报告全文 capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4. Carry-over retained earnings from the defined benefit plans 5. Carry-over retained earnings from other comprehensiv e income 6. Other (v) Reasonable reserve 1. Withdrawal in the report period 2. Usage in the report period 1,04 1,04 (vi) Others 0,79 0,79 3.01 3.01 431 431, 26,5 543, 1,43 24,2 1,45 IV. Balance at ,05 26,4 449, 46,4 843, 2,92 65,5 7,18 the end of the 8,3 22.0 554. 80.0 496. 4,27 52.3 9,82 period 20. 0 51 9 85 3.45 5 5.80 00 Last Period In RMB 112 深圳市特力(集团)股份有限公司 2021 年年度报告全文 2020 Owners’ equity attributable to the parent Company Other equity instrument Pe Othe Less rpe r Prov Total : Reas Mino Sha tua Capi com Surp ision Reta owne Item Inve onab rity Pr rs’ re l tal preh lus of ined Othe Subt efe ntor le intere cap ca reser ensi reser gene profi r otal equit rre Oth y reser sts ital pit ve ve ve ral t y d er shar ve al inco risk sto es sec me ck uri tie s 431 I. The ending 431, 21,0 387, 1,27 1,339 ,05 26,4 68,24 balance of 449, 07,4 423, 0,96 ,212, 8,3 22.0 7,700 the previous 554. 88.7 510. 5,29 996.7 20. 0 .77 year 51 3 78 6.02 9 00 Add: Changes of accounting policy Error correction of the last period Enterpri se combine under the same control Other II. The 431 431, 21,0 387, 1,27 1,339 beginning ,05 26,4 68,24 449, 07,4 423, 0,96 ,212, balance of 8,3 22.0 7,700 554. 88.7 510. 5,29 996.7 the current 20. 0 .77 51 3 78 6.02 9 year 00 III. Increase/ 2,84 36,7 39,5 5,873 45,43 Decrease in 0,99 18,3 59,3 ,725. 3,105 113 深圳市特力(集团)股份有限公司 2021 年年度报告全文 the period 6.89 82.5 79.4 57 .02 (Decrease is 6 5 listed with “-”) 57,6 57,6 (i) Total 2,641 60,30 63,8 63,8 comprehensi ,401. 5,229 28.8 28.8 ve income 02 .91 9 9 (ii) Owners’ 7,000 7,000 devoted and ,000. ,000. decreased 00 00 capital 1.Common 7,000 7,000 shares ,000. ,000. invested by 00 00 shareholders 2. Capital invested by holders of other equity instruments 3. Amount reckoned into owners equity with share-based payment 4. Other -20, -18, 2,84 -3,76 -21,8 (iii) Profit 945, 104, 0,99 7,675 72,12 distribution 446. 449. 6.89 .45 4.89 33 44 1. -2,8 2,84 Withdrawal 40,9 0,99 of surplus 96.8 6.89 reserves 9 2. Withdrawal of general risk provisions 114 深圳市特力(集团)股份有限公司 2021 年年度报告全文 3. -18, -18, Distribution -3,76 -21,8 104, 104, for owners 7,675 72,12 449. 449. (or .45 4.89 44 44 shareholders) 4. Other (iv) Carrying forward internal owners’ equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4. Carry-over retained earnings from the defined benefit plans 5. Carry-over retained earnings from other comprehensi ve income 6. Other (v) Reasonable 115 深圳市特力(集团)股份有限公司 2021 年年度报告全文 reserve 1. Withdrawal in the report period 2. Usage in the report period (vi) Others 431 431, 23,8 424, 1,31 1,384 IV. Balance ,05 26,4 74,12 449, 48,4 141, 0,52 ,646, at the end of 8,3 22.0 1,426 554. 85.6 893. 4,67 101.8 the period 20. 0 .34 51 2 34 5.47 1 00 8. Statement of Changes in Owners’ Equity (Parent Company) This Period In RMB 2021 Other equity instrument Other Perp Capita Less: compr Reaso Surplu Retai Share Total Item etual l Invent ehensi nable s ned capit Prefe Other owners’ capit Othe reserv ory ve reserv reserv profi al rred equity al r e shares incom e e t stock secur e ities 187, I. The ending 431,0 428,25 23,848 380, 1,070,54 balance of the 58,32 6,131. ,485.6 544. 3,481.05 previous year 0.00 23 2 20 Add: Changes of accounting policy Error correction of the last period Other 116 深圳市特力(集团)股份有限公司 2021 年年度报告全文 II. The 187, 431,0 428,25 23,848 beginning 380, 1,070,54 58,32 6,131. ,485.6 balance of the 544. 3,481.05 0.00 23 2 current year 20 III. Increase/ 15,6 Decrease in 2,697, 60,7 18,358,7 the period 994.47 83.7 78.26 (Decrease is 9 listed with “-”) 26,9 (i) Total 79,9 26,979,9 comprehensive 44.6 44.66 income 6 (ii) Owners’ devoted and decreased capital 1.Common shares invested by shareholders 2. Capital invested by holders of other equity instruments 3. Amount reckoned into owners equity with share-based payment 4. Other -11,3 (iii) Profit 2,697, 19,1 -8,621,1 distribution 994.47 60.8 66.40 7 1. Withdrawal -2,69 2,697, of surplus 7,99 994.47 reserves 4.47 2. Distribution -8,62 -8,621,1 117 深圳市特力(集团)股份有限公司 2021 年年度报告全文 for owners (or 1,16 66.40 shareholders) 6.40 3. Other (iv) Carrying forward internal owners’ equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4. Carry-over retained earnings from the defined benefit plans 5. Carry-over retained earnings from other comprehensive income 6. Other (v) Reasonable reserve 1. Withdrawal in the report period 2. Usage in the report period (vi) Others 118 深圳市特力(集团)股份有限公司 2021 年年度报告全文 203, IV. Balance at 431,0 428,25 26,546 041, 1,088,90 the end of the 58,32 6,131. ,480.0 327. 2,259.31 period 0.00 23 9 99 Last period In RMB 2020 Other equity instrument Other Perp Shar Capit Less: compr Surpl Pref etual Reason Total Item e al Invent ehensi us Retaine erre capit able Other owners’ capit Othe reserv ory ve reserv d profit d al reserve equity al r e shares incom e stoc secu e k ritie s 431, I. The ending 428,2 21,00 179,91 058, 1,060,23 balance of the 56,13 7,488 6,021.6 320. 7,961.56 previous year 1.23 .73 0 00 Add: Changes of accounting policy Error correction of the last period Other II. The 431, 428,2 21,00 179,91 beginning 058, 1,060,23 56,13 7,488 6,021.6 balance of the 320. 7,961.56 1.23 .73 0 current year 00 III. Increase/ Decrease in 2,840 the period 7,464,5 10,305,5 ,996. (Decrease is 22.60 19.49 89 listed with “-”) (i) Total 28,409, 28,409,9 comprehensiv 968.93 68.93 119 深圳市特力(集团)股份有限公司 2021 年年度报告全文 e income (ii) Owners’ devoted and decreased capital 1.Common shares invested by shareholders 2. Capital invested by holders of other equity instruments 3. Amount reckoned into owners equity with share-based payment 4. Other 2,840 (iii) Profit -20,945 -18,104,4 ,996. distribution ,446.33 49.44 89 1. 2,840 Withdrawal -2,840, ,996. of surplus 996.89 89 reserves 2. Distribution -18,104 -18,104,4 for owners ,449.44 49.44 (or shareholders) 3. Other (iv) Carrying forward internal owners’ equity 1. Capital reserves 120 深圳市特力(集团)股份有限公司 2021 年年度报告全文 conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4. Carry-over retained earnings from the defined benefit plans 5. Carry-over retained earnings from other comprehensiv e income 6. Other (v) Reasonable reserve 1. Withdrawal in the report period 2. Usage in the report period (vi) Others 431, IV. Balance at 428,2 23,84 187,38 058, 1,070,54 the end of the 56,13 8,485 0,544.2 320. 3,481.05 period 1.23 .62 0 00 Shenzhen Tellus Holding Co., Ltd. 121 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Notes to the Financial Statements For the year ended 31 December 2021 (All amounts are expressed in Chinese Yuan (“CNY”) unless otherwise stated) Note 1. BASIC INFORMATION ABOUT THE COMPANY 1.1 Corporate Information Shenzhen Tellus Holding Co., Ltd. (hereinafter referred to as “ the Company ” ) was developed from the Shenzhen Machinery Industry Co., Ltd, which was registered in Shenzhen Administration for Industry and Commerce on November 10, 1986. The company now holds a business license with a unified social credit code of 91440300192192210U, with a registered capital of CNY 431,058,320.00 and a total of 431,058,320.00 shares, including 392,778,320.00 shares A and 38,280,000.00 shares B. In 1993, with the approval of the reply on the reorganization of Shenzhen Tellus Machinery Co., Ltd. into a public company limited by shares (Shen Fu Ban Fu [1992] No. 1850) issued by the General Office of Shenzhen Municipal People's Government and the reply on the issuance of shares by Shenzhen Tellus electromechanical Co., Ltd. (Shen Ren Yin Fu Zi [1993] No. 092) issued by the Shenzhen Special Economic Zone Branch of the people's Bank of China, the company issued shares for the first time and was reorganized into a public company limited by shares. At this moment, the whole share capital is 166.88 million shares, including the original 120.9 million shares with 45.98 million new shares. The new share is divided into two parts: A Share - 25.98 million shares, B Share - 20.00 million shares. The par value of the company's shares is CNY 1 per share. On June 21, 1993, the company's shares were listed and traded in Shenzhen Stock Exchange. According to the decision made by general meeting of shareholders in 1993, the Company distributed a 2 for 10 bonus shares with cash dividend of CNY 0.5. After that, the whole capital changed into CNY 200,256,000.00. On 28 May 1995, the Group shareholder meeting agreed about plan of distributing bonus and increasing capital. On the basis of 200,256,000 shares in the end of 1994, the Group distributed 0.5 of 10 shares, and give CNY 0.5 from every increasing 0.5 share capital. After that, the Group’s share capital increased to CNY 220,281,600.00. According to the 19th special meeting of the 7th Board Meeting on April 21st,2015, and the 4th stockholders’ meeting on June 3rd, 2015, the Company private issued CNY ordinary shares (A shares) 77,000,000.00 shares to Shenzhen Special Economic Zone Development Group Co., Ltd., Ltd and Shenzhen Yuanzhifuhai jewelry industry investment enterprise (limited partnership). After that, the Company’s capital increased to CNY 297,281,600.00. According to the decision made by general meeting of shareholders in 2018, the Company distributed a 4.5 for 10 bonus shares. The whole share capital changed into CNY 431,058,320.00. 122 深圳市特力(集团)股份有限公司 2021 年年度报告全文 The main business activities of the company: automobile sales, automobile maintenance and testing, jewelry operation, property leasing and services, etc. The financial statements were approved and authorized for issue, upon the resolution of the Company’s Board of Directors meeting on April 7,2022. 1.2 Scope of Consolidation (a) Incorporated subsidiaries of the Company At 31 December 2021, subsidiaries of the Company are as follows: Proportion of Sequence Abbreviation of Shareholding (or similar Name of Subsidiaries Number Subsidiaries equity interest) (%) Direct Indirect 深圳市特力新永通汽车发展有限 公 司 (Shenzhen Tellus Xinyongtong 1 5.00 95.00 Xinyongtong Automobile Automobile Development Co., Ltd.*) 深圳市宝安石泉实业有限公司 2 (Shenzhen Bao ’ an Shiquan Bao’an Shiquan 100.00 Industrial Co., Ltd.*) 深圳市特发特力房地产有限公司 SDG Tellus Real 3 (Shenzhen SDG Tellus Real Estate 100.00 Estate Co., Ltd.*) 深圳市特力创盈科技有限公司 Chuangying 4 (Shenzhen Tellus Chuangying 100.00 Technology Technology Co., Ltd.*) 深圳市新永通机动车检测设备有 限 公 司 (Shenzhen Xinyongtong Xinyongtong 5 51.00 Auto Vehicle Inspection Equipment Inspection Co., Ltd. *) 深圳市汽车工业贸易有限公司 Automobile Industry 6 (Shenzhen Automobile Industry and 100.00 and Trade Trade Co., Ltd.*) 深圳市汽车工业供销公司 Automobile Industry 7 100.00 (Shenzhen Automobile Industry Supply and 123 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Proportion of Sequence Abbreviation of Shareholding (or similar Name of Subsidiaries Number Subsidiaries equity interest) (%) Direct Indirect Supply and Marketing Co., Ltd.*) Marketing 深圳特发华日汽车企业有限公司 8 (Shenzhen SDG Huari Automobile Huari Automobile 60.00 Enterprise Co., Ltd.*) 深圳市华日安信汽车检测有限公 Anxin Automobile 9 司 (Shenzhen Huari Anxin 100.00 Inspection Automobile Inspection Co., Ltd.*) 深圳市中天实业有限公司 10 (Shenzhen Zhongtian Industrial Co., Zhongtian 100.00 Ltd.*) 深圳市华日丰田汽车销售服务有 11 限 公 司 (Shenzhen Huari Toyota Huari Toyota 60.00 Auto Sales Service Co., Ltd.*) 深圳市特力宝库供应链科技有限 公 司 (Shenzhen Tellus Baoku 12 Tellus Baoku 100.00 Supply Chain Technology Co., Ltd.*) 深圳珠宝产业服务有限公司 13 (Shenzhen Jewelry Industry Service Shenzhen Jewelry 65.00 Co. Ltd.*) 上海泛粤钻石有限公司 (Shanghai 14 Shanghai Fanyue 100.00 fanyue diamond Co., Ltd. *) For details of the subsidiaries mentioned above, please refer to Note 7 INTEREST IN OTHER ENTITIES (b) Change of the scope of consolidation The newly increased subsidiaries during the reporting period are as follows: Sequence Abbreviation of Reporting Period Reason of Name of Subsidiaries Number Subsidiaries Incorporation 上海泛粤钻石有限公司 Newly 1 Shanghai Fanyue 2021 (Shanghai fanyue established 124 深圳市特力(集团)股份有限公司 2021 年年度报告全文 diamond Co., Ltd. *) he newly decreased subsidiaries during the reporting period are as follows: Sequence Abbreviation of Reporting Period Reason of Name of Subsidiaries Number Subsidiaries Incorporation 四川特力珠宝科技有限 公 司 (Sichuan Tellus Liquidation & 1 Sichuan Jewelry 2021 Jewelry Technology Co., Cancellation Ltd. *) 安徽特力星光珠宝投资 有 限 公 司 (Anhui Tellus Liquidation & 2 Tellus Seon 2021 Seon Jewelry Investment Cancellation Co., Ltd. *) 安徽特力星光金尊珠宝 有 限 公 司 (Anhui Tellus Liquidation & 3 Tellus Seon Jinzun 2021 Seon Jinzun Jewelry Co., Cancellation Ltd*) For the details of the change of consolidation scope, please refer to Note 6 CHANGES IN THE SCOPE OF CONSOLIDATION. Note 2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS 2.1 Basis of Preparation Based on going concern, according to actually occurred transactions and events, the Company prepares its financial statements in accordance with the Accounting Standards for Business Enterprises – Basic standards and concrete accounting standards, Accounting Standards for Business Enterprises – Application Guidelines, Accounting Standards for Business Enterprises – Interpretations and other relevant provisions (collectively known as “ Accounting Standards for Business Enterprises, issued by Ministry of Finance of PRC”). 2.2 Going Concern The Company has assessed its ability to continually operate for the next twelve months from the end of the reporting period, and no any matters that may result in doubt on its ability as a going concern were noted. Therefore, it is reasonable for the Company to prepare financial statements on the going concern basis. 125 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Note 3. SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES The following significant accounting policies and accounting estimates of the Company are formulated in accordance with the Accounting Standards for Business Enterprises. Businesses not mentioned are complied with relevant accounting policies of the Accounting Standards for Business Enterprises. 3.1 Statement of Compliance with the Accounting Standards for Business Enterprises The Company prepares its financial statements in accordance with the requirements of the Accounting Standards for Business Enterprises, truly and completely reflecting the Company ’ s financial position as at 31 December 2020, and its operating results, changes in shareholders' equity, cash flows and other related information for the year then ended. 3.2 Accounting Period The accounting year of the Company is from January 1 to December 31 in calendar year. 3.3 Operating Cycle The normal operating cycle of the Company is twelve months. 3.4 Functional Currency The Company takes Chinese Yuan (“CNY”) as the functional currency. The Company’ overseas subsidiaries choose the currency of the primary economic environment in which the subsidiaries operate as the functional currency. 3.5 Accounting Treatment of Business Combinations under and not under Common Control (a) Business combinations under common control The assets and liabilities that the Company obtains in a business combination under common control shall be measured at their carrying amount of the acquired entity at the combination date. If the accounting policy adopted by the acquired entity is different from that adopted by the acquiring entity, the acquiring entity shall, according to accounting policy it adopts, adjust the relevant items in the financial statements of the acquired party based on the principal of materiality. As for the difference between the carrying amount of the net assets obtained by the acquiring entity and the carrying amount of the consideration paid by it, the capital reserve (capital premium or share premium) shall be adjusted. If the capital reserve (capital premium or share premium) is not sufficient to absorb the difference, any excess shall be adjusted against retained earnings. For the accounting treatment of business combination under common control by step acquisitions, please refer to Note 3.6 (6). (b) Business combinations not under common control The assets and liabilities that the Company obtains in a business combination not under common control shall be measured at their fair value at the acquisition date. If the accounting policy adopted by the acquired entity is different from that adopted by the 126 深圳市特力(集团)股份有限公司 2021 年年度报告全文 acquiring entity, the acquiring entity shall, according to accounting policy it adopts, adjust the relevant items in the financial statements of the acquired entity based on the principal of materiality. The acquiring entity shall recognize the positive balance between the combination costs and the fair value of the identifiable net assets it obtains from the acquired entity as goodwill. The acquiring entity shall, pursuant to the following provisions, treat the negative balance between the combination costs and the fair value of the identifiable net assets it obtains from the acquired entity: (i) It shall review the measurement of the fair values of the identifiable assets, liabilities and contingent liabilities it obtains from the acquired entity as well as the combination costs; (ii) If, after the review, the combination costs are still less than the fair value of the identifiable net assets it obtains from the acquired entity, the balance shall be recognized in profit or loss of the reporting period. For the accounting treatment of business combination under the same control by step acquisitions, please refer to Note 3.6 (f). (c) Treatment of business combination related costs The intermediary costs such as audit, legal services and valuation consulting and other related management costs that are directly attributable to the business combination shall be charged in profit or loss in the period in which they are incurred. The costs to issue equity or debt securities for the consideration of business combination shall be recorded as a part of the value of the respect equity or debt securities upon initial recognition. 3.6 Method of Preparing the Consolidated Financial Statements (a) Scope of consolidation The scope of consolidated financial statements shall be determined on the basis of control. It not only includes subsidiaries determined based on voting power (or similar) or other arrangement, but also structured entities under one or several contract arrangements. Control exists when the Company has all the following: power over the investee; exposure, or rights to variable returns from the Company’s involvement with the investee; and the ability to use its power over the investee to affect the amount of the investor’s returns. Subsidiaries are the entities that controlled by the Company (including enterprise, a divisible part of the investee, and structured entity controlled by the enterprise). A structured entity (sometimes called a Special Purpose Entity) is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity. (b) Special requirement as the parent Company is an investment entity If the parent Company is an investment entity, it should measure its investments in particular subsidiaries as financial assets at fair value through profit or loss instead of consolidating those subsidiaries in its consolidated and separate financial statements. However, as an exception to this requirement, if a subsidiary provides investment-related services or activities to the investment entity, it should 127 深圳市特力(集团)股份有限公司 2021 年年度报告全文 be consolidated. The parent Company is defined as investment entity when meets following conditions: a. Obtains funds from one or more investors for the purpose of providing those investors with investment management services; b. Commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income or both; and c. Measures and evaluates the performance of substantially all of its investments on a fair value basis. If the parent Company becomes an investment entity, it shall cease to consolidate its subsidiaries at the date of the change in status, except for any subsidiary which provides investment-related services or activities to the investment entity shall be continued to be consolidated. The deconsolidation of subsidiaries is accounted for as though the investment entity partially disposed subsidiaries without loss of control. When the parent Company previously classified as an investment entity ceases to be an investment entity, subsidiary that was previously measured at fair value through profit or loss shall be included in the scope of consolidated financial statements at the date of the change in status. The fair value of the subsidiary at the date of change represents the transferred deemed consideration in accordance with the accounting for business combination not under common control. (c) Method of preparing the consolidated financial statements The consolidated financial statements shall be prepared by the Company based on the financial statements of the Company and its subsidiaries, and using other related information. When preparing consolidated financial statements, the Company shall consider the entire group as an accounting entity, adopt uniform accounting policies and apply the requirements of Accounting Standard for Business Enterprises related to recognition, measurement and presentation. The consolidated financial statements shall reflect the overall financial position, operating results and cash flows of the group. (i) Like items of assets, liabilities, equity, income, expenses and cash flows of the parent are combined with those of the subsidiaries. (ii) The carrying amount of the parent’ investment in each subsidiary is eliminated (off-set) against the parent’ portion of equity of each subsidiary. (iii) Eliminate the impact of intragroup transactions between the Company and the subsidiaries or between subsidiaries, and when intragroup transactions indicate an impairment of related assets, the losses shall be recognized in full. (iv) Make adjustments to special transactions from the perspective of the group. 128 深圳市特力(集团)股份有限公司 2021 年年度报告全文 (d) Method of preparation of the consolidated financial statements when subsidiaries are acquired or disposed in the reporting period (i) Acquisition of subsidiaries or business A.Subsidiaries or business acquired through business combination under common control When preparing consolidated statements of financial position, the opening balance of the consolidated balance sheet shall be adjusted. Related items of comparative financial statements shall be adjusted as well, deeming that the combined entity has always existed ever since the ultimate controlling party began to control. Incomes, expenses and profits of the subsidiary incurred from the beginning of the reporting period to the end of the reporting period shall be included into the consolidated statement of profit or loss. Related items of comparative financial statements shall be adjusted as well, deeming that the combined entity has always existed ever since the ultimate controlling party began to control. Cash flows from the beginning of the reporting period to the end of the reporting period shall be included into the consolidated statement of cash flows. Related items of comparative financial statements shall be adjusted as well, deeming that the combined entity has always existed ever since the ultimate controlling party began to control. B.Subsidiaries or business acquired through business combination not under common control When preparing the consolidated statements of financial position, the opening balance of the consolidated statements of financial position shall not be adjusted. Incomes, expenses and profits of the subsidiary incurred from the acquisition date to the end of the reporting period shall be included into the consolidated statement of profit or loss. Cash flows from the acquisition date to the end of the reporting period shall be included into the consolidated statement of cash flows. (ii) Disposal of subsidiaries or business When preparing the consolidated statements of financial position, the opening balance of the consolidated statements of financial position shall not be adjusted. Incomes, expenses and profits incurred from the beginning of the subsidiary to the disposal date shall be included into the consolidated statement of profit or loss. Cash flows from the beginning of the subsidiary to the disposal date shall be included into the consolidated statement of cash flows. (e) Special consideration in consolidation elimination (i) Long-term equity investment held by the subsidiaries to the Company shall be recognized as treasury stock of the Company, which is offset with the owner’s equity, represented as “treasury stock” under “owner’s equity” in the consolidated statement 129 深圳市特力(集团)股份有限公司 2021 年年度报告全文 of financial position. Long-term equity investment held by subsidiaries between each other is accounted for taking long-term equity investment held by the Company to its subsidiaries as reference. That is, the long-term equity investment is eliminated (off- set) against the portion of the corresponding subsidiary’s equity. (ii) Due to not belonging to paid-in capital (or share capital) and capital reserve, and being different from retained earnings and undistributed profit, “Specific reserves” and “General risk provision” shall be recovered based on the proportion attributable to owners of the parent Company after long-term equity investment to the subsidiaries is eliminated with the subsidiaries’ equity. (iii) If temporary timing difference between the book value of the assets and liabilities in the consolidated statement of financial position and their tax basis is generated as a result of elimination of unrealized inter-Company transaction profit or loss, deferred tax assets of deferred tax liabilities shall be recognized, and income tax expense in the consolidated statement of profit or loss shall be adjusted simultaneously, excluding deferred taxes related to transactions or events directly recognized in owner’s equity or business combination. (iv) Unrealised inter-Company transactions profit or loss generated from the Company selling assets to its subsidiaries shall be eliminated against “net profit attributed to the owners of the parent Company” in full. Unrealized inter-Company transactions profit or loss generated from the subsidiaries selling assets to the Company shall be eliminated between “net profit attributed to the owners of the parent Company” and “non-controlling interests” pursuant to the proportion of the Company in the related subsidiaries. Unrealized inter-Company transactions profit or loss generated from the assets sales between the subsidiaries shall be eliminated between “net profit attributed to the owners of the parent Company” and “non-controlling interests” pursuant to the proportion of the Company in the selling subsidiaries. (v) If loss attributed to the minority shareholders of a subsidiary in current period is more than the proportion of non-controlling interest in this subsidiary at the beginning of the period, non-controlling interest is still to be written down. (f) Accounting for Special Transactions (i) Purchasing of non-controlling interests Where, the Company purchases non-controlling interests of its subsidiary, in the separate financial statements of the Company, the cost of the long-term equity investment obtained in purchasing non-controlling interests is measured at the fair value of the consideration paid. In the consolidated financial statements, difference between the cost of the long-term equity investment newly obtained in purchasing non-controlling interests and share of the subsidiary’ net assets from the acquisition date or combination date continuingly calculated pursuant to the newly acquired shareholding proportion shall be adjusted into capital reserve (capital premium or share premium). If capital reserve is not enough to be offset, surplus reserve and undistributed profit shall be offset in 130 深圳市特力(集团)股份有限公司 2021 年年度报告全文 turn. (ii) Gaining control over the subsidiary in stages through multiple transactions A.Business combination under common control in stages through multiple transactions On the combination date, in the separate financial statement, initial cost of the long-term equity investment is determined according to the share of carrying amount of the acquiree’ net assets in the ultimate controlling entity’ consolidated financial statements after combination. The difference between the initial cost of the long-term equity investment and the carrying amount of the long -term investment held prior of control plus book value of additional consideration paid at acquisition date is adjusted into capital reserve (capital premium or share premium). If the capital reserve is not enough to absorb the difference, any excess shall be adjusted against surplus reserve and undistributed profit in turn. In the consolidated financial statements, the assets and liabilities acquired during the combination should be recognized at their carrying amount in the ultimate controlling entity’s consolidated financial statements on the combination date unless any adjustment is resulted from the difference in accounting policies. The difference between the carrying amount of the investment held prior of control plus book value of additional consideration paid on the acquisition date and the net assets acquired through the combination is adjusted into capital reserve (capital premium or share premium). If the capital reserve is not enough to absorb the difference, any excess shall be adjusted against retained earnings. If the acquiring entity holds equity investment in the acquired entity prior to the combination date and the equity investment is accounted for under the equity method, related profit or loss, other comprehensive income and other changes in equity which have been recognized during the period from the later of the date of the Company obtaining original equity interest and the date of both the acquirer and the acquiree under common control of the same ultimate controlling party to the combination date should be offset against the opening balance of retained earnings at the comparative financial statements period respectively. B.Business combination not under common control in stages through multiple transactions On the consolidation date, in the separate financial statements, the initial cost of long-term equity investment is determined according to the carrying amount of the original long-term investment plus the cost of new investment. In the consolidated financial statements, the equity interest of the acquired entity held prior to the acquisition date shall be re-measured at its fair value on the acquisition date. Difference between the fair value of the equity interest and its book value is recognized as investment income. The other comprehensive income related to the equity interest held prior to the acquisition date calculated through equity method, should be transferred to current investment income of the acquisition period, excluding other comprehensive income resulted from the remeasurement of the net assets or net liabilities under defined benefit plan. The Company shall disclose acquisition-date fair value of the equity interest held prior to the acquisition date, and the related gains or losses due to the remeasurement based on fair value. 131 深圳市特力(集团)股份有限公司 2021 年年度报告全文 (iii) Disposal of investment in subsidiaries without a loss of control For partial disposal of the long-term equity investment in the subsidiaries without a loss of control, when the Company prepares consolidated financial statements, difference between consideration received from the disposal and the corresponding share of subsidiary’s net assets cumulatively calculated from the acquisition date or combination date shall be adjusted into capital reserve (capital premium or share premium). If the capital reserve is not enough to absorb the difference, any excess shall be offset against retained earnings. (iv) Disposal of investment in subsidiaries with a loss of control A. Disposal through one transaction If the Company loses control in an investee through partial disposal of the equity investment, when the consolidated financial statements are prepared, the retained equity interest should be re-measured at fair value at the date of loss of control. The difference between i) the fair value of consideration received from the disposal plus non-controlling interest retained; ii) share of the former subsidiary’s net assets cumulatively calculated from the acquisition date or combination date according to the original proportion of equity interest, shall be recognized in current investment income when control is lost. Moreover, other comprehensive income and other changes in equity related to the equity investment in the former subsidiary shall be transferred into current investment income when control is lost, excluding other comprehensive income resulted from the remeasurement of the movement of net assets or net liabilities under defined benefit plan. B. Disposal in stages In the consolidated financial statements, whether the transactions should be accounted for as “a single transaction” needs to be decided firstly. If the disposal in stages should not be classified as “a single transaction”, in the separate financial statements, for transactions prior of the date of loss of control, carrying amount of each disposal of long-term equity investment need to be recognized, and the difference between consideration received and the carrying amount of long-term equity investment corresponding to the equity interest disposed should be recognized in current investment income; in the consolidated financial statements, the disposal transaction should be accounted for according to related policy in “Disposal of long-term equity investment in subsidiaries without a loss of control”. If the disposal in stages should be classified as “ a single transaction ” , these transactions should be accounted for as a single transaction of disposal of subsidiary resulting in loss of control. In the separate financial statements, for each transaction prior of the date of loss of control, difference between consideration received and the carrying amount of long-term equity investment corresponding to the equity interest disposed should be recognized as other comprehensive income firstly, and transferred to profit or 132 深圳市特力(集团)股份有限公司 2021 年年度报告全文 loss as a whole when control is lost; in the consolidated financial statements, for each transaction prior of the date of loss of control, difference between consideration received and proportion of the subsidiary’s net assets corresponding to the equity interest disposed should be recognized in profit or loss as a whole when control is lost. In considering of the terms and conditions of the transactions as well as their economic impact, the presence of one or more of the following indicators may lead to account for multiple transactions as a single transaction: (a) The transactions are entered into simultaneously or in contemplation of one another. (b) The transactions form a single transaction designed to achieve an overall commercial effect. (c) The occurrence of one transaction depends on the occurrence of at least one other transaction. (d) One transaction, when considered on its own merits, does not make economic sense, but when considered together with the other transaction or transactions would be considered economically justifiable. (iii) Diluting equity share of parent Company in its subsidiaries due to additional capital injection by the subsidiaries’ minority shareholders. Other shareholders (minority shareholders) of the subsidiaries inject additional capital in the subsidiaries, which resulted in the dilution of equity interest of parent Company in these subsidiaries. In the consolidated financial statements, difference between share of the corresponding subsidiaries’ net assets calculated based on the parent’s equity interest before and after the capital injection shall be adjusted into capital reserve (capital premium or share premium). If the capital reserve is not enough to absorb the difference, any excess shall be adjusted against retained earnings. 3.7 Classification of Joint Arrangements and Accounting for Joint Operation A joint arrangement is an arrangement of which two or more parties have joint control. Joint arrangement of the Company is classified as either a joint operation or a joint venture. (a) Joint operation A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. The Company shall recognize the following items in relation to shared interest in a joint operation, and account for them in accordance with relevant accounting standards of the Accounting Standards for Business Enterprises: (i) its assets, including its share of any assets held jointly; (ii) its liabilities, including its share of any liabilities incurred jointly; (iii) its revenue from the sale of its share of the output arising from the joint operation; (iv) its share of the revenue from the sale of the output by the joint operation; and 133 深圳市特力(集团)股份有限公司 2021 年年度报告全文 (v) its expenses, including its share of any expenses incurred jointly. (b) Joint venture A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. The Company accounts for its investment in the joint venture by applying the equity method of long-term equity investment. 3.8 Cash and Cash Equivalents Cash comprises cash on hand and deposits that can be readily withdrawn on demand. Cash equivalents include short-term (generally within three months of maturity at acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value. 3.9 Foreign Currency Transactions and Translation of Foreign Currency Financial Statements (a) Determination of the exchange rate for foreign currency transactions At the time of initial recognition of a foreign currency transaction, the amount in the foreign currency shall be translated into the amount in the functional currency at the spot exchange rate of the transaction date, or at an exchange rate which is determined through a systematic and reasonable method and is approximate to the spot exchange rate of the transaction date (hereinafter referred to as the approximate exchange rate). (b) Translation of monetary items denominated in foreign currency on the balance sheet date The foreign currency monetary items shall be translated at the spot exchange rate on the balance sheet date. The balance of exchange arising from the difference between the spot exchange rate on the balance sheet date and the spot exchange rate at the time of initial recognition or prior to the balance sheet date shall be recorded into the profits and losses at the current period. The foreign currency non-monetary items measured at the historical cost shall still be translated at the spot exchange rate on the transaction date; for the foreign currency non-monetary items restated to a fair value measurement, shall be translated into the at the spot exchange rate at the date when the fair value was determined, the difference between the restated functional currency amount and the original functional currency amount shall be recorded into the profits and losses at the current period. (c) Translation of foreign currency financial statements Before translating the financial statements of foreign operations, the accounting period and accounting policy shall be adjusted so as to conform to the Company. The adjusted foreign operation financial statements denominated in foreign currency (other than functional currency) shall be translated in accordance with the following method: (i) The asset and liability items in the statement of financial position shall be translated at the spot exchange rates at the date of 134 深圳市特力(集团)股份有限公司 2021 年年度报告全文 that statement of financial position.. The owners’ equity items except undistributed profit shall be translated at the spot exchange rates when they are incurred. (ii) The income and expense items in the statement of profit and other comprehensive income shall be translated at the spot exchange rates or approximate exchange rate at the date of transaction. Foreign currency cash flows and cash flows of foreign subsidiaries shall be translated at the spot exchange rate or approximate exchange rate when the cash flows are incurred. The effect of exchange rate changes on cash is presented separately in the statement of cash flows as an adjustment item. (iv) The differences arising from the translation of foreign currency financial statements shall be presented separately as “ other comprehensive income” under the owners’ equity items of the consolidated statement of financial position. When disposing a foreign operation involving loss of control, the cumulative amount of the exchange differences relating to that foreign operation recognized under other comprehensive income in the statement of financial position, shall be reclassified into current profit or loss according to the proportion disposed. 3.10 Financial Instruments Financial instrument is any contract which gives rise to both a financial asset of one entity and a financial liability or equity instrument of another entity. (a) Recognition and derecognition of financial instrument A financial asset or a financial liability should be recognized in the statement of financial position when, and only when, an entity becomes party to the contractual provisions of the instrument. A financial asset can only be derecognized when meets one of the following conditions: (i) The rights to the contractual cash flows from a financial asset expire (ii) The financial asset has been transferred and meets one of the following derecognition conditions: Financial liabilities (or part thereof) are derecognized only when the liability is extinguished—i.e., when the obligation specified in the contract is discharged or cancelled or expires. An exchange of the Company (borrower) and lender of debt instruments that carry significantly different terms or a substantial modification of the terms of an existing liability are both accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Purchase or sale of financial assets in a regular-way shall be recognized and derecognized using trade date accounting. A regular-way purchase or sale of financial assets is a transaction under a contract whose terms require delivery of the asset within the time frame established generally by regulations or convention in the market place concerned. Trade date is the date at which the entity commits itself to purchase or sell an asset. 135 深圳市特力(集团)股份有限公司 2021 年年度报告全文 (b) Classification and measurement of financial assets At initial recognition, the Company classified its financial asset based on both the business model for managing the financial asset and the contractual cash flow characteristics of the financial asset: financial asset at amortized cost, financial asset at fair value through profit or loss (FVTPL) and financial asset at fair value through other comprehensive income (FVTOCI). Reclassification of financial assets is permitted if, and only if, the objective of the entity’s business model for managing those financial assets changes. In this circumstance, all affected financial assets shall be reclassified on the first day of the first reporting period after the changes in business model; Otherwise, the financial assets cannot be reclassified after initial recognition. Financial assets shall be measured at initial recognition at fair value. For financial assets measured at FVTPL, transaction costs are recognized in current profit or loss. For financial assets not measured at FVTPL, transaction costs should be included in the initial measurement. Notes receivable or accounts receivable that arise from sales of goods or rendering of services are initially measured at the transaction price defined in the accounting standard of revenue where the transaction does not include a significant financing component. Subsequent measurement of financial assets will be based on their categories: (i)Financial asset at amortized cost The financial asset at amortized cost category of classification applies when both the following conditions are met: the financial asset is held within the business model whose objective is to hold financial assets in order to collect contractual cash flows, and the contractual term of the financial asset gives rise on specified dates to cash flows that are solely payment of principal and interest on the principal amount outstanding. These financial assets are subsequently measured at amortized cost by adopting the effective interest rate method. Any gain or loss arising from derecognition according to the amortization under effective interest rate method or impairment are recognized in current profit or loss. (ii)Financial asset at fair value through other comprehensive income (FVTOCI) The financial asset at FVTOCI category of classification applies when both the following conditions are met: the financial asset is held within the business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual term of the financial asset gives rise on specified dates to cash flows that are solely payment of principle and interest on the principal amount outstanding. All changes in fair value are recognized in other comprehensive income except for gain or loss arising from impairment or exchange differences, which should be recognized in current profit or loss. At derecognition, cumulative gain or loss previously recognized under OCI is reclassified to current profit or loss. However, interest income calculated based on the effective interest rate is included in current profit or loss. The Company make an irrevocable decision to designate part of non-trading equity instrument investments as measured through FVTOCI. All changes in fair value are recognized in other comprehensive income except for dividend income recognized in current 136 深圳市特力(集团)股份有限公司 2021 年年度报告全文 profit or loss. At derecognition, cumulative gain or loss are reclassified to retained earnings. (iii)Financial asset at fair value through profit or loss (FVTPL) Financial asset except for above mentioned financial asset at amortized cost or financial asset at fair value through other comprehensive income (FVTOCI), should be classified as financial asset at fair value through profit or loss (FVTPL). These financial assets should be subsequently measured at fair value. All the changes in fair value are included in current profit or loss. (c) Classification and measurement of financial liabilities The Company classified the financial liabilities as financial liabilities at fair value through profit or loss (FVTPL), loan commitments at a below-market interest rate and financial guarantee contracts and financial asset at amortized cost. Subsequent measurement of financial assets will be based on the classification: (i)Financial liabilities at fair value through profit or loss (FVTPL) Held-for-trading financial liabilities (including derivatives that are financial liabilities) and financial liabilities designated at FVTPL are classified as financial liabilities at FVTP. After initial recognition, any gain or loss (including interest expense) are recognized in current profit or loss except for those hedge accounting is applied. For financial liability that is designated as at FVTPL, changes in the fair value of the financial liability that is attributable to changes in the own credit risk of the issuer shall be presented in other comprehensive income. At derecognition, cumulative gain or loss previously recognized under OCI is reclassified to retained earnings. (ii)Loan commitments and financial guarantee contracts Loan commitment is a commitment by the Company to provide a loan to customer under specified contract terms. The provision of impairment losses of loan commitments shall be recognized based on expected credit losses model. Financial guarantee contract is a contract that requires the Company to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the original or modified terms of a debt instrument. Financial guarantee contracts liability shall be subsequently measured at the higher of: The amount of the loss allowance recognized according to the impairment principles of financial instruments; and the amount initially recognized less the cumulative amount of income recognized in accordance with the revenue principles. (iii)Financial liabilities at amortized cost After initial recognition, the Company measured other financial liabilities at amortized cost using the effective interest method. Except for special situation, financial liabilities and equity instrument should be classified in accordance with the following principles: (i) If the Company has no unconditional right to avoid delivering cash or another financial instrument to fulfill a contractual 137 深圳市特力(集团)股份有限公司 2021 年年度报告全文 obligation, this contractual obligation meet the definition of financial liabilities. Some financial instruments do not comprise terms and conditions related to obligations of delivering cash or another financial instrument explicitly, they may include contractual obligation indirectly through other terms and conditions. (ii) If a financial instrument must or may be settled in the Company's own equity instruments, it should be considered that the Company ’ s own equity instruments are alternatives of cash or another financial instrument, or to entitle the holder of the equity instruments to sharing the remaining rights over the net assets of the issuer. If the former is the case, the instrument is a liability of the issuer; otherwise, it is an equity instrument of the issuer. Under some circumstances, it is regulated in the contract that the financial instrument must or may be settled in the Company's own equity instruments, where, amount of contractual rights and obligations are calculated by multiplying the number of the equity instruments to be available or delivered by its fair value upon settlement. Such contracts shall be classified as financial liabilities, regardless that the amount of contractual rights and liabilities is fixed, or fluctuate totally or partially with variables other than market price of the entity’s own equity instruments (such as interest rate, price of some kind of goods or some kind of financial instrument). (d) Derivatives and embedded derivatives At initial recognition, derivatives shall be measured at fair value at the date of derivative contracts are signed and subsequently measured at fair value. The derivative with a positive fair value shall be recognized as an asset, and with a negative fair value shall be recognized as a liability. Gains or losses arising from the changes in fair value of derivatives shall be recognized directly into current profit or loss except for the effective portion of cash flow hedges which shall be recognized in other comprehensive income and reclassified into current profit or loss when the hedged items affect profit or loss. An embedded derivative is a component of a hybrid contract with a financial asset as a host, the Company shall apply the requirements of financial asset classification to the entire hybrid contract. If a host that is not a financial asset and the hybrid contract is not measured at fair value with changes in fair value recognized in profit or loss, and the economic characteristics and risks of the embedded derivative are not closely related to the economic characteristics and risks of the host, and a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, the embedded derivative shall be separated from the hybrid instrument and accounted for as a separate derivative instrument. If the Company is unable to measure the fair value of the embedded derivative at the acquisition date or subsequently at the balance sheet date, the entire hybrid contract is designated as financial assets or financial liabilities at fair value through profit or loss. (e) Impairment of financial instrument The Company shall recognize a loss allowance based on expected credit losses on a financial asset that is measured at amortized cost, 138 深圳市特力(集团)股份有限公司 2021 年年度报告全文 a debt investment at fair value through other comprehensive income, a contract asset, a lease receivable, a loan commitment and a financial guarantee contract. (i) Measurement of expected credit losses Expected credit losses are the weighted average of credit losses of the financial instruments with the respective risks of a default occurring as the weights. Credit loss is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive (ie all cash shortfalls), discounted at the original effective interest rate or credit- adjusted effective interest rate for purchased or originated credit-impaired financial assets. Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument. 12-month expected credit losses are the portion of lifetime expected credit losses that represent the expected credit losses that result from default events on a financial instrument that are possible within the 12 months after the reporting date (or the expected lifetime, if the expected life of a financial instrument is less than 12 months). At each reporting date, the Company classifies financial instruments into three stages and makes provisions for expected credit losses accordingly. A financial instrument of which the credit risk has not significantly increased since initial recognition is at stage 1. The Company shall measure the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses. A financial instrument with a significant increase in credit risk since initial recognition but is not considered to be credit-impaired is at stage 2. The Company shall measure the loss allowance for that financial instrument at an amount equal to the lifetime expected credit losses. A financial instrument is considered to be credit-impaired as at the end of the reporting period is at stage 3. The Company shall measure the loss allowance for that financial instrument at an amount equal to the lifetime expected credit losses. The Company may assume that the credit risk on a financial instrument has not increased significantly since initial recognition if the financial instrument is determined to have low credit risk at the reporting date and measure the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses. For financial instrument at stage 1, stage 2 and those have low credit risk, the interest revenue shall be calculated by applying the effective interest rate to the gross carrying amount of a financial asset (ie, impairment loss not been deducted). For financial instrument at stage 3, interest revenue shall be calculated by applying the effective interest rate to the amortized cost after deducting of impairment loss. For notes receivable, accounts receivable and accounts receivable financing, no matter it contains a significant financing component or not, the Company shall measure the loss allowance at an amount equal to the lifetime expected credit losses. 139 深圳市特力(集团)股份有限公司 2021 年年度报告全文 (a)Receivables/Contract Assets For the notes receivable, accounts receivable, other receivables, accounts receivable financing, contract assets and long-term receivables which are demonstrated to be impaired by any objective evidence, or applicable for individual assessment, the Company shall individually assess for impairment and recognize the loss allowance for expected credit losses. If the Company determines that no objective evidence of impairment exists for notes receivable, accounts receivable, other receivables, accounts receivable financing, contract assets and long-term receivables, or the expected credit loss of a single financial asset cannot be assessed at reasonable cost, such notes receivable, accounts receivable, other receivables, accounts receivable financing, contract assets and long-term receivables shall be divided into several groups with similar credit risk characteristics and collectively calculated the expected credit loss. The determination basis of groups is as following: Determination basis of notes receivable is as following: Illustration: Group 1: Commercial acceptance bills Group 2: Bank acceptance bills For each group, the Company calculates expected credit losses through default exposure and the lifetime expected credit losses rate, taking reference to historical experience for credit losses and considering current condition and expectation for the future economic situation. Determination basis of accounts receivable is as following: Illustration: Group 1: Portfolio grouped with ages Group 2: Portfolio grouped with business of jewelry sales For each group, the Company calculates expected credit losses through preparing an aging analysis schedule with the lifetime expected credit losses rate, taking reference to historical experience for credit losses and considering current condition and expectation for the future economic situation. Determination basis of other receivables is as following: Illustration: Group 1: Interest receivable Group 2: Dividend receivable Group 3: Portfolio grouped with ages Group 4: Deposit and guarantee receivable 140 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Group 5: Portfolio grouped with balances due from consolidated parties For each group, the Company calculates expected credit losses through default exposure and the 12-months or lifetime expected credit losses rate, taking reference to historical experience for credit losses and considering current condition and expectation for the future economic situation. Determination basis of long-term receivables financing is as following: Illustration: Group 1: Others For group 1, the Company calculates expected credit losses through default exposure and the 12-months or lifetime expected credit losses rate, taking reference to historical experience for credit losses and considering current condition and expectation for the future economic situation. (b) Debt investment and other debt investment For debt investment and other debt investment, the Company shall calculate the expected credit loss through the default exposure and the 12-month or lifetime expected credit loss rate based on the nature of the investment, counterparty and the type of risk exposure. (ii) Low credit risk If the financial instrument has a low risk of default, the borrower has a strong capacity to meet its contractual cash flow obligations in the near term and adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to fulfill its contractual cash flow obligations. (iii) Significant increase in credit risk The Company shall assess whether the credit risk on a financial instrument has increased significantly since initial recognition, using the change in the risk of a default occurring over the expected life of the financial instrument, through the comparison of the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition. To make that assessment, the Company shall consider reasonable and supportable information, that is available without undue cost or effort, and that is indicative of significant increases in credit risk since initial recognition, including forward-looking information. The information considered by the Company are as following: Significant changes in internal price indicators of credit risk as a result of a change in credit risk since inception Existing or forecast adverse change in the business, financial or economic conditions of the borrower that results in a 141 深圳市特力(集团)股份有限公司 2021 年年度报告全文 significant change in the borrower’s ability to meet its debt obligations; An actual or expected significant change in the operating results of the borrower; An actual or expected significant adverse change in the regulatory, economic, or technological environment of the borrower; Significant changes in the value of the collateral supporting the obligation or in the quality of third-party guarantees or credit enhancements, which are expected to reduce the borrower’s economic incentive to make scheduled contractual payments or to otherwise have an effect on the probability of a default occurring; Significant change that are expected to reduce the borrower ’ s economic incentive to make scheduled contractual payments; Expected changes in the loan documentation including an expected breach of contract that may lead to covenant waivers or amendments, interest payment holidays, interest rate step-ups, requiring additional collateral or guarantees, or other changes to the contractual framework of the instrument; Significant changes in the expected performance and behavior of the borrower; Contractual payments are more than 30 days past due. Depending on the nature of the financial instruments, the Company shall assess whether the credit risk has increased significantly since initial recognition on an individual financial instrument or a group of financial instruments. When assessed based on a group of financial instruments, the Company can group financial instruments on the basis of shared credit risk characteristics, for example, past due information and credit risk rating. Generally, the Company shall determine the credit risk on a financial asset has increased significantly since initial recognition when contractual payments are more than 30 days past due. The Company can only rebut this presumption if the Company has reasonable and supportable information that is available without undue cost or effort, that demonstrates that the credit risk has not increased significantly since initial recognition even though the contractual payments are more than 30 days past due. (iv) Credit-impaired financial asset The Company shall assess at each reporting date whether the credit impairment has occurred for financial asset at amortized cost and debt investment at fair value through other comprehensive income. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidences that a financial asset is credit-impaired include observable data about the following events: Significant financial difficulty of the issuer or the borrower;a breach of contract, such as a default or past due event; the lender(s) of 142 深圳市特力(集团)股份有限公司 2021 年年度报告全文 the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider;it is becoming probable that the borrower will enter bankruptcy or other financial reorganization;the disappearance of an active market for that financial asset because of financial difficulties;the purchase or origination of a financial asset at a deep discount that reflects the incurred credit losses. (v) Presentation of impairment of expected credit loss In order to reflect the changes of credit risk of financial instrument since initial recognition, the Company shall at each reporting date remeasure the expected credit loss and recognize in profit or loss, as an impairment gain or loss, the amount of expected credit losses addition (or reversal). For financial asset at amortized cost, the loss allowance shall reduce the carrying amount of the financial asset in the statement of financial position; for debt investment at fair value through other comprehensive income, the loss allowance shall be recognized in other comprehensive income and shall not reduce the carrying amount of the financial asset in the statement of financial position. (vi) Write-off The Company shall directly reduce the gross carrying amount of a financial asset when the Company has no reasonable expectations of recovering the contractual cash flow of a financial asset in its entirety or a portion thereof. Such write-off constitutes a derecognition of the financial asset. This circumstance usually occurs when the Company determines that the debtor has no assets or sources of income that could generate sufficient cash flow to repay the write-off amount. Recovery of financial asset written off shall be recognized in profit or loss as reversal of impairment loss. (f) Transfer of financial assets Transfer of financial assets refers to following two situations: Transfers the contractual rights to receive the cash flows of the financial asset; Transfers the entire or a part of a financial asset and retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients. (i) Derecognition of transferred assets If the Company transfers substantially all the risks and rewards of ownership of the financial asset, or neither transfers nor retains substantially all the risks and rewards of ownership of the financial asset but has not retained control of the financial asset, the financial asset shall be derecognized. Whether the Company has retained control of the transferred asset depends on the transferee ’ s ability to sell the asset. If the transferee has the practical ability to sell the asset in its entirety to an unrelated third party and is able to exercise that ability 143 深圳市特力(集团)股份有限公司 2021 年年度报告全文 unilaterally and without needing to impose additional restrictions on the transfer, the Company has not retained control. The Company judges whether the transfer of financial asset qualifies for derecognition based on the substance of the transfer. If the transfer of financial asset qualifies for derecognition in its entirety, the difference between the following shall be recognized in profit or loss: The carrying amount of transferred financial asset; The sum of consideration received and the part derecognized of the cumulative changes in fair value previously recognized in other comprehensive income (The financial assets involved in the transfer are classified as financial assets at fair value through other comprehensive income in accordance with Article 18 of the Accounting Standards for Business Enterprises - Recognition and Measurement of Financial Instruments). If the transferred asset is a part of a larger financial asset and the part transferred qualifies for derecognition, the previous carrying amount of the larger financial asset shall be allocated between the part that continues to be recognized (For this purpose, a retained servicing asset shall be treated as a part that continues to be recognized) and the part that is derecognized, based on the relative fair values of those parts on the date of the transfer. The difference between following two amounts shall be recognized in profit or loss: The carrying amount (measured at the date of derecognition) allocated to the part derecognized; The sum of the consideration received for the part derecognized and part derecognized of the cumulative changes in fair value previously recognized in other comprehensive income (The financial assets involved in the transfer are classified as financial assets at fair value through other comprehensive income in accordance with Article 18 of the Accounting Standards for Business Enterprises - Recognition and Measurement of Financial Instruments). (ii) Continuing involvement in transferred assets If the Company neither transfers nor retains substantially all the risks and rewards of ownership of a transferred asset, and retains control of the transferred asset, the Company shall continue to recognize the transferred asset to the extent of its continuing involvement and also recognize an associated liability. The extent of the Company’s continuing involvement in the transferred asset is the extent to which it is exposed to changes in the value of the transferred asset (iii) Continue to recognize the transferred assets If the Company retains substantially all the risks and rewards of ownership of the transferred financial asset, the Company shall continue to recognize the transferred asset in its entirety and the consideration received shall be recognized as a financial liability. The financial asset and the associated financial liability shall not be offset. In subsequent accounting period, the Company shall 144 深圳市特力(集团)股份有限公司 2021 年年度报告全文 continuously recognize any income (gain) arising from the transferred asset and any expense (loss) incurred on the associated liability. (g) Offsetting financial assets and financial liabilities Financial assets and financial liabilities shall be presented separately in the statement of financial position and shall not be offset. When meets the following conditions, financial assets and financial liabilities shall be offset and the net amount presented in the statement of financial position: The Company currently has a legally enforceable right to set off the recognized amounts; The Company intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously. In accounting for a transfer of a financial asset that does not qualify for derecognition, the Company shall not offset the transferred asset and the associated liability. (h) Determination of fair value of financial instruments Determination of financial assets and financial liabilities please refer to Note 3.11 3.11 Fair Value Measurement Fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company determines fair value of the related assets and liabilities based on market value in the principal market, or in the absence of a principal market, in the most advantageous market price for the related asset or liability. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. The principal market is the market in which transactions for an asset or liability take place with the greatest volume and frequency. The most advantageous market is the market which maximizes the value that could be received from selling the asset and minimizes the value which is needed to be paid in order to transfer a liability, considering the effect of transport costs and transaction costs both. If the active market of the financial asset or financial liability exists, the Company shall measure the fair value using the quoted price in the active market. If the active market of the financial instrument is not available, the Company shall measure the fair value using valuation techniques. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. Valuation techniques 145 深圳市特力(集团)股份有限公司 2021 年年度报告全文 The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, including the market approach, the income approach and the cost approach. The Company shall use valuation techniques consistent with one or more of those approaches to measure fair value. If multiple valuation techniques are used to measure fair value, the results shall be evaluated considering the reasonableness of the range of values indicated by those results. A fair value measurement is the point within that range that is most representative of fair value in the circumstances. When using the valuation technique, the Company shall give the priority to relevant observable inputs. The unobservable inputs can only be used when relevant observable inputs is not available or practically would not be obtained. Observable inputs refer to the information which is available from market and reflects the assumptions that market participants would use when pricing the asset or liability. Unobservable Inputs refer to the information which is not available from market and it has to be developed using the best information available in the circumstances from the assumptions that market participants would use when pricing the asset or liability. Fair value hierarchy To Company establishes a fair value hierarchy that categorizes into three levels the inputs to valuation techniques used to measure fair value. The fair value hierarchy gives the highest priority to Level 1 inputs and second to the Level 2 inputs and the lowest priority to Level 3 inputs. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. 3.12 Inventories (a) Classification of inventories Investment property includes land use right of rent-out property and of property held for capital appreciation and buildings that have been leased out. (b) Measurement method of cost of inventories sold or used The cost of inventories used or sold is determined on the first in- first out, or individual valuation method basis. (c) Inventory system The perpetual inventory system is adopted. The inventories should be counted at least once a year, and surplus or losses of inventory stocktaking shall be included in current profit and loss. 146 深圳市特力(集团)股份有限公司 2021 年年度报告全文 (d) Provision for impairment of inventory Inventories are stated at the lower of cost and net realizable value. The excess of cost over net realizable value of the inventories is recognized as provision for impairment of inventory, and recognized in current profit or loss. Net realizable value of the inventory should be determined on the basis of reliable evidence obtained, and factors such as purpose of holding the inventory and impact of post balance sheet event shall be considered. (i) In normal operation process, finished goods, products and materials for direct sale, their net realizable values are determined at estimated selling prices less estimated selling expenses and relevant taxes and surcharges; for inventories held to execute sales contract or service contract, their net realizable values are calculated on the basis of contract price. If the quantities of inventories specified in sales contracts are less than the quantities held by the Company, the net realizable value of the excess portion of inventories shall be based on general selling prices. Net realizable value of materials held for sale shall be measured based on market price. (ii) For materials in stock need to be processed, in the ordinary course of production and business, net realizable value is determined at the estimated selling price less the estimated costs of completion, the estimated selling expenses and relevant taxes. If the net realizable value of the finished products produced by such materials is higher than the cost, the materials shall be measured at cost; if a decline in the price of materials indicates that the cost of the finished products exceeds its net realizable value, the materials are measured at net realizable value and differences shall be recognized at the provision for impairment. (iii) Provisions for inventory impairment are generally determined on an individual basis. For inventories with large quantity and low unit price, the provisions for inventory impairment are determined on a category basis. (iv) If any factor rendering write-downs of the inventories has been eliminated at the reporting date, the amounts written down are recovered and reversed to the extent of the inventory impairment, which has been provided for. The reversal shall be included in profit or loss. 3.13 Contract assets and Contract liabilities The Company presents contract assets or contract liabilities in the balance sheet based on the relationship between its performance obligations and customers’ payments. Contract assets and contract liabilities under the same contract shall offset each other and be presented on a net basis. The Company presents an unconditional right to consideration (i.e., only the passage of time is required before the consideration is due) as a receivable, and presents a right to consideration in exchange for goods that it has transferred to a customer (which is conditional on something other than the passage of time) as a contract asset. For the Company's determination method and accounting treatment method for the expected credit loss of contract assets, please refer 147 深圳市特力(集团)股份有限公司 2021 年年度报告全文 to Note 3.10 Financial Instruments for details. The Company presents an obligation to transfer goods to a customer for which the Company has received consideration (or the amount is due) from the customer as a contract liability. 3.14 Contract costs Assets related to contract costs including costs of obtaining a contract and costs to fulfil a contract. The Company recognizes as an asset the incremental costs of obtaining a contract if those costs are expected to be recovered. The costs of obtaining a contract shall be included into profit or loss when incurred if the amortization period of the asset is one year or less. If the costs incurred in fulfilling a contract are not within the scope of standards related to inventories, fixed assets or intangible assets, etc., the Company shall recognize the costs to fulfil a contract as an asset if all the following criteria are satisfied: (i) The costs relate directly to a contract or to an anticipated contract, including direct labor, direct materials, manufacturing overhead cost (or similar cost), cost that are explicitly chargeable to the customer under the contract, and other costs that are only related to the contract; (ii) The costs enhance resources of the Company that will be used in satisfying performance obligations in the future; (iii) The costs are expected to be recovered. If the incremental cost incurred by the company to obtain the contract is expected to be recovered, it shall be recognized as an asset as the contract acquisition cost. The assets related to the contract cost shall be amortized on the same basis as the income from goods or services related to the assets; however, if the amortization period of the contract acquisition cost is less than one year, the company shall include it in the current profit and loss when it occurs. If the book value of the assets related to the contract cost is higher than the difference between the following two items, the company will make provision for impairment for the excess part and recognize it as the loss of asset impairment, and further consider whether the estimated liabilities related to the loss contract should be made: (i) The residual consideration expected to be obtained due to the transfer of goods or services related to the asset; (ii) The estimated cost to be incurred for the transfer of the relevant goods or services. If the above provision for impairment of assets is subsequently reversed, the book value of the asset after reversal shall not exceed the book value of the asset on the reversal date without provision for impairment. The contract performance cost recognized as an asset with an amortization period of no more than one year or one normal 148 深圳市特力(集团)股份有限公司 2021 年年度报告全文 business cycle at the time of initial recognition shall be listed in the "inventory" item, and the amortization period of no more than one year or one normal business cycle at the time of initial recognition shall be listed in the "other non-current assets" item. The contract acquisition cost recognized as an asset shall be listed in the item of "other current assets" when the amortization period does not exceed one year or one normal business cycle at the time of initial recognition, and listed in the item of "other non current assets" when the amortization period exceeds one year or one normal business cycle at the time of initial recognition. 3.15 Non-current assets or disposal groups as held for sale (a) Classification of non-current assets (or disposal groups) as held for sale The Company classifies a non-current asset (or disposal group) as held for sale if the following requirements are met simultaneously: (i) The asset or disposal group must be available for immediate sale in its present condition subject only to the terms that are usual and customary for sales of such assets (or disposal groups). (ii) Its sale must be highly probable, i.e, the Company must be committed to a plan to sell the asset (or disposal group) and obtain definite purchase commitment, and the sale is expected to complete within one year. If the relevant regulations require the approval from the relevant power organisations or supervision departments of the Company before they can be sold, the approval has been obtained. When the Company acquires a non-current asset (or disposal group) exclusively with a view to its subsequent disposal, it shall classify the non-current asset (or disposal group) as held for sale at the acquisition date only if the one-year requirement is met and it is highly probable that any other criteria that are not met at that date will be met within a short period following the acquisition (usually within three months). The Company that is committed to dispose its equity investment in a subsidiary which will lead to its loss of control of the subsidiary shall classify the investment as held for sale in the separate financial statements of the Company, and classify all the assets and liabilities of that subsidiary as held for sale in the consolidated financial statements of the group, when the above criteria are met, regardless of whether the Company will remain part of equity investment in the subsidiary. (b) Measurement of non-current assets (or disposal groups) held for sale The principal of measurement of non-current assets (or disposal groups) held for sale does not apply to the following assets: investment properties that are measured in accordance with the fair value model, biological assets that are measured at fair value less costs to sell, assets arising from employee benefits, deferred tax assets, financial assets within the scope of relevant accounting standards related to financial instruments and contractual rights under insurance contracts as defined in accounting standards related to insurance contracts. When the non-current assets (or disposal groups) as held for sale are initially measured or subsequently measured at balance sheet 149 深圳市特力(集团)股份有限公司 2021 年年度报告全文 date, if the carrying amount of the asset (or disposal group) is higher than the fair value less cost to sell, it shall be written-down to its fair value less cost to sell, and the difference shall be recognized as impairment loss into current profit or loss, and provision for asset impairment shall be recognized simultaneously. At subsequent reporting date, if there is any increase in fair value less costs to sell of a non-current asset (or disposal group), the impairment loss recognized in previously shall be reversed to the extent of impairment loss recognized after the asset has been classified as held-for-sale and included in profit or loss. An impairment loss recognized for goodwill shall not be reversed in a subsequent period. When the assets (or disposal groups) ceases to be classified as held for sale or the non-current assets are removed from disposal groups since the criteria for held for sale are no longer met, the assets shall be measured at the lower of: (i) Its carrying amount before the asset (or disposal group) was classified as held for sale, adjusted for any depreciation, amortization or revaluations that would have been recognized had the asset (or disposal group) not been classified as held for sale, and (ii) Its recoverable amount (c) Presentation An entity shall present a non-current asset classified as held for sale and the assets of a disposal group classified as held for sale separately from other assets in the statement of financial position. The liabilities of a disposal group classified as held for sale shall be presented separately from other liabilities in the statement of financial position. Those assets and liabilities shall not be offset and presented as a single amount. 3.16 Long-term Equity Investments Long-term equity investments refer to equity investments where an investor has control of, or significant influence over, an investee, as well as equity investments in joint ventures. Associates of the Company are those entities over which the Company has significant influence. (a) Determination basis of joint control or significant influence over the investee Joint control is the relevant agreed sharing of control over an arrangement, and the arranged relevant activity must be decided under unanimous consent of the parties sharing control. In assessing whether the Company has joint control of an arrangement, the Company shall assess first whether all the parties, or a group of the parties, control the arrangement. When all the parties, or a group of the parties, considered collectively, are able to direct the activities of the arrangement, the parties control the arrangement collectively. Then the Company shall assess whether decisions about the relevant activities require the unanimous consent of the parties that collectively control the arrangement. If two or more groups of the parties could control the arrangement collectively, it shall not be assessed as have joint control of the arrangement. When assessing the joint control, the protective rights are not considered. 150 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control of those policies. In determination of significant influence over an investee, the Company should consider not only the existing voting rights directly or indirectly held but also the effect of potential voting rights held by the Company and other entities that could be currently exercised or converted, including the effect of share warrants, share options and convertible corporate bonds that issued by the investee and could be converted in current period. If the Company holds, directly or indirectly 20% or more but less than 50% of the voting power of the investee, it is presumed that the Company has significant influence of the investee, unless it can be clearly demonstrated that in such circumstance, the Company cannot participate in the decision-making in the production and operating of the investee. (b) Determination of initial investment cost (i) Long-term equity investments generated in business combinations For a business combination involving enterprises under common control, if the Company makes payment in cash, transfers non-cash assets or bears liabilities as the consideration for the business combination, the share of carrying amount of the owners’ equity of the acquiree in the consolidated financial statements of the ultimate controlling party is recognized as the initial cost of the long-term equity investment on the combination date. The difference between the initial investment cost and the carrying amount of cash paid, non-cash assets transferred and liabilities assumed shall be adjusted against the capital reserve; if capital reserve is not enough to be offset, undistributed profit shall be offset in turn. For a business combination involving enterprises under common control, if the Company issues equity securities as the consideration for the business combination, the share of carrying amount of the owners ’ equity of the acquiree in the consolidated financial statements of the ultimate controlling party is recognized as the initial cost of the long-term equity investment on the combination date. The total par value of the shares issued is recognized as the share capital. The difference between the initial investment cost and the carrying amount of the total par value of the shares issued shall be adjusted against the capital reserve; if capital reserve is not enough to be offset, undistributed profit shall be offset in turn. For business combination not under common control, the assets paid, liabilities incurred or assumed and the fair value of equity securities issued to obtain the control of the acquiree at the acquisition date shall be determined as the cost of the business combination and recognized as the initial cost of the long-term equity investment. The audit, legal, valuation and advisory fees, other intermediary fees, and other relevant general administrative costs incurred for the business combination, shall be recognized in profit or loss as incurred. (ii) Long-term equity investments acquired not through the business combination, the investment cost shall be determined based on the following requirements: 151 深圳市特力(集团)股份有限公司 2021 年年度报告全文 For long-term equity investments acquired by payments in cash, the initial cost is the actually paid purchase cost, including the expenses, taxes and other necessary expenditures directly related to the acquisition of long-term equity investments. For long-term equity investments acquired through issuance of equity securities, the initial cost is the fair value of the issued equity securities. For the long-term equity investments obtained through exchange of non-monetary assets, if the exchange has commercial substance, and the fair values of assets traded out and traded in can be measured reliably, the initial cost of long-term equity investment traded in with non-monetary assets are determined based on the fair values of the assets traded out together with relevant taxes. Difference between fair value and book value of the assets traded out is recorded in current profit or loss. If the exchange of non-monetary assets does not meet the above criterion, the book value of the assets traded out and relevant taxes are recognized as the initial investment cost. For long-term equity investment acquired through debt restructuring, the book value is determined based on the fair value of waived debts and the taxes and other costs directly attributable to the assets. Difference between fair value and carrying amount of waived debts shall be recorded in current profit or loss. (c) Subsequent measurement and recognition of profit or loss Long-term equity investment to an entity over which the Company has ability of control shall be accounted for at cost method. Long-term equity investment to a joint venture or an associate shall be accounted for at equity method. (i) Cost method For Long-term equity investment at cost method, cost of the long-term equity investment shall be adjusted when additional amount is invested or a part of it is withdrawn. The Company recognizes its share of cash dividends or profits which have been declared to distribute by the investee as current investment income. (ii) Equity method If the initial cost of the investment is in excess of the share of the fair value of the net identifiable assets in the investee at the date of investment, the difference shall not be adjusted to the initial cost of long-term equity investment; if the initial cost of the investment is in short of the share of the fair value of the net identifiable assets in the investee at the date investment, the difference shall be included in the current profit or loss and the initial cost of the long-term equity investment shall be adjusted accordingly. The Company recognizes the share of the investee’s net profits or losses, as well as its share of the investee’s other comprehensive income, as investment income or losses and other comprehensive income respectively, and adjusts the carrying amount of the investment accordingly. The carrying amount of the investment shall be reduced by the share of any profit or cash dividends declared to distribute by the investee. The investor’s share of the investee’s owners’ equity changes, other than those arising from the 152 深圳市特力(集团)股份有限公司 2021 年年度报告全文 investee’s net profit or loss, other comprehensive income or profit distribution, shall be recognized in the investor’s equity, and the carrying amount of the long-term equity investment shall be adjusted accordingly. The Company recognizes its share of the investee’ s net profits or losses after making appropriate adjustments of investee ’ s net profit based on the fair values of the investee ’ s identifiable net assets at the investment date. If the accounting policy and accounting period adopted by the investee is not in consistency with the Company, the financial statements of the investee shall be adjusted according to the Company’s accounting policies and accounting period, based on which, investment income or loss and other comprehensive income, etc., shall be adjusted. The unrealized profits or losses resulting from inter-Company transactions between the Company and its associate or joint venture are eliminated in proportion to the Company’s equity interest in the investee, based on which investment income or losses shall be recognized. Any losses resulting from inter-Company transactions between the investor and the investee, which belong to asset impairment, shall be recognized in full. Where the Company obtains the power of joint control or significant influence, but not control, over the investee, due to additional investment or other reason, the relevant long-term equity investment shall be accounted for by using the equity method, initial cost of which shall be the fair value of the original investment plus the additional investment. Where the original investment is classified as available-for sale investment, difference between its fair value and the carrying value, in addition to the cumulative changes in fair value previously recorded in other comprehensive income, shall be recogised into current profit or loss using equity method. If the Company loses the joint control or significant influence of the investee for some reasons such as disposal of equity investment, the retained interest shall be measured at fair value and the difference between the carrying amount and the fair value at the date of loss the joint control or significant influence shall be recognized in profit or loss. When the Company discontinues the use of the equity method, the Company shall account for all amounts previously recognized in other comprehensive income under equity method in relation to that investment on the same basis as would have been required if the investee had directly disposed of the related assets or liabilities. (d) Equity investment classified as held for sale For an equity investment, or a portion of an equity investment, in an associate or a joint venture is classified as held for sale, the relevant accounting treatment please refer to Note 3.14. Any retained interest in the equity investment not classified as held for sale, shall be accounted for using equity method. When an equity investment in an associate or a joint venture previously classified as held for sale no longer meets the criteria to be so classified, it shall be accounted for using the equity method retrospectively as from the date of its classification as held for sale. Financial statements for the periods since classification as held for sale shall be amended accordingly. 153 深圳市特力(集团)股份有限公司 2021 年年度报告全文 (e) Impairment testing and provision for impairment loss For investment in subsidiaries, associates or a joint ventures, provision for impairment loss please refer to Note 3.22. 3.17 Investment Properties (a) Classification of investment properties Investment properties are properties to earn rentals or for capital appreciation or both, including: (i)Land use right leased out (ii)Land held for transfer upon appreciation (iii)Buildings leased out (b) The measurement model of investment property The Company adopts the cost model for subsequent measurement of investment properties. For provision for impairment please refer to Note 3.23. The Company calculates the depreciation or amortization based on the net amount of investment property cost less the accumulated impairment and the net residual value using straight-line method. The estimated useful life and annual depreciation rates which are determined according to the categories, estimated economic useful lives and estimated net residual rates are listed as followings: Estimated useful Annual depreciation rates Category Residualrates (%) life (year) (%) Buildingsandconstructions 35-40 3 2.77-2.43 Land use right 50 — 2.00 3.18 Fixed Assets Fixed assets refer to the tangible assets with higher unit price held for the purpose of producing commodities, rendering services, renting or business management with useful lives exceeding one year. (a) Recognition criteria of fixed assets Fixed assets will only be recognized at the actual cost paid when obtaining as all the following criteria are satisfied: (i) It is probable that the economic benefits relating to the fixed assets will flow into the Company; (ii) The costs of the fixed assets can be measured reliably. Subsequent expenditure for fixed assets shall be recorded in cost of fixed assets, if recognition 154 深圳市特力(集团)股份有限公司 2021 年年度报告全文 criteria of fixed assets are satisfied, otherwise the expenditure shall be recorded in current profit or loss when incurred. (b) Depreciation methods of fixed assets The Company begins to depreciate the fixed asset from the next month after it is available for intended use using the straight-line-method. The estimated useful life and annual depreciation rates which are determined according to the categories, estimated economic useful lives and estimated net residual rates of fixed assets are listed as followings: Estimated Annual Useful life Categories Depreciation method residual value depreciation rate (years) proportion (%) (%) Buildings and Straight-line method 10,35-40 0、3 2.43-2.77,10.00 structures Decoration fees for Straight-line method 10 0 10.00 self-owned houses Machinery Straight-line method 12 3 8.08 Transport facilities Straight-line method 7 3 13.86 Electronic equipment Straight-line method 5-7 3 13.86-19.40 Office and other Straight-line method 7 3 13.86 equipment For the fixed assets with impairment provided, the impairment provision should be excluded from the cost when calculating depreciation. At the end of reporting period, the Company shall review the useful life, estimated net residual value and depreciation method of the fixed assets. Estimated useful life of the fixed assets shall be adjusted if it is changed compared to the original estimation. (c) Recognition criteria, valuation and depreciation methods of fixed assets obtained through a finance lease If the entire risk and rewards related to the leased assets have been substantially transferred, the Company shall recognize the lease as a finance lease. The cost of the fixed assets obtained through a finance lease is determined at the lower of the fair value of the leased assets and the present value of the minimum lease payment on the date of the lease. The fixed assets obtained by a finance lease are depreciated in the method which is consistent with the self-owned fixed assets of the Company. 155 深圳市特力(集团)股份有限公司 2021 年年度报告全文 For fixed assets obtained through a finance lease, if it is reasonably certain that the ownership of the leased assets will be transferred to the lessee by the end of the lease term, they shall be depreciated over their remaining useful lives; otherwise, the leased assets shall be depreciated over the shorter of the lease terms or their remaining useful lives. 3.19 Construction in Progress (a) Classification of construction in progress Construction in progress is measured on an individual project basis. (b) Recognition criteria and timing of transfer from construction in progress to fixed assets The initial book values of the fixed assets are stated at total expenditures incurred before they are ready for their intended use, including construction costs, original price of machinery equipment, other necessary expenses incurred to bring the construction in progress to get ready for its intended use and borrowing costs of the specific loan for the construction or the proportion of the general loan used for the constructions incurred before they are ready for their intended use. The construction in progress shall be transferred to fixed asset when the installation or construction is ready for the intended use. For construction in progress that has been ready for their intended use but relevant budgets for the completion of projects have not been completed, the estimated values of project budgets, prices, or actual costs should be included in the costs of relevant fixed assets, and depreciation should be provided according to relevant policies of the Company when the fixed assets are ready for intended use. After the completion of budgets needed for the completion of projects, the estimated values should be substituted by actual costs, but depreciation already provided is not adjusted. 3.20 Borrowing Costs (a) Recognition criteria and period for capitalization of borrowing costs The Company shall capitalize the borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets when meet the following conditions: (i) Expenditures for the asset are being incurred; (ii) Borrowing costs are being incurred, and; (iii) Acquisition, construction or production activities that are necessary to prepare the assets for their intended use or sale are in progress. 156 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Other borrowing cost, discounts or premiums on borrowings and exchange differences on foreign currency borrowings shall be recognized into current profit or loss when incurred. Capitalization of borrowing costs is suspended during periods in which the acquisition, construction or production of a qualifying asset is interrupted abnormally and the interruption is for a continuous period of more than 3 months. Capitalization of such borrowing costs ceases when the qualifying assets being acquired, constructed or produced become ready for their intended use or sale. The expenditure incurred subsequently shall be recognized as expenses when incurred. (b) Capitalization rate and measurement of capitalized amounts of borrowing costs When funds are borrowed specifically for purchase, construction or manufacturing of assets eligible for capitalization, the Company shall determine the amount of borrowing costs eligible for capitalization as the actual borrowing costs incurred on that borrowing during the period less any interest income on bank deposit or investment income on the temporary investment of those borrowings. Where funds allocated for purchase, construction or manufacturing of assets eligible for capitalization are part of a general borrowing, the eligible amounts are determined by the weighted-average of the cumulative capital expenditures in excess of the specific borrowing multiplied by the general borrowing capitalization rate. The capitalization rate will be the weighted average of the borrowing costs applicable to the general borrowing. 3.21 Impairment of Long-Term Assets Impairment loss of long-term equity investment in subsidiaries, associates and joint ventures, investment properties, fixed assets and constructions in progress subsequently measured at cost, productive biological assets, intangible assets, goodwill, the rights and interests of proved mining areas of petroleum and natural gas and wells and other relevant facilities measured at cost (excluding inventories, investment properties measured at fair value, deferred tax assets, financial assets), shall be determined according to following method: The Company shall assess at the end of each reporting period whether there is any indication that an asset may be impaired. If any such indication exists, the Company shall estimate the recoverable amount of the asset and test for impairment. Irrespective of whether there is any indication of impairment, the Company shall test for impairment of goodwill acquired in a business combination, intangible assets with an indefinite useful life or intangible assets not yet available for use annually. 157 深圳市特力(集团)股份有限公司 2021 年年度报告全文 The recoverable amounts of the long-term assets are the higher of their fair values less costs to dispose and the present values of the estimated future cash flows of the long-term assets. The Company estimate the recoverable amounts on an individual basis. If it is difficult to estimate the recoverable amount of the individual asset, the Company estimates the recoverable amount of the groups of assets that the individual asset belongs to. Identification of an group of asset is based on whether the cash inflows from it are largely independent of the cash inflows from other assets or groups of assets. If, and only if, the recoverable amount of an asset or a group of assets is less than its carrying amount, the carrying amount of the asset shall be reduced to its recoverable amount and the provision for impairment loss shall be recognized accordingly. For the purpose of impairment testing, goodwill acquired in a business combination shall, from the acquisition date, be allocated to relevant group of assets based on reasonable method; if it is difficult to allocate to relevant group of assets, good will shall be allocated to relevant combination of asset groups. The relevant group of assets or combination of asset groups is a group of assets or combination of asset groups that is benefit from the synergies of the business combination and is not larger than the reporting segment determined by the Company. When test for impairment, if there is an indication that relevant group of assets or combination of asset groups may be impaired, impairment testing for group of assets or combination of asset groups excluding goodwill shall be conducted first, and calculate the recoverable amount and recognize the impairment loss. Then the group of assets or combination of asset groups including goodwill shall be tested for impairment, by comparing the carrying amount with its recoverable amount. If the recoverable amount is less than the carrying amount, the Company shall recognize the impairment loss. The mentioned impairment loss will not be reversed in subsequent accounting period once it had been recognized. 3.22 Intangible Assets (a) Measurement method of intangible assets Intangible assets are recognized at actual cost at acquisition. (b) The useful life and amortization of intangible assets (i) The estimated useful lives of the intangible assets with finite useful lives are as follows: Category Estimated useful life Basis 158 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Land use right 50 years Legal life The service life is determined by Software 5 years reference to the period that can bring economic benefits to the Company The service life is determined by Royalties 10 years reference to the period that can bring economic benefits to the Company For intangible assets with finite useful life, the estimated useful life and amortization method are reviewed annually at the end of each reporting period and adjusted when necessary. No change incurs in current year in the estimated useful life and amortization method upon review. (ii) Assets of which the period to bring economic benefits to the Company are unforeseeable are regarded as intangible assets with indefinite useful lives. The Company reassesses the useful lives of those assets at every year end. If the useful lives of those assets are still indefinite, impairment test should be performed on those assets at the balance sheet date. (iii) Amortization of the intangible assets For intangible assets with finite useful lives, their useful lives should be determined upon their acquisition and systematically amortized on a straight-line basis [units of production method] over the useful life. The amortization amount shall be recognized into current profit or loss according to the beneficial items. The amount to be amortized is cost deducting residual value. For intangible assets which has impaired, the cumulative impairment provision shall be deducted as well. The residual value of an intangible asset with a finite useful life shall be assumed to be zero unless: there is a commitment by a third party to purchase the asset at the end of its useful life; or there is an active market for the asset and residual value can be determined by reference to that market; and it is probable that such a market will exist at the end of the asset’s useful life. Intangible assets with indefinite useful lives shall not be amortized. The Company reassesses the useful lives of those assets at every year end. If there is evidence to indicate that the useful lives of those assets become finite, the useful lives shall be estimated and the intangible assets shall be amortized systematically and reasonably within the estimated useful lives. 3.23 Long-term Deferred Expenses 159 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Long-term deferred expenses are various expenses already incurred, which shall be amortized over current and subsequent periods with the amortization period exceeding one year. Long-term deferred expenses are evenly amortized within its beneficiary period or stipulated period. 3.24 Employee Benefits Employee benefits refer to all forms of consideration or compensation given by the Company in exchange for service rendered by employees or for the termination of employment relationship. Employee benefits include short-term employee benefits, post-employment benefits, termination benefits and other long-term employee benefits. Benefits provided to an employee's spouse, children, dependents, family members of decreased employees, or other beneficiaries are also employee benefits. According to liquidity, employee benefits are presented in the statement of financial position as “Employee benefits payable” and “Long-term employee benefits payable”. (a) Short-term employee benefits (i) Employee basic salary (salary, bonus, allowance, subsidy) The Company recognizes, in the accounting period in which an employee provides service, actually occurred short-term employee benefits as a liability, with a corresponding charge to current profit except for those recognized as capital expenditure based on the requirement of accounting standards. (ii) Employee welfare The Company shall recognize the employee welfare based on actual amount when incurred into current profit or loss or related capital expenditure. Employee welfare shall be measured at fair value as it is a non-monetary benefits. (iii) Social insurance such as medical insurance, work injury insurance and maternity insurance, housing funds, labor union fund and employee education fund Payments made by the Company of social insurance for employees, such as medical insurance, work injury insurance and maternity insurance, payments of housing funds, and labor union fund and employee education fund accrued in accordance with relevant requirements, in the accounting period in which employees provide services, is calculated according to required accrual bases and accrual ratio in determining the amount of employee benefits and the related liabilities, which shall be recognized in current profit or loss or the cost of relevant asset. (iv) Short-term paid absences 160 深圳市特力(集团)股份有限公司 2021 年年度报告全文 The Company shall recognize the related employee benefits arising from accumulating paid absences when the employees render service that increases their entitlement to future paid absences. The additional payable amounts shall be measured at the expected additional payments as a result of the unused entitlement that has accumulated. The Company shall recognize relevant employee benefit of non-accumulating paid absences when the absences actually occurred.(v)Short-term profit-sharing plan The Company shall recognize the related employee benefits payable under a profit-sharing plan when all of the following conditions are satisfied: (i) The Company has a present legal or constructive obligation to make such payments as a result of past events; and (ii) A reliable estimate of the amounts of employee benefits obligation arising from the profit- sharing plan can be made. (b) Post-employment benefits (i) Defined contribution plans The Company shall recognize, in the accounting period in which an employee provides service, the contribution payable to a defined contribution plan as a liability, with a corresponding charge to the current profit or loss or the cost of a relevant asset. When contributions to a defined contribution plan are not expected to be settled wholly before twelve months after the end of the annual reporting period in which the employees render the related service, they shall be discounted using relevant discount rate (market yields at the end of the reporting period on high quality corporate bonds in active market or government bonds with the currency and term which shall be consistent with the currency and estimated term of the defined contribution obligations) to measure employee benefits payable. (ii) Defined benefit plan A.The present value of defined benefit obligation and current service costs Based on the expected accumulative welfare unit method, the Company shall make estimates about demographic variables and financial variables in adopting the unbiased and consistent actuarial assumptions and measure defined benefit obligation, and determine the obligation period. The Company shall discount the obligation arising from defined benefit plan using relevant discount rate (market yields at the end of the reporting period on high quality corporate bonds in active market or government bonds with the currency and term which shall be consistent with the currency and estimated term of the defined benefit obligations) in order to determine the present value of the defined benefit obligation and the current service cost. B.The net defined benefit liability or asset The net defined benefit liability (asset) is the deficit or surplus recognized as the present value of the defined benefit obligation less 161 深圳市特力(集团)股份有限公司 2021 年年度报告全文 the fair value of plan assets (if any). When the Company has a surplus in a defined benefit plan, it shall measure the net defined benefit asset at the lower of the surplus in the defined benefit plan and the asset ceiling. C.The amount recognized in the cost of asset or current profit or loss Service cost comprises current service cost, past service cost and any gain or loss on settlement. Other service cost shall be recognized in profit or loss unless accounting standards require or allow the inclusion of current service cost within the cost of assets. Net interest on the net defined benefit liability (asset) comprising interest income on plan assets, interest cost on the defined benefit obligation and interest on the effect of the asset ceiling, shall be included in profit or loss. D.The amount recognized in other comprehensive income Changes in the net liability or asset of the defined benefit plan resulting from the remeasurements including: Actuarial gains and losses, the changes in the present value of the defined benefit obligation resulting from experience adjustments or the effects of changes in actuarial assumptions; Return on plan assets, excluding amounts included in net interest on the net defined benefit liability or asset; Any change in the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability (asset). Remeasurements of the net defined benefit liability (asset) recognized in other comprehensive income shall not be reclassified to profit or loss in a subsequent period. However, the Company may transfer those amounts recognized in other comprehensive income within equity. (c) Termination benefits The Company providing termination benefits to employees shall recognize an employee benefits liability for termination benefits, with a corresponding charge to the profit or loss of the reporting period, at the earlier of the following dates: (i) When the Company cannot unilaterally withdraw the offer of termination benefits because of an employment termination plan or a curtailment proposal. (ii) When the Company recognizes costs or expenses related to a restructuring that involves the payment of termination benefits. If the termination benefits are not expected to be settled wholly before twelve months after the end of the annual reporting period, the Company shall discount the termination benefits using relevant discount rate (market yields at the end of the reporting period on high quality corporate bonds in active market or government bonds with the currency and term which shall be consistent with the currency and estimated term of the defined benefit obligations) to measure the employee benefits. 162 深圳市特力(集团)股份有限公司 2021 年年度报告全文 (d) Other long-term employee benefits (i) Meet the conditions of the defined contribution plan When other long-term employee benefits provided by the Company to the employees satisfies the conditions for classifying as a defined contribution plan, all those benefits payable shall be accounted for as employee benefits payable at their discounted value. (ii) Meet the conditions of the defined benefit plan At the end of the reporting period, the Company recognized the cost of employee benefit from other long-term employee benefits as the following components: Service costs; Net interest cost for net liability or asset of other long-term employee benefits Changes resulting from the remeasurements of the net liability or asset of other long-term employee benefits In order to simplify the accounting treatment, the net amount of above items shall be recognized in profit or loss or relevant cost of assets. 3.25 Estimated Liabilities (a) Recognition criteria of estimated liabilities The Company recognizes the estimated liabilities when obligations related to contingencies satisfy all the following conditions: (i) That obligation is a current obligation of the Company; (ii) It is likely to cause any economic benefit to flow out of the Company as a result of performance of the obligation; and (iii) The amount of the obligation can be measured reliably. (b) Measurement method of estimated liabilities The estimated liabilities of the Company are initially measured at the best estimate of expenses required for the performance of relevant present obligations. The Company, when determining the best estimate, has had a comprehensive consideration of risks with respect to contingencies, uncertainties and the time value of money. The carrying amount of the estimated liabilities shall be reviewed at the end of every reporting period. If conclusive evidences indicate that the carrying amount fails to be the best estimate of the estimated liabilities, the carrying amount shall be adjusted based on the updated best estimate. 3.26 Revenue 163 深圳市特力(集团)股份有限公司 2021 年年度报告全文 (a)Revenue recognition principles At contract inception, the Company shall assess the contracts and shall identify each performance obligation in the contracts, and determine whether the performance obligation should be satisfied over time or at a point in time. The Company satisfies a performance obligation over time if one of the following criteria is met, otherwise, the performance obligation is satisfied at a point in time: (1) the customer simultaneously receives and consumes the economic benefits provided by the Company’s performance as the Company performs; (2) the customer can control goods as they are created by the Company’s performance; (3) goods created during the Company’s performance have irreplaceable uses and the Company has an enforceable right to receive the payments for performance completed to date during the whole contract period. For each performance obligation satisfied over time, the Company shall recognize revenue over time by measuring the progress towards complete satisfaction of that performance obligation. In the circumstance that the progress cannot be measured reasonably, but the costs incurred in satisfying the performance obligation are expected to be recovered, the Company shall recognize revenue only to the extent of the costs incurred until it can reasonably measure the progress. For each performance obligation satisfied at a point in time, the Company shall recognize revenue at the time point that the client obtains control of relevant goods or services. To determine whether the customer has obtained control of goods, the Company shall consider the following indications: (1) the Company has a present right to payment for the goods, i.e., the customer is presently obliged to pay for the goods; (2) the Company has transferred the legal title of the goods to the customer, i.e., the customer has legal title to the goods; (3) the Company has transferred physical possession of the goods to the client, i.e., the customer has physically possessed the goods; (4) the Company has transferred significant risks and rewards of ownership of the goods to the client, i.e., the customer has obtained significant risks and rewards of ownership of the goods; (5) the customer has accepted the goods; 164 深圳市特力(集团)股份有限公司 2021 年年度报告全文 (6) other evidence indicating the customer has obtained control over the goods. Sales return clause For the sales with return clauses, when the customer obtains the control right of the relevant goods, the company shall recognize the revenue according to the amount of consideration it is entitled to obtain due to the transfer of the goods to the customer, and recognize the amount expected to be returned due to the sales return as the estimated liability; at the same time, the company shall deduct the estimated cost of recovering the goods according to the book value of the expected returned goods at the time of transfer. The balance after deducting the value of the returned goods is recognized as an asset, that is, the cost of return receivable, which is carried forward by deducting the net cost of the above assets according to the book value of the transferred goods at the time of transfer. On each balance sheet date, the Company re estimates the return of future sales and re measures the above assets and liabilities. Warranty obligations According to the contract and legal provisions, the company provides quality assurance for the goods sold and the projects constructed. For the guarantee quality assurance to ensure that the goods sold meet the established standards, the company conducts accounting treatment in accordance with the “Accounting Standards for Business Enterprises No. 13 – Contingencies”. For the service quality assurance which provides a separate service in addition to guaranteeing that the goods sold meet the established standards, the company takes it as a single performance obligation, allocates part of the transaction price to the service quality assurance according to the relative proportion of the separate selling price of the goods and service quality assurance, and recognizes the revenue when the customer obtains the service control right. When evaluating whether the quality assurance provides a separate service in addition to assuring customers that the goods sold meet the established standards, the company considers whether the quality assurance is a statutory requirement, the quality assurance period, and the nature of the company's commitment to perform the task. Principal responsible person and agent The company has the right to determine the price of the traded goods after obtaining the control right of the trading goods from the third party and then transferring it to the customer, that is, the company can control the goods before transferring the trading goods to the customer. Therefore, the 165 深圳市特力(集团)股份有限公司 2021 年年度报告全文 company is the main responsible person and recognizes the income according to the total consideration received or receivable. Otherwise, the company, as the agent, shall recognize the income according to the amount of commission or service charge that it is expected to be entitled to receive, which shall be determined according to the net amount of the total consideration received or receivable after deducting the price payable to other relevant parties, or according to the established Commission amount or proportion. Customer consideration payable If there is consideration payable to the customer in the contract, unless the consideration is to obtain other clearly distinguishable goods or services from the customer, the company will offset the transaction price with the consideration payable, and offset the current income at the later time of confirming the relevant income or paying (or promising to pay) the customer's consideration. Contractual rights not exercised by customers If the company advances sales of goods or services to customers, the amount shall be recognized as liabilities first, and then converted into income when relevant performance obligations are fulfilled. When the company does not need to return the advance payment and the customer may give up all or part of the contract rights, if the company expects to have the right to obtain the amount related to the contract rights given up by the customer, the above amount shall be recognized as income in proportion according to the mode of the customer exercising the contract rights; otherwise, the company only has the very low possibility of the customer requiring to perform the remaining performance obligations The relevant balance of the above liabilities is converted into income. (b) Revenue recognition method adopted by the Company (i) Goods sales contract The sales contract between the company and the customer includes the performance obligation of transferring the goods, which belongs to the performance obligation at a certain time point. The recognition of automobile sales revenue and jewelry wholesale revenue shall meet the following conditions: the company has delivered the goods to the customer according to the contract, the customer has accepted the goods, the payment for goods has been collected or the receipt has been obtained, and the relevant economic benefits are likely to flow in, the main risks and rewards of the ownership of the goods have been transferred, and the legal ownership of the goods has been transferred. 166 深圳市特力(集团)股份有限公司 2021 年年度报告全文 (ii) Auto maintenance and testing contract The performance obligations included in the automobile maintenance and testing contract between the company and its customers belong to the performance obligations at a certain time point. The following conditions shall be met for the recognition of automobile maintenance and testing Revenue: the company has completed automobile maintenance and testing services according to the contract, settled all materials and working hours expenses with customers, and allowed customers' vehicles to leave the company's maintenance plant. (iii) Service contract The service contract between the company and the customer includes the performance obligation of the service related to the rental real estate. As the company's performance at the same time, the customer obtains and consumes the economic benefits brought by the company's performance, the company takes it as the performance obligation within a certain period of time, and allocates it equally during the service provision period. (iv) Real estate lease contract Please refer to Note 3.29 LEASES for the revenue recognition method for real estate lease contract. 3.27 Government Grants (a) Recognition of government grants A government grant shall not be recgonised until there is reasonable assurance that: (i) The Company will comply with the conditions attaching to them; and (ii) The grants will be received. (b) Measurement of government grants Monetary grants from the government shall be measured at amount received or receivable, and non-monetary grants from the government shall be measured at their fair value or at a nominal value of CNY 1.00 when reliable fair value is not available. (c) Accounting for government grants (i) Government grants related to assets Government grants pertinent to assets mean the government grants that are obtained by the Company used for purchase or construction, or forming the long-term assets by other ways. Government grants pertinent to assets shall be recognized as deferred income, and should be recognized in profit or loss on a systematic basis over the useful lives of the relevant assets. Grants measured at their nominal value shall be directly recognized in profit or loss of the period when the grants are received. When the relevant assets are sold, transferred, written off or damaged before the assets are terminated, the remaining deferred income shall be 167 深圳市特力(集团)股份有限公司 2021 年年度报告全文 transferred into profit or loss of the period of disposing relevant assets. (ii) Government grants related to income Government grants other than related to assets are classified as government grants related to income. Government grants related to income are accounted for in accordance with the following principles: If the government grants related to income are used to compensate the enterprise’ relevant expenses or losses in future periods, such government grants shall be recognized as deferred income and included into profit or loss (or write down related expenses) in the same period as the relevant expenses or losses are recognized; If the government grants related to income are used to compensate the enterprise ’ s relevant expenses or losses incurred, such government grants are directly recognized into current profit or loss (or write down related expenses). For government grants comprised of part related to assets as well as part related to income, each part is accounted for separately; if it is difficult to identify different part, the government grants are accounted for as government grants related to income as a whole. Government grants related to daily operation activities are recognized in other income (or write down related expenses) in accordance with the nature of the activities, and government grants irrelevant to daily operation activities are recognized in non-operating income. (iii) Repayment of the government grants Repayment of the government grants shall be recorded by increasing the carrying amount of the asset if the book value of the asset has been written down, or reducing the balance of relevant deferred income if deferred income balance exists, any excess will be recognized into current profit or loss; or directly recognized into current profit or loss for other circumstances. 3.28 Deferred Tax Assets and Deferred Tax Liabilities Temporary differences are differences between the carrying amount of an asset or liability in the statement of financial position and its tax base at the balance sheet date. The Company recognize and measure the effect of taxable temporary differences and deductible temporary differences on income tax as deferred tax liabilities or deferred tax assets using liability method. Deferred tax assets and deferred tax liabilities shall not be discounted. (a) Recognition of deferred tax assets Deferred tax assets should be recognized for deductible temporary differences, the carryforward of unused tax losses and the carryforward of unused tax credits to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, the carryforward of unused tax losses and the carryforward of unused tax credits can be utilised at the tax rates that are expected to apply to the period when the asset is realised, unless the deferred tax asset arises from the initial recognition of an 168 深圳市特力(集团)股份有限公司 2021 年年度报告全文 asset or liability in a transaction that: (i) Is not a business combination; and (ii) At the time of the transaction, affects neither accounting profit nor taxable profit (tax loss) The Company shall recognize a deferred tax asset for all deductible temporary differences arising from investments in subsidiaries, associates and joint ventures, only to the extent that, it is probable that: (i) The temporary difference will reverse in the foreseeable future; and (ii) Taxable profit will be available against which the deductible temporary difference can be utilised. At the end of each reporting period, if there is sufficient evidence that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized, the Company recognizes a previously unrecognized deferred tax asset. The carrying amount of a deferred tax asset shall be reviewed at the end of each reporting period. The Company shall reduce the carrying amount of a deferred tax asset to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of that deferred tax asset to be utilised. Any such reduction shall be reversed to the extent that it becomes probable that sufficient taxable profit will be available. (b) Recognition of deferred tax liabilities A deferred tax liability shall be recognized for all taxable temporary differences at the tax rate that are expected to apply to the period when the liability is settled. (i) No deferred tax liability shall be recognized for taxable temporary differences arising from: The initial recognition of goodwill; or The initial recognition of an asset or liability in a transaction which: is not a business combination; and at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss) (ii) An entity shall recognize a deferred tax liability for all taxable temporary differences associated with investments in subsidiaries, associates, and joint ventures, except to the extent that both of the following conditions are satisfied: The Company is able to control the timing of the reversal of the temporary difference; and It is probable that the temporary difference will not reverse in the foreseeable future. (c) Recognition of deferred tax liabilities or assets involved in special transactions or events (i) Deferred tax liabilities or assets related to business combination For the taxable temporary difference or deductible temporary difference arising from a business combination not under common control, a deferred tax liability or a deferred tax asset shall be recognized, and simultaneously, goodwill recognized in the business 169 深圳市特力(集团)股份有限公司 2021 年年度报告全文 combination shall be adjusted based on relevant deferred tax expense (income). (ii) Items directly recognized in equity Current tax and deferred tax related to items that are recognized directly in equity shall be recognized in equity. Such items include: other comprehensive income generated from fair value fluctuation of available for sale investments; an adjustment to the opening balance of retained earnings resulting from either a change in accounting policy that is applied retrospectively or the correction of a prior period (significant) error; amounts arising on initial recognition of the equity component of a compound financial instrument that contains both liability and equity component. (iii) Unused tax losses and unused tax credits A. Unused tax losses and unused tax credits generated from daily operation of the Company itself Deductible loss refers to the loss calculated and permitted according to the requirement of tax law that can be offset against taxable income in future periods. The criteria for recognizing deferred tax assets arising from the carryforward of unused tax losses and tax credits are the same as the criteria for recognizing deferred tax assets arising from deductible temporary differences. The Company recognizes a deferred tax asset arising from unused tax losses or tax credits only to the extent that there is convincing other evidence that sufficient taxable profit will be available against which the unused tax losses or unused tax credits can be utilized by the Company. Income taxes in current profit or loss shall be deducted as well. B. Unused tax losses and unused tax credits arising from a business combination Under a business combination, the acquiree’s deductible temporary differences which do not satisfy the criteria at the acquisition date for recognition of deferred tax asset shall not be recognized. Within 12 months after the acquisition date, if new information regarding the facts and circumstances exists at the acquisition date and the economic benefit of the acquiree’s deductible temporary differences at the acquisition is expected to be realized, the Company shall recognize acquired deferred tax benefits and reduce the carrying amount of any goodwill related to this acquisition. If goodwill is reduced to zero, any remaining deferred tax benefits shall be recognized in profit or loss. All other acquired deferred tax benefits realized shall be recognized in profit or loss. (iv) Temporary difference generated in consolidation elimination When preparing consolidated financial statements, if temporary difference between carrying value of the assets and liabilities in the consolidated financial statements and their taxable bases is generated from elimination of inter-Company unrealized profit or loss, deferred tax assets or deferred tax liabilities shall be recognized in the consolidated financial statements, and income taxes expense in current profit or loss shall be adjusted as well except for deferred tax related to transactions or events recognized directly in equity and business combination. (v) Share-based payment settled by equity If tax authority permits tax deduction that relates to share-based payment, during the period in which the expenses are recognized 170 深圳市特力(集团)股份有限公司 2021 年年度报告全文 according to the accounting standards, the Company estimates the tax base in accordance with available information at the end of the accounting period and the temporary difference arising from it. Deferred tax shall be recognized when criteria of recognition are satisfied. If the amount of estimated future tax deduction exceeds the amount of the cumulative expenses related to share-based payment recognized according to the accounting standards, the tax effect of the excess amount shall be recognized directly in equity. 3.29 Leases Effective at 1 January 2021 1)Identifying a lease At inception of a contract, the Company shall assess whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of one or more identified assets for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset for a period of time, the Company shall assess whether, throughout the period of use, the customer has the right to obtain substantially all of the economic benefits from use of the identified asset and to direct the use of the identified asset. 2)Identifying a separate lease component When a contract includes more than one separate lease components, the Company shall separate components of the contract and account for each lease component separately. The right to use an underlying asset is a separate lease component if both conditions have been satisfied: (i) the lessee can benefit from use of the underlying asset either on its own or together with other resources that are readily available to the lessee; (ii) the underlying asset is neither highly dependent on, nor highly interrelated with, the other underlying assets in the contract. 3)The Company as a lessee At the commencement date, the Company identifies the lease that has a lease term of 12 months or less and does not contain a purchase option as a short-term lease. A lease qualifies as a lease of a low-value asset if the nature of the asset is such that, when new, the asset is typically of low value. If the Company subleases an asset, or expects to sublease an asset, the head lease does not qualify as a lease of a low-value asset. For short-term leases for which the underlying asset is of low value, the Company shall recognize the lease payments associated with those leases as cost of relevant asset or expenses in current profit or loss on a straight-line basis method over the lease term. Except for the election of simple treatment as short-term lease or lease of a low-value asset as mentioned above, at the commencement date, the Company shall recognize a right-of-use asset and a lease liability. 3-1) Right-of-use asset A right-of-use asset is an asset that represents a lessee’s right to use an underlying asset for the lease term. At the commencement date, the Company shall initially measure the right-of-use asset at cost. The cost of the right-of-use asset shall 171 深圳市特力(集团)股份有限公司 2021 年年度报告全文 comprise: The amount of the initial measurement of the lease liability. Any lease payments made at or before the commencement date, less any lease incentives received. Any initial direct costs incurred by the lessee. An estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease. The Company recognizes and measures the cost in accordance with the recognition criteria and measurement method for estimated liabilities, details please refer to Notes 3.25. Those costs incurred to produce inventories shall be included in the cost of inventories. The right-of-use asset shall be depreciated according to the categories using straight‐line method (or units of production method, double declining balance method and sum of the years digit method). If it is reasonably certain that the ownership of the underlying asset shall be transferred to the lessee by the end of the lease term, the depreciation rate shall be determined based on the classification of the right-of- use asset and estimated residual value rate from the commencement date to the end of the useful life of the underlying asset. Otherwise, the depreciation rate shall be determined based on the classification of the right-of-use asset from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. 3-2) Lease liability At the commencement date, the lease liability shall be measured at the present value of the lease payments that are not paid at that date. The lease payments included in the measurement of the lease liability comprise the following 5 items: Fixed payments and in-substance fixed payments, less any lease incentives receivable. Variable lease payments that depend on an index or a rate. The exercise price of a purchase option if the lessee is reasonably certain to exercise that option. Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. Amounts expected to be payable by the lessee under residual value guarantees. In order to calculate the present value of the lease payments, interest rate implicit in the lease shall be used as the discount rate. If that rate cannot be readily determined, the Company shall use the incremental borrowing rate. The difference between the lease payments and its present value shall be recognized as unrecognized financing charges, calculated bases on the discount rate of the present value of the lease payments in each period within the lease term and recorded as interest expense in current profit or loss. Variable lease payments not included in the measurement of lease liabilities shall be recognized in current profit or loss when incurred. 172 深圳市特力(集团)股份有限公司 2021 年年度报告全文 After the commencement date, the Company shall remeasure the lease liability based on the revised present value of the lease payments and adjust the carrying amount of the right-of-use asset if there is a change in the in-substance fixed payments, or change in the amounts expected to be payable under a residual value guarantee, or change in an index or a rate used to determine lease payments, or change in the assessment or exercising of an option to purchase the underlying asset, or an option to extend or terminate the lease. 4)The Company as a lessor At the commencement date, the Company shall classify a lease as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset, otherwise it shall be classified as an operating lease. 4-1) Operating leases The Company shall recognize lease payments from operating leases as income on a straight-line basis / units of production method (or other systematic and rational basis) over the term of the relevant lease and the initial direct costs incurred in obtaining an operating lease shall be capitalized and recognized as an expense over the lease term on the same basis as the lease income. The Company shall recognize the variable lease payments relating to the operating lease but not included in the measurement of the lease receivables into current profit or loss when incurred. 4-2) Finance leases At the commencement date, the Company shall recognize the lease receivables at an account equal to the net investment in the lease (the sum of the present value of the unguaranteed residual values and the lease payment that are not received at the commencement date discounted at the interest rate implicit in the lease) and derecognize the asset relating to the finance lease. The Company shall recognize interest income using the interest rate implicit in the lease over the lease term. The Company shall recognize the variable lease payments relating to the finance lease but not included in the measurement of the net investment in the lease into current profit or loss when incurred. 5)Lease modifications 5-1) A lease modification accounted for as a separate lease The Company shall account for a modification to a lease as a separate lease, if both: the modification increases the scope of the lease by adding the right to use one or more underlying assets; and the consideration for the lease increases by an amount commensurate with the stand-alone price for the increase in scope. 5-2) A lease modification not accounted for as a separate lease 173 深圳市特力(集团)股份有限公司 2021 年年度报告全文 A. The Company as a lessee At the effective date of the lease modification, the Company shall redetermine the lease term of the modified lease and remeasure the lease liability by discounting the revised lease payments using a revised discount rate. The revised discount rate is determined as the interest rate implicit in the lease for the remainder of the lease term, if that rate can be readily determined, or the incremental borrowing rate at the effective date of the modification, if the interest rate implicit in the lease cannot be readily determined. The Company shall account for the remeasurement of the lease liability by: Decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease or shorten the lease term. The Company shall recognize in profit or loss any gain or loss relating to the partial or full termination of the lease. Making a corresponding adjustment to the carrying amount of the right-of-use asset for all other lease modifications. B. The Company as a lessor The Company shall account for a modification to an operating lease as a new lease from the effective date of the modification, considering any prepaid or accrued lease payments relating to the original lease as part of the lease payments for the new lease. For a modification to a finance lease that is not accounted for as a separate lease, the Company shall account for the modification as follows: If the lease would have been classified as an operating lease had the modification been in effect at the inception date, the Company shall account for the lease modification as a new lease from the effective date of the modification and measure the carrying amount of the underlying asset as the net investment in the lease immediately before the effective date of the lease modification; If the lease would have been classified as a finance lease had the modification been in effect at the inception date, the Company shall account for the lease modification according to the requirements in the modification or renegotiation of the contract. 6) Sale and leaseback transaction For the sale and leaseback transactions existing before the first execution date, the company will not revaluate whether the asset transfer meets the provisions of Note3.26 on accounting treatment as sales on the first execution date. 6-1) For the sale and leaseback transactions that should be accounted for as sales and financial leases before the first execution date, the company, as the seller (lessee), will account for leaseback in the same way as other financial leases, and continue to amortize relevant deferred income or loss within the lease term. 174 深圳市特力(集团)股份有限公司 2021 年年度报告全文 6-2) For the sale and leaseback transactions that are accounted for as sales and operating leases before the first execution date, the company, as the seller (lessee), shall account for the leaseback in the same way as other operating leases, and adjust the right to use assets according to the relevant deferred income or loss recorded in the balance sheet before the first execution date. 3.30 Significant Accounting Policies and Accounting Estimates Based on the historical experience and other factors, including appropriate expectations of future events, the Company performed continuous assessment of important accounting estimates and key assumptions. The samples of important accounting estimates and key assumptions that are likely to result in significant adjustment risk of the book value of assets and liabilities in the next accounting year are as follows: Classification of financial assets The major judgments involved in determining the classification of financial assets include the analysis of business model and contract cash flow characteristics. The Company determines the business model of managing financial assets at the level of financial portfolios. The factors considered include the way to evaluate and report the performance of financial assets to key management personnel, the risks affecting the performance of financial assets and their management methods, as well as the way for relevant business management personnel to obtain remuneration, etc. When evaluating whether the contract cash flow of financial assets is consistent with the basic loan arrangements, the Company has the following main judgments: whether the time distribution or amount of the principal may change in the duration due to prepayment and other reasons; whether the interest only includes the time value of money, credit risk, other basic lending risks and the consideration with cost and profit. For example, does the amount of prepayment only reflect the outstanding principal and the interest based on the outstanding principal, as well as the reasonable compensation paid for the early termination of the contract. Measurement of expected credit loss of accounts receivable The Company calculates the expected credit loss of accounts receivable through the default risk exposure of accounts receivable and the expected credit loss rate, and determines the expected credit loss rate based on the default probability and the default loss rate. In determining the expected credit loss rate, the Company uses data including the internal historical credit loss experience, and adjusts the historical data according to the current situation and forward-looking information. When considering forward-looking information, the indicators used by the Company include the risk of economic downturn, changes in external market environment, technical environment and customer situation, etc. The Company regularly monitors and reviews the assumptions related to the calculation of expected credit loss. Deferred tax assets 175 深圳市特力(集团)股份有限公司 2021 年年度报告全文 To the extent that there is likely to be sufficient taxable profits to offset the losses, deferred income tax assets should be recognized for all unused tax losses. The management has to perform a lot of judgment to estimate the time and amount of future taxable profits, combined with tax planning strategy, to determine the amount of deferred income tax assets that should be recognized. Determination of fair value of unlisted equity investment The fair value of unlisted equity investment is the estimated future cash flow discounted according to the current discount rate of projects with similar terms and risk characteristics. This kind of valuation requires the company to estimate the expected future cash flow and discount rate, so it is uncertain. In limited circumstances, if the information used to determine the fair value is insufficient, or the distribution range of the possible estimated amount of the fair value is wide, and the cost represents the best estimate of the fair value within the range, the cost can represent the appropriate estimate of the fair value within the distribution range. 3.31 Changes in Significant Accounting Policies and Accounting Estimates (a) Changes in accounting polices On 7 December 2018, the Ministry of Finance released the “Accounting Standards for Business Enterprises No. 21 - Lease” (hereinafter referred as to the “new lease standard”). The Company applied the new lease standard for the annual reporting period beginning on 1 January 2021, and modified the accounting policies accordingly. For details, please refer to Note 3.29. For a contract that has existed before the date of initially applying the new lease standard, the Company chooses not to re-assess whether this contract is or contains a lease. For a contract signed or modified after the date of initially applying the new lease standard, the Company assesses whether this contract is or contains a lease in accordance the definition of lease in the new lease standard. 1) The Company as a lessee The Company chooses to recognize the cumulative impact of initially applying this standard as an adjustment to the opening balance of retained earnings and other related accounts of the financial statements at the date of initial application (1 January 2021), not restating comparative information. For leases previously classified as finance leases, the carrying amount of the right-of-use asset and the lease liability at the date of initial application shall be the carrying amount of the lease 176 深圳市特力(集团)股份有限公司 2021 年年度报告全文 asset and finance lease payable immediately before that date measured applying previous standard. For leases previously classified as operating leases, the Company measured that lease liability at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate at the date of initial application, and on a lease-by-lease basis, measures that right-of-use asset at an amount equal to the lease liability adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the statement of financial position immediately before the date of initial application. [or: measures that right-of-use asset at its carrying amount as if the standard had been applied since the commencement date, but discounted using the lessee’s incremental borrowing rate at the date of initial application] The Company tests whether the right-of-use asset has been impaired and accounts for the impairment loss according to Note 3.21 at the date of initial application. The Company accounts for the operating lease for which the underlying asset is of low value in a simplified method in which no right-of-use asset and lease liability need to be recognized. In addition, the Company uses one or more of the following practical expedients for leases previously classified as operating leases: Account for the leases for which the lease term ends within 12 months of the date of initial application in the same way as short-term leases. Apply a single discount rate to a portfolio of leases with reasonably similar characteristics when measuring the lease liability. Exclude initial direct costs from the measurement of the right-of-use asset. Use hindsight in determining the lease term if the contract contains options to extend or terminate the lease. Rely on its assessment of whether leases are onerous applying “ Accounting Standards for Business Enterprises No 13-Contingencies” immediately before the date of initial application as an alternative to performing an impairment review, and adjust the right-of-use asset at the date of initial application by the amount of any provision for onerous leases recognized in the statement of financial position immediately before the date of initial application. Account for the lease based on the final contract term if the lease was modified before the date of initial application. 177 深圳市特力(集团)股份有限公司 2021 年年度报告全文 2)The Company as a lessor The Company, as the intermediate lessor, reassesses subleases previously classified as operating leases and are ongoing at the date of initial application, to determine whether each sublease should be classified as an operating lease or a finance lease at the date of initial application on the basis of the remaining contractual terms and conditions of the head lease and sublease at that date. Except for the above-mentioned situation, the Company does not make any adjustments on transition for leases in which it is a lessor and accounts for those leases applying this Standard from the date of initial application. 3)Sale and leaseback transaction For the sale and leaseback transactions existing before the first execution date, the company will not revaluate whether the asset transfer meets the provisions of Note3.26 on accounting treatment as sales on the first execution date. For the sale and leaseback transactions that should be accounted for as sales and financial leases before the first execution date, the company, as the seller (lessee), will account for leaseback in the same way as other financial leases, and continue to amortize relevant deferred income or loss within the lease term. For the sale and leaseback transactions that are accounted for as sales and operating leases before the first execution date, the company, as the seller (lessee), shall account for the leaseback in the same way as other operating leases, and adjust the right to use assets according to the relevant deferred income or loss recorded in the balance sheet before the first execution date. The cumulative impact of the above accounting policies is as follows: Due to the implementation of the new leasing standards, the consolidated financial statements of the company are adjusted accordingly. On January 1, 2021, the right-of-use assets are CNY 9,894,351.89, the lease liabilities are CNY 7,285,946.35, and the non-current liabilities due within one year are CNY 2,608,405.54. Relevant adjustments have no impact on the shareholders' equity attributable to the parent company in the consolidated financial statements of the company. The financial statements of the parent company of the company need not be adjusted. The above changes in accounting policies have been approved by the company at the 10th meeting of the ninth board of directors held on April 15, 2021. 178 深圳市特力(集团)股份有限公司 2021 年年度报告全文 (b) Significant changes in accounting estimates The Company has no significant changes in accounting estimates for the reporting period. (c) Adjustments of the financial statements at the beginning of the reporting period for the first year adoption of new lease standards. Consolidated Financial Statements Unit: Yuan Currency: CNY Items 31 December 2020 1 January 2021 Adjustment Right-of-use asset not applicable 9,894,351.89 9,894,351.89 Non-current liabilities due 2,608,405.54 2,608,405.54 within one year Lease liabilities not applicable 7,285,946.35 7,285,946.35 Description of adjustment of each item: On January 1, 2021, for the operating lease before the first execution date, the company adopts the present value after discounting the incremental loan interest rate before the first execution date to measure the lease liability, with an amount of CNY 9,894,351.89, of which CNY 2,608,405.54 due within one year is reclassified to non-current liabilities due within one year. The company measures the right-of-use assets of CNY 9,894,351.89 according to the amount equal to the lease liability and the necessary adjustment according to the prepaid rent. There is no decrease in prepayments. Note 4. TAXATION 4.1 Major Categories of Tax and Tax Rates Applicable to the Company axes Tax bases Tax rates The taxable revenue from sales of goods or 13%,11%,9%,5%, Value-added tax (VAT) rendering of services 6%,3% Consumption tax The taxable revenue from sales of goods 10% For housing property levied on the basis of price, housing property tax is levied at the Housing property tax rate of 1.2% of the balance after deducting 1.2%、12% 30% of the cost; for housing property levied on the basis of rent, housing property tax is 179 深圳市特力(集团)股份有限公司 2021 年年度报告全文 axes Tax bases Tax rates levied at the rate of 12% of rent revenue. Urban maintenance and Turnover tax payable 7% construction tax Education surcharge Turnover tax payable 3% Local education surcharge Turnover tax payable 2% Enterprise income tax Taxable income 20%、25% Tax rates of income tax of different subsidiaries are stated as below: Name of Taxpayer Rate of Income Tax 深圳市新永通机动车检测设备有限公司 (Shenzhen Xinyongtong Auto 20% Vehicle Inspection Equipment Co., Ltd.) 深圳市华日安信汽车检测有限公司 (Shenzhen Huari Anxin Automobile 20% Inspection Co., Ltd.) 深圳市特力创盈科技有限公司(Shenzhen Tellus Chuangying Technology 20% Co., Ltd.) Taxpayers other than the above-mentioned 25% 4.2 Tax Preference Pursuant to the document numbered Cai Shui [2019] 13 issued by State Taxation Administration, Shenzhen Xinyongtong Auto Vehicle Inspection Equipment Co., Ltd. and Shenzhen Huari Anxin Auto Vehicle Inspection Co., Ltd. enjoys the preferential tax policy for micro and small-sized enterprises, and is subject to the enterprise income tax rate of 20%. Note 5. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5.1 Monetary funds (1) Details Items 31 Dec 2021 31 Dec 2020 Cash on hand 36,941.24 20,542.55 Cash in bank 240,545,115.92 237,605,156.38 Total 240,582,057.16 237,625,698.93 (1) The bank deposit of CNY 26,926,471.30 is the supervision fund of the company's development 180 深圳市特力(集团)股份有限公司 2021 年年度报告全文 of plot 03 of the upgrading and reconstruction project of Tellus-Jimeng gold jewelry industrial park. The performance guarantee fund is 2,000,000.00 CNY. In addition, there is no other money with limited use and potential recovery risk due to mortgage, pledge or freezing in the monetary fund at the end of the period. 5.2 Held-for-trading financial assets Items 31 Dec 2021 31 Dec 2020 Financial assets classified as at fair value 412,712,843.84 314,013,869.86 through profit or loss Including: Debt instrument investments 412,712,843.84 314,013,869.86 Total 412,712,843.84 314,013,869.86 The trading financial assets at the end of the period increased by 31.43% compared with the beginning of the period, mainly due to the company using idle self-owned funds for cash management. 5.3 Accounts receivable (1) Details on ages Items 31 Dec 2021 31 Dec 2020 Within 1 year 18,274,113.05 20,025,574.10 1-2 years 3,360.00 2-3 years 3,360.00 Over 3 years 48,781,485.16 49,125,862.29 Subtotal 67,058,958.21 69,154,796.39 Less: provision for bad debts 48,964,898.29 49,326,286.03 Total 18,094,059.92 19,828,510.36 (2) Details on categories Closing balance Book balance Provision for bad debts Categories Provision Carrying amount Amount % to total Amount proportion (%) 181 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Closing balance Book balance Provision for bad debts Categories Provision Carrying amount Amount % to total Amount proportion (%) Receivables with 48,781,485.16 72.74 48,781,485.16 100.00 provision made on an individual basis Receivables with 18,277,473.05 27.26 183,413.13 1.00 18,094,059.92 provision made on a collective basis Total 67,058,958.21 100.00 48,964,898.29 73.02 18,094,059.92 (Continued) Opening balance Book balance Provision for bad debts Categories Provision Carrying amount Amount % to total Amount proportion (%) Receivables with 49,125,862.29 71.04 49,125,862.29 100.00 provision made on an individual basis Receivables with 20,028,934.10 28.96 200,423.74 1.00 19,828,510.36 provision made on a collective basis Total 69,154,796.39 100.00 49,326,286.03 71.33 19,828,510.36 Specific description of provision for bad debts: (a) Accounts receivable with provision made on an individual basis Provision for Provision Debtors Book balance Reasons bad debts proportion (%) 182 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Provision for Provision Debtors Book balance Reasons bad debts proportion (%) 深圳市金路工贸公司 Expected to be (Shenzhen Jinlu Industrial 9,846,607.00 9,846,607.00 100.00 unrecoverable and Trading Co., Ltd.) due to long ages 广东 湛江 三星 汽车 股份 有 Expected to be 限 公 司 (Guangdong 4,060,329.44 4,060,329.44 100.00 unrecoverable Zhanjiang Sanxing due to long ages Automobile Co., Ltd.*) Expected to be 王昌龙 2,370,760.40 2,370,760.40 100.00 unrecoverable (WANG Changlong) due to long ages 惠州 市建 达城 道桥 工程 公 Expected to be 司 (Huizhou Jiandacheng 2,021,657.70 2,021,657.70 100.00 unrecoverable Road and Bridge due to long ages Engineering Co., Ltd.*) 江铃汽车制造厂 Expected to be (Jiangling Automobile 1,191,059.98 1,191,059.98 100.00 unrecoverable Factory*) due to long ages 阳江市汽车贸易有限公司 Expected to be (Yangjiang Automobile 1,150,000.00 1,150,000.00 100.00 unrecoverable Trading Co., Ltd.*) due to long ages 广东省物资集团 Expected to be (Guangdong Materials 1,862,000.00 1,862,000.00 100.00 unrecoverable Group Corporation*) due to long ages Expected to be Others 26,279,070.64 26,279,070.64 100.00 unrecoverable due to long ages Subtotal 48,781,485.16 48,781,485.16 100.00 The English names are for identification purpose only. * The English names are for identification purpose only. 183 深圳市特力(集团)股份有限公司 2021 年年度报告全文 (b) Account receivables with provision for bad debts made on a collective basis using age analysis method 31 Dec 2021 Ages Book balance Provision for bad debts Provision proportion (%) Within 1 year 18,274,113.05 182,741.13 1.00 1 - 2 years 2 - 3years 3,360.00 672.00 20.00 Subtotal 18,277,473.05 183,413.13 1.00 (Continued) 31 Dec 2020 Ages Book balance Provision for bad debts Provision proportion (%) Within 1 year 20,025,574.10 200,255.74 1.00 1 - 2 years 3,360.00 168.00 5.00 2 - 3years Subtotal 20,028,934.10 200,423.74 1.00 The confirmation standard and description of provision for bad debts made on a collective basis, please refer to Note 3.10. (3) Changes in provision for bad debts Increase Decrease Opening Closing Items Recover Othe balance Accrual Others Reversal Written-off* balance y rs Receivables 49,125,862.29 344,377.13 48,781,485.16 with provision made on an individual basis Receivables 200,423.74 -17,010.61 183,413.13 with provision 184 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Increase Decrease Opening Closing Items Recover Othe balance Accrual Others Reversal Written-off* balance y rs made on a collective basis Subtotal 49,326,286.03 -17,010.61 344,377.13 48,964,898.29 * Refer to the cancellation of subsidiaries in the current period and the written-off of the originally accrued bad debt provision. (4) Details of the top 5 debtors with largest balances Proportion to the total Provision for Debtors Book balance balance of accounts bad debts receivable (%) 深 圳 市 金 路 工 贸 公 司 (Shenzhen Jinlu 9,846,607.00 14.68 9,846,607.00 industry and Trade Co., Ltd.*) 广东湛江三星汽车股份有限公司 4,060,329.44 6.05 (Guangdong Samsung Automobile Co., 4,060,329.44 Ltd.*) 深圳市尚金缘珠宝实业有限公司 (Shenzhen shangjinyuan Jewelry Industry 2,981,007.49 4.45 29,810.07 Co., Ltd.*) 王昌龙(Wang Changlong) 2,370,760.40 3.54 2,370,760.40 广 东 省 物 资 集 团 (Guangdong Materials 2,021,657.70 3.01 2,021,657.70 Group) 31.73 18,329,164.61 Subtotal 21,280,362.03 5.4 Prepayments (1) Details on ages 31 Dec 2021 31 Dec 2020 Ages Book balance % to total Book balance % to total Within 1 year 16,519,701.91 99.92 9,834,423.80 99.86 185 深圳市特力(集团)股份有限公司 2021 年年度报告全文 31 Dec 2021 31 Dec 2020 Ages Book balance % to total Book balance % to total 1-2 years 800 0.01 2-3 years 632 0.01 Over 3 years 12,525.94 0.08 11,893.94 0.12 Total 16,532,227.85 100 9,847,749.74 100 The prepayment at the end of the period increased by 67.88% compared with the beginning of the period, mainly due to the increase of the company's prepayment for automobile purchase. (2) Details of the top 5 debtors with largest balances Proportion to the total balance Debtors Book balance of advances paid (%) 一汽丰田汽车销售有限公司 12,801,407.73 77.43 (FAW Toyota Motor Sales Co., Ltd.) 丰田汽车(中国)投资有限公司 2,776,364.00 16.79 (Toyota Motor (China) Investment Co., Ltd.*) 深圳三粤广告传媒有限公司 (Shenzhen Sanyue advertising media Co., 253,750.00 1.54 Ltd) 小鹏汽车销售有限公司 264,431.18 1.6 (Xiaopeng Automobile Sales Co., Ltd.*) 深圳市燃气集团股份有限公司 127,005.50 0.77 (Shenzhen Gas Corporation Ltd.*) Subtotal 16,222,958.41 98.13 5.5 Other Receivables (1) Details Items Closing balance Opening balance Interest receivable Dividend receivable 547,184.35 24,647,732.42 The English names are for identification purpose only. 186 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Items Closing balance Opening balance Other receivables 4,525,786.42 4,622,058.41 Total 5,072,970.77 29,269,790.83 Other receivables at the end of the period decreased by 82.67% compared with the beginning of the period, mainly due to the recovery of dividends from the original associate Shenzhen Dongfeng Automobile Co., Ltd. (2) Dividend receivable (a) Details Items Closing balance Opening balance 中国浦发机械工业股份有限公司 547,184.35 547,184.35 (China Perfect Machinery Industry Corp., Ltd.) 深圳东风汽车有限公司 24,100,548.07 (Shenzhen Dongfeng Automobile Co., Ltd.*) Subtotal 547,184.35 24,647,732.42 Less: provision for bad debts Total 547,184.35 24,647,732.42 (b) Dividend receivable over 1 year Items Closing balance Ages Reasons Notes 中国浦发机械工业股份有 限公司 2-3 No 547,184.35 Not yet paid (China Perfect Machinery years impairment Industry Corp., Ltd.) Total 547,184.35 (3) Other receivables (a) Other receivables categorized by ages Ages Closing Balance Opening Balance Within 1 year 1,585,442.66 1,800,294.61 The English names are for identification purpose only. The English names are for identification purpose only. 187 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Ages Closing Balance Opening Balance 1 – 2 years 531,458.10 161,722.86 2 – 3 years 82,621.56 417,554.97 Over 3 years 54,068,194.72 54,005,535.26 Subtotal 56,267,717.04 56,385,107.70 Less: provision for bad debts 51,741,930.62 51,763,049.29 Total 4,525,786.42 4,622,058.41 (b) Other receivables categorized by nature Nature of receivables Closing balance Opening balance Deposit as security 598,861.89 477,190.50 Reserve fund 13,822.20 Temporary advance payment receivable 55,668,855.15 55,894,095.00 Subtotal 56,267,717.04 56,385,107.70 Less: provision for bad debts 51,741,930.62 51,763,049.29 Total 4,525,786.42 4,622,058.41 (c) Other receivables categorized by methods of provision for bad debts A. As of 2021-12-31, provision for bad debts according to the model of phase I/II/III: Phase Closing balance Provision for bad debts Opening balance I 2,199,522.32 58,951.65 2,140,570.67 II III 54,068,194.72 51,682,978.97 2,385,215.75 Total 56,267,717.04 51,741,930.62 4,525,786.42 As of 2021-12-31, provision for bad debts at phase I: Provision Provision Reasons for Carrying Catagories Book Balance proportion for bad provision Amount (%) debts made 188 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Provision Provision Reasons for Carrying Catagories Book Balance proportion for bad provision Amount (%) debts made Receivables with provision made on an individual basis Receivables with provision made on a 2,199,522.32 2.68 58,951.65 2,140,570.67 collective basis no dramatic 1. P credit risk ortfolio grouped 1,629,772.93 2.17 35,331.04 1,594,441.89 change after with ages confirmed 2. no P dramatic ortfolio grouped credit risk 569,749.39 4.15 23,620.61 546,128.78 with deposit as change after security confirmed Total 2,199,522.32 2.68 58,951.65 2,140,570.67 As of 2021-12-31, provision for bad debts at phase III: Provision Reasons for Provision for Carrying Catagories Book Balance proportion provision bad debts Amount (%) made credit risk Receivables with change provision made on 49,297,763.20 100 49,297,763.20 dramatically an individual basis after confirmed Receivables with provision made on a 4,770,431.52 50 2,385,215.77 2,385,215.75 collective basis 1. credit risk 4,741,319.02 50 2,370,659.52 2,370,659.50 Portfolio grouped change 189 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Provision Reasons for Provision for Carrying Catagories Book Balance proportion provision bad debts Amount (%) made with ages dramatically after confirmed 2. P Portfolio grouped 29,112.50 50 14,556.25 14,556.25 with deposit as security Total 54,068,194.72 95.59 51,682,978.97 2,385,215.75 B. As of 2020-12-31, provision for bad debts according to the model of phase I/II/III: Phase Closing balance Provision for bad debts Opening balance I 2,379,572.44 109,600.10 2,269,972.34 II III 54,005,535.26 51,653,449.19 2,352,086.07 Total 56,385,107.70 51,763,049.29 4,622,058.41 As of 2020-12-31, provision for bad debts at phase I: Provision Reasons for Provision for Carrying Catagories Book Balance proportion provision bad debts Amount (%) made Receivables with provision made on an individual basis Receivables with provision made on a 2,379,572.44 4.61 109,600.10 2,269,972.34 collective basis no dramatic 1. Portfolio grouped 1,931,494.44 5.44 105,119.32 1,826,375.12 credit risk 190 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Provision Reasons for Provision for Carrying Catagories Book Balance proportion provision bad debts Amount (%) made with ages change after confirmed no dramatic 2.Portfolio grouped credit risk with deposit as 448,078.00 1 4,480.78 443,597.22 change after security confirmed Total 2,379,572.44 4.61 109,600.10 2,269,972.34 As of 2020-12-31, provision for bad debts at phase III: Provision Reasons for Provision for Carrying Catagories Book Balance proportion provision made bad debts Amount (%) credit risk Receivables with change provision made on 49,301,363.12 100 49,301,363.12 dramatically an individual basis after confirmed Receivables with provision made on 4,704,172.14 50 2,352,086.07 2,352,086.07 an collective basis credit risk 1. Portfolio grouped change 4,675,059.64 50 2,337,529.82 2,337,529.82 with ages dramatically after confirmed 2.Portfolio grouped with deposit as 29,112.50 50 14,556.25 14,556.25 security Total 54,005,535.26 95.64 51,653,449.19 2,352,086.07 As of 2021-12-31, other receivables with provision made on an individual basis Provision for Provision Debtors Book balance bad debts proportion (%) 中汽华南汽车销售公司 9,832,956.37 9,832,956.37 100 191 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Provision for Provision Debtors Book balance bad debts proportion (%) (Zhongqi South China Automobile Sales Co., Ltd.) 南方工贸深圳实业公司 (Shenzhen Nanfang Industry and Trade Co., 7,359,060.75 7,359,060.75 100 Ltd.*) 深圳中浩(集团)股份有限公司 5,000,000.00 5,000,000.00 100 (Shenzhen Zhonghao (Group) Co., Ltd.*) 金贝丽家电公司 2,706,983.51 2,706,983.51 100 (Jinbeili Household Appliances Co., Ltd.*) 深圳市新兴泰贸易有限公司 2,418,512.90 2,418,512.90 100 (Shenzhen Xinxingtai Trading Co., Ltd.*) 深圳石油化工(集团)股份有限公司 1,898,419.67 1,898,419.67 100 (Shenzhen Petrochemical (Group) Co., Ltd.*) 深圳市特发华通包装实业有限公司 (Shenzhen SDG Huatong Packaging Co., 1,212,373.79 1,212,373.79 100 Ltd.*) 深圳金鹤标准件模具有限公司 1,023,560.00 1,023,560.00 100 (Shenzhen Jinhe Mould Co., Ltd.*) Others 17,845,896.21 17,845,896.21 100 Total 49,297,763.20 49,297,763.20 100 As of 2021-12-31, other receivables with provision made on an collective basis Provision proportion Provision for Categories Book Balance (%) bad debts 1.Portfolio grouped with ages 6,371,091.95 2,405,990.56 37.76 Including: Within 1 year 1,463,771.27 14,637.72 1 1 – 2 years 83,380.10 4,169.01 5 2 – 3 years 82,621.56 16,524.31 20 Over 3 years 4,741,319.02 2,370,659.52 50 The English names are for identification purpose only. 192 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Provision proportion Provision for Categories Book Balance (%) bad debts 2.Portfolio grouped with deposit 598,861.89 38,176.86 6.37 as security Total 6,969,953.84 2,444,167.42 35.07 As of 2020-12-31, other receivables with provision made on an collective basis Provision proportion Provision for Categories Book Balance (%) bad debts 1.Portfolio grouped with ages 6,606,554.08 2,442,649.14 36.97 Including: Within 1 year 1,352,216.61 13,522.17 1 1 – 2 years 161,722.86 8,086.15 5 2 – 3 years 417,554.97 83,511.00 20 Over 3 years 4,675,059.64 2,337,529.82 50 2.Portfolio grouped with deposit 477,190.50 19,037.00 3.99 as security Total 7,083,744.58 2,461,686.14 34.75 (d) Changes in provision for bad debts Phase I Phase II Phase III Lifetime Lifetime 12month Items expected credit expected credit Total expected credit losses (credit not losses (credit losses impaired) impaired) Opening balance 109,600.10 51,653,449.19 51,763,049.29 Opening balance in current period --Transferred to phase II --Transferred to phase III --Reversed to phase II --Reversed to phase I 193 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Phase I Phase II Phase III Lifetime Lifetime 12month Items expected credit expected credit Total expected credit losses (credit not losses (credit losses impaired) impaired) Provision made in current -50,648.45 29,529.78 -21,118.67 period Provision recovered in current period Provision reversed in current period Provision written-off in current period Other changes Closing balance 58,951.65 51,682,978.97 51,741,930.62 (e) Details of the top 5 debtors with largest balances Proportion to the Nature of total balance of Provision for Debtors Book balance Ages receivables other receivables bad debts (%) 中汽华南汽车销售公 司 (Zhongqi South Current Over 3 9,832,956.37 17.48 9,832,956.37 China Automobile account years Sales Co., Ltd. *) 南方工贸深圳实业公 司(Shenzhen Nanfang Current Over 3 7,359,060.75 13.08 7,359,060.75 Industry and Trade account years Co., Ltd. *) 深圳中浩(集团)股 Current Over 3 份 有 限 公 司 5,000,000.00 8.89 5,000,000.00 account years (Shenzhen Zhonghao 194 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Proportion to the Nature of total balance of Provision for Debtors Book balance Ages receivables other receivables bad debts (%) (Group) Co., Ltd. *) 深圳凯丰特种汽车工 业有限公司 Current Over 3 (Shenzhen Kaifeng 4,413,728.50 7.84 2,206,864.25 account years Special Automobile Industry Co., Ltd.*) 深圳市金贝丽电器有 限 公 司 (Jinbeili Current Over 3 Household 2,706,983.51 4.81 2,706,983.51 account years Appliances Co., Ltd. *) Total 29,312,729.13 52.1 27,105,864.88 5.6 Inventories (1) Details Closing balance Opening balance Items Provision for Carrying Provision for Carrying Book balance Book balance write-down amount write-down amount Raw materials 15,814,028.99 14,772,382.17 1,041,646.82 15,481,888.98 14,772,382.17 709,506.81 Goods on hand 39,261,052.16 14,867,773.94 24,393,278.22 35,515,473.74 14,145,300.62 21,370,173.12 Total 55,075,081.15 29,640,156.11 25,434,925.04 50,997,362.72 28,917,682.79 22,079,679.93 (2) Provision for inventory write-down Increase Decrease Closing Items Opening balance Reversal or Provision Others Others balance written-off Raw materials 14,772,382.17 14,772,382.17 Goods on hand 14,145,300.62 812,607.69 90,134.37 14,867,773.94 195 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Increase Decrease Closing Items Opening balance Reversal or Provision Others Others balance written-off Subtotal 28,917,682.79 812,607.69 90,134.37 29,640,156.11 5.7 Held-for-sale assets Non-current assets or disposal group held for sale at the end of the period Book value Fair value Estimated disposal Estimated Items (2021-12-31) (2021-12-31) expenses disposal time 深圳市汽车工业进出口 有 限 公 司 (Shenzhen automobile industry 530,520.33 530,520.33 import and Export Co., Ltd.*) Total 530,520.33 530,520.33 The company's subsidiary "Shenzhen automobile industry trade Co., Ltd." sold 35.75% of the equity of the joint-stock enterprise "Shenzhen automobile industry import and Export Co., Ltd." through public listing. On December 21, 2021, the company signed the enterprise state-owned property right transfer contract with the listed transferee to transfer 35.75% of the equity of "Shenzhen automobile industry import and Export Co., Ltd." with CNY 9.3346 million. On January 7, 2022, the subsidiary received a total equity transfer payment of CNY 9.3346 million. According to the CAS No. 42 – Non-current assets held for sale, disposal group and discontinued operations, the company classified the balance of CNY 530,500.00 of long-term equity investment in Shenzhen automobile industry import and Export Co., Ltd. as held for sale assets as of December 31, 2021, and will not be accounted with the equity method after December 31, 2021. 5.8 Other Current Assets Items Closing balance Opening balance Input VAT to be credited 8,596,585.57 6,000,566.69 Total 8,596,585.57 6,000,566.69 5.9 Long-term receivables 196 深圳市特力(集团)股份有限公司 2021 年年度报告全文 (1) Details of long-term receivables 31 Dec 2021 31 Dec 2020 Discount Items Provision for Carrying Provision for Carrying rate Book balance Book balance bad debts amount bad debts amount range Related 2,179,203.68 2,179,203.68 2,179,203.68 2,179,203.68 transactions Total 2,179,203.68 2,179,203.68 2,179,203.68 2,179,203.68 (2) Changes in provision for bad debts (a) As of December 31, 2021, the provision for bad debts shall be made according to the following three stages: Stage Book balance Provision for bad debts Carrying accounts Stage 3 2,179,203.68 2,179,203.68 Total 2,179,203.68 2,179,203.68 As of December 31, 2021, the provision for bad debts of long-term receivables in the third stage is as follows: Provision rate Provision for Carrying Category Book balance Reason (%) bad debts accounts Risk increased Provision for bad 2,179,203.68 100 2,179,203.68 after originally debts by single item recognized Total 2,179,203.68 100 2,179,203.68 (b) As of December 31, 2020, the provision for bad debts is calculated and drawn according to the third stage model as follows: Stage Book balance Provision for bad debts Carrying accounts Stage 1 Stage 2 Stage 3 2,179,203.68 2,179,203.68 Total 2,179,203.68 2,179,203.68 On December 31, 2020, the provision for bad debts of long-term receivables in the third stage is as follows: Provision rate Provision for Carrying Category Book balance Reason (%) bad debts accounts Risk increased Provision for bad 2,179,203.68 100 2,179,203.68 after originally 197 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Provision rate Provision for Carrying Category Book balance Reason (%) bad debts accounts debts by single item recognized Total 2,179,203.68 100 2,179,203.68 5.10. Long-term equity investments (1) Details Increase/Decrease Investment income Adjustment in other Investees Opening balance Investment Investments recognized under comprehensive s increased decreased equity method income Joint ventures 深圳特力吉盟投资有限公司 (Shenzhen Tellus Jimeng 37,666,741.13 9,823,999.65 Investment Co., Ltd.*) 深圳市特力行投资有限公司 (Shenzhen Tellus Xing 12,697,424.88 754,797.47 Investment Co., Ltd.*)[Note5] Subtotal 50,364,166.01 10,578,797.12 Associates 深圳市仁孚特力汽车服务有 限公司 (Shenzhen Renfu 33,607,146.14 7,760,758.20 Tellus Automobiles Service Co., Ltd.*) 深圳市汽车工业进出口有限 公 司 (Shenzhen Automobile 995,270.33 -464,750.00 Industry Import and Export Co., Ltd.*)[Note6] 深圳东风汽车有限公司 38,674,373.09 38,674,373.09 (Shenzhen Dongfeng * The English names are for identification purpose only. 198 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Increase/Decrease Investment income Adjustment in other Investees Opening balance Investment Investments recognized under comprehensive s increased decreased equity method income Automobile Co., Ltd. * )[Note4] 深圳市新永通油泵环保有限 公 司 (Shenzhen Xinyongtong Oil Pump and Environmental Protection Co., Ltd.*) 深圳市新永通咨询有限公司 (Shenzhen Xinyongtong Consulting Co., Ltd.*) 深圳特力汽车服务连锁有限 公 司 (Shenzhen Tellus Automobile Services Chain Co., Ltd.*) [Note 3] 深圳市新永通汽车服务有限 公 司 (Shenzhen Xinyongtong Automobile Service Co., Ltd.*) [Note 4] 深圳市永通信达检测设备有 限 责 任 公 司 (Shenzhen Yongtong Xinda Inspection Equipment Co., Ltd.*) [Note 3] 湖南昌阳实业股份有限公司 (Hunan Changyang Industrial Co., Ltd.*) [Note 1] 深圳捷成电子有限公司 (Shenzhen Jiecheng Electronic Co., Ltd.*) [Note 1] 199 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Increase/Decrease Investment income Adjustment in other Investees Opening balance Investment Investments recognized under comprehensive s increased decreased equity method income 深圳先导新材料有限公司 (Shenzhen Xiandao New Materials Co., Ltd.*) [Note 1] 中国汽车工业深圳贸易公司 (China Automobile Shenzhen Trading Co., Ltd. *) [Note 1] 深圳通用标准件有限公司 (Shenzhen General Standard Parts Co., Ltd.*) [Note 1] 深圳中汽华南汽车销售公司 (Zhongqi South China Automobile Sales Co., Ltd. *) [Note 1] 深圳百力源电源有限公司 (Shenzhen Bailiyuan Power Co., Ltd.*) [Note 1] 深圳市益民汽车贸易公司 (Shenzhen Yimin Automobile Trading Co., Ltd.*) [Note 1] 深圳火炬火花塞工业公司 (Shenzhen Torch Spark Plug Industrial Co., Ltd.*) Subtotal 73,276,789.56 38,674,373.09 7,296,008.20 深圳汉力高技术陶瓷有限公 司 (Shenzhen Haneco Technologies Ceramics Co., Ltd.*) [Note 2] 深圳市南方汽车维修中心 (Nanfang Automobile * The English names are for identification purpose only. 200 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Increase/Decrease Investment income Adjustment in other Investees Opening balance Investment Investments recognized under comprehensive s increased decreased equity method income Repairing Center*) [Note 2] Subtotal Total 123,640,955.57 38,674,373.09 17,874,805.32 (Continued) Increase/Decrease Closing Cash Changes in Closing balance of Investees dividend/profit Provision for other Others balance provision for declared for impairment equity impairment distribution Joint ventures 深圳特力吉盟投资有限公 司 (Shenzhen Tellus Jimeng 47,490,740.78 Investment Co., Ltd. *) 深圳市特力行投资有限公 司 (Shenzhen Tellus Xing 13,452,222.35 Investment Co., Ltd. * )[Note5] Subtotal 60,942,963.13 Associates 深圳市仁孚特力汽车服务 有 限公 司(Shenzhen Renfu 14,000,000.00 27,367,904.34 Tellus Automobiles Service Co., Ltd. *) 深圳市汽车工业进出口有 限 公 司 (Shenzhen Automobile Industry Import 530,520.33 and Export Co., Ltd. * )[Note6] 深圳东风汽车有限公司 201 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Increase/Decrease Closing Cash Changes in Closing balance of Investees dividend/profit Provision for other Others balance provision for declared for impairment equity impairment distribution (Shenzhen Dongfeng Automobile Co., Ltd. * )[Note4] 深圳市新永通油泵环保有 限 公 司 (Shenzhen Xinyongtong Oil Pump and 127,836.59 Environmental Protection Co., Ltd. )* 深圳市新永通咨询有限公 司 41,556.83 (Shenzhen Xinyongtong Consulting Co., Ltd.*) 深圳特力汽车服务连锁有 限 公 司 (Shenzhen Tellus Automobile Services Chain Co., Ltd.*) [Note 3] 深圳市新永通汽车服务有 限 公 司 (Shenzhen Xinyongtong Automobile Service Co., Ltd.*) [Note 4] 深圳市永通信达检测设备 有限 责任 公司 (Shenzhen Yongtong Xinda Inspection Equipment Co., Ltd.*) [Note 3] 湖南昌阳实业股份有限公 司 (Hunan Changyang 1,810,540.70 Industrial Co., Ltd.*) [Note 1] 202 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Increase/Decrease Closing Cash Changes in Closing balance of Investees dividend/profit Provision for other Others balance provision for declared for impairment equity impairment distribution 深圳捷成电子有限公司 (Shenzhen Jiecheng 3,225,000.00 Electronic Co., Ltd.*) [Note 1] 深圳先导新材料有限公司 (Shenzhen Xiandao New 4,751,621.62 Materials Co., Ltd.*) [Note 1] 中国汽车工业深圳贸易公 司 (China Automobile 400,000.00 Shenzhen Trading Co., Ltd. *) [Note 1] 深圳通用标准件有限公司 (Shenzhen General 500,000.00 Standard Parts Co., Ltd.*) [Note 1] 深圳中汽华南汽车销售公 司 (Zhongqi South China 2,250,000.00 Automobile Sales Co., Ltd. * ) [Note 1] 深圳百力源电源有限公司 (Shenzhen Bailiyuan Power 1,320,000.00 Co., Ltd.*) [Note 1] 深圳市益民汽车贸易公司 (Shenzhen Yimin 200,001.10 Automobile Trading Co., Ltd.*) [Note 1] * The English names are for identification purpose only. 203 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Increase/Decrease Closing Cash Changes in Closing balance of Investees dividend/profit Provision for other Others balance provision for declared for impairment equity impairment distribution 深圳火炬火花塞工业公司 (Shenzhen Torch Spark 17,849.20 Plug Industrial Co., Ltd.*) Subtotal 14,000,000.00 530,520.33 27,367,904.34 14,644,406.04 深圳汉力高技术陶瓷有限 公司 (Shenzhen Haneco 1,956,000.00 Technologies Ceramics Co., Ltd.*) [Note 2] 深圳市南方汽车维修中心 (Nanfang Automobile 6,700,000.00 Repairing Center*) [Note 2] Subtotal 8,656,000.00 Total 14,000,000.00 530,520.33 88,310,867.47 23,300,406.04 Note 1: Industrial and commercial registration of these companies has been revoked, and the Company has made full provision for impairment for these long-term equity investments. Note 2: The operating period of Shenzhen Haneco Technologies Ceramics Co., Ltd. ran from September 21, 1993 to September 21, 1998. The operating period of Shenzhen Nanfang Automobile Repairing Center ran from July 12, 1994 to July 11, 2002. These companies have ceased operation for many years and their industrial and commercial registration has been revoked because they did not participate in the annual industrial and commercial inspection. The Company is unable to exercise effective control over these companies. Therefore, they are not included in the consolidated scope of the Company ’ s consolidated financial statements. The carrying amount of the Company’s investment in these companies is zero. Note 3: The book balances of these long-term equity investments have been adjusted to 0 yuan through the recognition of profit and loss adjustments under equity method. Note 4: The equity of the company held by us has been transferred in the current period. Note 5: We hold 51% of the equity of the Company. According to the articles of association of the company, the rights of voting and nominated directors cannot be unilaterally decided on the relevant decisions by the company's shareholders' meeting and the board of 204 深圳市特力(集团)股份有限公司 2021 年年度报告全文 directors, and we do not control the company. Note6: According to the CAS No. 42 - Non-current assets held for sale, disposal group and discontinued operations, the company classified the balance of CNY 530,520.33 of long-term equity investment in Shenzhen automobile industry import and Export Co., Ltd. as held for sale assets as of December 31, 2021, and will not be accounted with the equity method after December 31, 2021. 5.11 Other equity instrument investments (1)Details of other equity instrument investments Items 31 Dec 2021 31 Dec 2020 Public equity instrument investment Non-public equity instrument investment 10,176,617.20 10,176,617.20 Total 10,176,617.20 10,176,617.20 (2) Details of non-held-for-trading equity instrument investments Reasons for Reasons designated as Dividend Amount of other transferring fair value income comprehensive other Accumulate Accumulate measurement with Items recognized in income transferred comprehensiv d profits d loss changes included in the current to retained e income into other comprehensive period earnings retained income earnings China Perfect Strategic investment Machinery expected to be held Industry Corp., for a long time Ltd. 5.12 Investment property (1) Investment real estate with cost measurement model Buildings and Items Land use right Total structures Cost Opening balance 639,235,625.45 49,079,520.00 688,315,145.45 Increase 9,481,050.45 9,481,050.45 1) Acquisition 8,312,377.03 8,312,377.03 205 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Buildings and Items Land use right Total structures 2) Others 1,168,673.42 1,168,673.42 Decrease 2,719,453.24 2,719,453.24 1) Disposal 2) Others 2,719,453.24 2,719,453.24 Closing balance 645,997,222.66 49,079,520.00 695,076,742.66 Accumulated depreciation and amortization Opening balance 117,837,641.96 2,230,887.36 120,068,529.32 Increase 22,509,475.12 1,115,443.68 23,624,918.80 1) Accrual 18,688,549.50 1,115,443.68 19,803,993.18 2) Transfer in from fixed assets 3,820,925.62 3,820,925.62 Decrease 1) Transfer out to fixed assets Closing balance 140,347,117.08 3,346,331.04 143,693,448.12 Provision for impairment Carrying amount Closing balance 505,650,105.58 45,733,188.96 551,383,294.54 Opening balance 521,397,983.49 46,848,632.64 568,246,616.13 (2) Investment property with certificate of titles being unsettled Items Carrying amount Reasons for unsettlement 中 核 办 公 楼 (Zhonghe office Due to historical reasons, certificate of 4,414,645.05 building) titles has not been applied for. Due to historical reasons, certificate of 笋岗 12 栋(Building 12, Sungang) 12,588.53 titles has not been applied for. 笋 岗 12 栋 商 铺 (Building 12 stores, Due to historical reasons, certificate of 38,916.87 Sungang) titles has not been applied for. Subtotal 4,466,150.45 5.13 Fixed assets (1) Details by category 206 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Items 31 Dec 2021 31 Dec 2020 Fixed assets 109,438,198.23 119,136,917.91 Liquidation of fixed assets Total 109,438,198.23 119,136,917.91 (2) Fixed assets (a) Details of fixed assets Office and Buildings and General Transport Electronic Items other Total structures equipment facilities equipment equipment Cost Opening balance 281,403,065.30 22,284,034.71 5,177,216.34 10,901,047.18 6,719,081.84 326,484,445.37 Increase 1,765,488.74 39,012.22 1,339,701.70 1,512,011.35 1,175,130.83 5,831,344.84 1) Acquisition 1,765,488.74 39,012.22 1,339,701.70 1,512,011.35 1,175,130.83 5,831,344.84 Decrease 8,312,377.03 96,814.64 680,995.39 68,253.17 43,258.38 9,201,698.61 1) Disposal/scrap 96,814.64 680,995.39 68,253.17 43,258.38 889,321.58 2) Transfer out to investment 8,312,377.03 8,312,377.03 property Closing balance 274,856,177.01 22,226,232.29 5,835,922.65 12,344,805.36 7,850,954.29 323,114,091.60 Accumulated depreciation Opening balance 181,251,255.82 8,561,758.35 3,426,528.00 7,601,240.63 2,261,291.60 203,102,074.40 Increase 7,365,391.84 1,245,912.67 502,073.76 863,489.16 708,998.79 10,685,866.22 1) Accrual 7,365,391.84 1,245,912.67 502,073.76 863,489.16 708,998.79 10,685,866.22 Decrease 3,820,925.62 87,133.17 372,979.05 38,164.44 38,298.03 4,357,500.31 1) Disposal/scrap 87,133.17 372,979.05 38,164.44 38,298.03 536,574.69 2) Transfer out to investment 3,820,925.62 3,820,925.62 property Closing balance 184,795,722.04 9,720,537.85 3,555,622.71 8,426,565.35 2,931,992.36 209,430,440.31 207 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Office and Buildings and General Transport Electronic Items other Total structures equipment facilities equipment equipment Provision for impairment Opening balance 3,836,768.43 319,675.11 6,165.00 17,984.71 64,859.81 4,245,453.06 Increase Decrease Closing balance 3,836,768.43 319,675.11 6,165.00 17,984.71 64,859.81 4,245,453.06 Carrying amount Closing balance 86,223,686.54 12,186,019.33 2,274,134.94 3,900,255.30 4,854,102.12 109,438,198.23 Opening balance 96,315,041.05 13,402,601.25 1,744,523.34 3,281,821.84 4,392,930.43 119,136,917.91 (b) Fixed assets rented-out under operating leases Items Carrying amount Buildings and structures 64,952,150.09 Subtotal 64,952,150.09 (c) Fixed assets with certificate of titles being unsettled Items Carrying amount Reasons for unsettlement Due to historical reasons, certificate of Yongtong Building 28,158,013.51 titles has not been applied for. Due to historical reasons, certificate of Automobile Building 14,626,048.69 titles has not been applied for. Tellus Building underground Unable to apply for certificate of titles 8,477,976.20 parking lot for parking lot Third – Fifth floor of Plant 1, Due to historical reasons, certificate of Plant 2, and Plant 3 on Taoyuan 3,265,867.51 titles has not been applied for. Road Tellus Building transfer story 1,426,541.48 Unable to apply for certificate of titles Due to historical reasons, certificate of Building 16 of Taohua Yuan 1,252,104.42 titles has not been applied for. 208 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Items Carrying amount Reasons for unsettlement Shuibei Zhongtian Complex Due to historical reasons, certificate of 799,280.82 Building titles has not been applied for. First floor of commercial and Due to historical reasons, certificate of 817,289.73 residential building in Bao’an titles has not been applied for. Due to historical reasons, certificate of Warehouse 795,291.01 titles has not been applied for. Due to historical reasons, certificate of Warehouse of trade department 63,803.65 titles has not been applied for. Due to historical reasons, certificate of Songquan Apartment (Mix) 10,086.79 titles has not been applied for. Due to historical reasons, certificate of Hostel on North Renmin Road 5,902.41 titles has not been applied for. Subtotal 59,698,206.22 5.14 Construction in progress (1)Details by category Projects 31 Dec 2021 31 Dec 2020 Construction in progress 210,197,546.72 101,740,485.48 Engineer materials Total 210,197,546.72 101,740,485.48 The construction in progress at the end of the period increased by 106.60% compared with that at the beginning of the period, mainly due to the increase in construction investment of Tellus Diamond Trading building. (2)Construction in progress (a) details 31 Dec 2021 31 Dec 2020 Provision Provision Projects Carrying Carrying Book balance for Book balance for amount amount impairment impairment 特力金钻交易大厦(Teli 210,072,702.40 210,072,702.40 100,252,309.72 100,252,309.72 209 深圳市特力(集团)股份有限公司 2021 年年度报告全文 31 Dec 2021 31 Dec 2020 Provision Provision Projects Carrying Carrying Book balance for Book balance for amount amount impairment impairment Diamond Trading Building) 05 地块(Plot 05) 1,391,331.44 1,391,331.44 其 他 工 程 (Other 124,844.32 96,844.32 96,844.32 construction) Total 210,197,546.72 210,197,546.72 101,740,485.48 101,740,485.48 (b) changes on significant construction in progress Opening Transferred to Other Projects Budgets Increase Closing balance balance fixed assets decrease 特力金钻交易大厦 (Teli Diamond 515,460,000 100,252,309.72 109,820,392.68 210,072,702.40 Trading Building) Total 100,252,309.72 109,820,392.68 210,072,702.40 (Continued) Accumulated Amount of Accumulated Completion Annual amount of borrowing cost Projects investment to budget percentage capitalization Fund source borrowing cost capitalization in (%) (%) rate (%) capitalization current period 特力金钻交易大厦 Self-owned 1,855,456.85 1,855,456.85 (Teli Diamond 40.75 40.75 4.20% fund / Bank Trading Building) loan 1,855,456.85 1,855,456.85 Total 5.15 Right of use Assets Projects Buildings and structures Total 1. Cost 210 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Projects Buildings and structures Total Opening balance (2020-12-31) — — Changes in accounting policies 9,894,351.89 9,894,351.89 Opening balance (2021-01-01) 9,894,351.89 9,894,351.89 Increase 418,841.07 418,841.07 Decrease Closing balance (2021-12-31) 10,313,192.96 10,313,192.96 2. Accumulated depreciation Opening balance (2020-12-31) — — Changes in accounting policies Opening balance (2021-01-01) Increase 2,976,277.13 2,976,277.13 Decrease Closing balance (2021-12-31) 2,976,277.13 2,976,277.13 3. Provision for impairment 4. Carrying amount Closing balance(2021-12-31) 7,336,915.83 7,336,915.83 Opening balance(2021-01-01) 9,894,351.89 9,894,351.89 The depreciation amount of the right of use assets in 2021 is CNY 2,976,277.13, of which the depreciation expense included in the operating cost is CNY 2,976,277.13. 5.16 Intangible assets (1) Details on intangible assets Items Land use right Trademarks Software Total Cost Opening balance 50,661,450.00 128,500.00 4,157,254.20 54,947,204.20 Increase 1,313,119.46 1,313,119.46 1) Acquisition 1,313,119.46 1,313,119.46 Decrease 211 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Items Land use right Trademarks Software Total 1) Disposal Closing balance 50,661,450.00 128,500.00 5,470,373.66 56,260,323.66 Accumulated amortization Opening balance 1,790,459.00 94,972.64 1,434,099.35 3,319,530.99 Increase 1,077,443.16 4,069.92 2,269,781.31 3,351,294.39 1) Accrual 1,077,443.16 4,069.92 2,269,781.31 3,351,294.39 Decrease 1) Disposal Closing balance 2,867,902.16 99,042.56 3,703,880.66 6,670,825.38 Provision for impairment Carrying amount Closing balance 47,793,547.84 29,457.44 1,766,493.00 49,589,498.28 Opening balance 48,870,991.00 33,527.36 2,723,154.85 51,627,673.21 (2) As of December 31, 2021, the land use right with book value of CNY 47,793,547.84 of the company has been mortgaged to Bank of China as the mortgage of bank loan. 5.17 Deferred charges Opening Other Closing Items Increase Amortization balance decreases balance Decoration 30,714,879.22 5,291,471.73 7,323,714.29 28,682,636.66 costs Total 30,714,879.22 5,291,471.73 7,323,714.29 28,682,636.66 5.18 Deferred tax assets、Deferred Tax Liabilities (1) Deferred tax assets before offset Closing balance Opening balance Deductible Deductible Items Deferred tax Deferred tax temporary temporary assets asset difference difference Provision for credit 33,998,204.09 8,499,551.03 33,995,288.38 8,498,822.10 212 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Closing balance Opening balance Deductible Deductible Items Deferred tax Deferred tax temporary temporary assets asset difference difference impairment Total 33,998,204.09 8,499,551.03 33,995,288.38 8,498,822.10 (2) Deferred tax liabilities before offset Closing balance Opening balance Taxable Taxable Items Deferred tax Deferred tax temporary temporary liabilities liabilities difference difference Taxable temporary 3,852,181.96 963,045.49 difference Total 3,852,181.96 963,045.49 (3) Details of unrecognized deferred tax assets Items Closing balance Opening balance Deductible temporary difference 126,073,843.71 126,380,054.13 Deductible losses 19,228,072.00 27,588,656.95 Subtotal 145,301,915.71 153,968,711.08 (4) Maturity years of deductible losses of unrecognized deferred tax assets Maturity years Closing balance Opening balance Remarks Year 2021 513,356.86 Year 2022 330,146.48 4,702,701.91 Year 2023 401,294.00 5,238,151.51 Year 2024 497,832.28 7,380,279.17 Year 2025 9,182,475.07 9,754,167.50 Year 2026 8,816,324.17 Subtotal 19,228,072.00 27,588,656.95 213 深圳市特力(集团)股份有限公司 2021 年年度报告全文 5.19 Other non-current assets Items 31 Dec 2021 31 Dec 2020 Prepayment for engineering equipment 56,169,049.73 49,478,268.29 VAT input tax to be certified 12,204,839.26 6,415,199.70 Others 100,000.00 100,000.00 Total 68,473,888.99 55,993,467.99 5.20 Accounts payable (1) Details by nature Items Closing balance Opening balance Payment for goods and services 4,068,460.06 5,130,983.91 Payment for engineering equipment 63,339,302.97 71,452,182.62 Total 67,407,763.03 76,583,166.53 (2) Significant accounts payable with age over one year Reasons for Items Closing balance unsettlement 深圳市英龙建安(集团)有限公司 The project has not 29,695,887.90 (Shenzhen Yinglong Jian’an (Group) Co., Ltd.) been settled. 深圳市特发地产有限公司 No repayment from 6,054,855.46 (Shenzhen SDG Real Estate Co., Ltd.*) related company. 深圳市易诺建设工程有限公司 The project has not 3,555,095.22 (Shenzhen Yinuo Construction Engineering Co., Ltd.*) been settled. 深圳市萃禄珠宝首饰有限公司 1,120,000.00 No repayment. (Shenzhen Cuilu Jewelry Co., Ltd*) Subtotal 40,425,838.58 5.21 Advance from customers Items Closing balance Opening balance Rental 1,827,827.28 2,403,580.47 The English names are for identification purpose only. 214 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Items Closing balance Opening balance Total 1,827,827.28 2,403,580.47 5.22 Contract Liability Items Closing balance Opening balance Item received in advance for goods 17,959,187.61 17,833,476.50 Item received in advance for services 3,100,123.57 1,155,151.63 Total 21,059,311.18 18,988,628.13 5.23 Employee benefits payable (1) Employee benefits payable Items Opening balance Increase Decrease Closing balance Short-term employee 28,365,685.21 69,844,794.94 59,316,882.40 38,893,597.75 benefits Post-employment benefits - defined 5,114,809.95 5,114,809.95 contribution plan Termination benefits 510,403.00 510,403.00 Total 28,365,685.21 75,470,007.89 64,942,095.35 38,893,597.75 (2) Details of short-term employee benefits Items Opening balance Increase Decrease Closing balance Wage, bonus, allowance 28,150,871.60 61,084,459.02 50,950,437.39 38,284,893.23 and subsidy Employee welfare fund 1,499,435.97 1,089,191.72 410,244.25 Social insurance 2,106,635.45 2,106,635.45 premium Including: Medicare 1,900,062.29 1,900,062.29 premium Occupational injuries 35,739.44 35,739.44 premium Maternity premium 166,333.56 166,333.56 Other premium 4,500.16 4,500.16 215 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Items Opening balance Increase Decrease Closing balance Housing provident fund 3,634,324.48 3,634,324.48 Trade union fund and employee education 214,813.61 1,268,308.65 1,284,661.99 198,460.27 fund Non-monetary benefits 251,631.37 251,631.37 Subtotal 28,365,685.21 69,844,794.94 59,316,882.40 38,893,597.75 (3) Details of defined contribution plan Items Opening balance Increase Decrease Closing balance Basic endowment 5,062,605.14 5,062,605.14 insurance premium Unemployment 52,204.81 52,204.81 insurance premium Subtotal 5,114,809.95 5,114,809.95 (4) Termination benefits Items Opening balance Increase Decrease Closing balance Termination benefits 510,403.00 510,403.00 Subtotal 510,403.00 510,403.00 The payroll payable at the end of the period increased by 37.11% compared with that at the beginning of the period, mainly due to the increase of accrued bonus. 5.24 Taxes and fees payable Items Closing balance Opening balance VAT 808,520.40 1,003,221.74 Excise tax 7,964.60 Urban maintenance and construction tax 105,706.61 79,176.17 Education surcharge 47,558.24 43,391.83 Local education surcharge 31,705.50 28,927.88 Enterprise income tax 41,276,334.18 13,891,223.58 Individual income tax withheld for tax 512,260.46 281,053.06 authorities 216 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Items Closing balance Opening balance Land appreciation tax 5,362,682.64 5,362,682.64 Land use tax 26,459.98 26,459.98 Others 342,907.84 346,017.44 Total 48,522,100.45 21,062,154.32 5.25 Other payables (1) Details Items Closing balance Opening balance Interest payable Dividend payable 46,295.65 Other payable 112,617,963.65 158,617,678.97 Total 112,617,963.65 158,663,974.62 (3) Other payables (a) Other payables listed by nature Items 31 Dec 2021 31 Dec 2020 Deposit as security 41,657,964.73 37,603,031.07 Current accounts between related parties 24,146,524.51 76,457,197.82 Accruals 15,417,939.62 15,300,654.81 Temporary receipts payable 31,395,534.79 29,256,795.27 Total 112,617,963.65 158,617,678.97 (b) Other important accounts payable with an aging of more than one year at the end of the period Reasons for non Items 31 Dec 2021 repayment or carry forward 深圳市特发集团有限公司(Shenzhen SDG No repayment from 17,383,655.94 Group Co., Ltd.*) related company 香港裕嘉投资有限公司(Hong Kong Yujia No repayment from 1,961,673.06 Investment Co., Ltd. *) related company Total 19,345,329.00 217 深圳市特力(集团)股份有限公司 2021 年年度报告全文 5.26 Non-current liabilities due within one year Items 31 Dec 2021 31 Dec 2020 Lease liabilities due within one year 3,021,452.25 Total 3,021,452.25 5.27 Other Current Liability Items 31 Dec 2021 31 Dec 2020 Output VAT on pending 2,367,994.70 2,237,573.19 Total 2,367,994.70 2,237,573.19 5.28 Long-term borrowings (1) Categories on long-term borrowings Interest rate range Items Closing balance Opening balance (2021) Mortgaged borrowings 86,875,874.39 11,171,759.33 4.20% Subtotal 86,875,874.39 11,171,759.33 4.20% Less: Long-term borrowings due within 1 year Total 86,875,874.39 11,171,759.33 (2) Remarks on Categories on long-term borrowings The long-term borrowings at the end of the period are the fixed assets loan of the newly added Tellus Jinzuan Trading Building in the current period, with a loan term of 15 years. 5.29 Lease liabilities Items Closing balance Opening balance Lease payments 7,976,926.21 Less: Unrecognized financing 480,930.87 11,311.96 expenses Subtotal 7,495,995.34 Less: Lease liabilities due 3,021,452.25 within one year 218 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Items Closing balance Opening balance Total 4,474,543.09 5.30 Long-term payables Items Closing balance Opening balance Employee housing deposit 3,908,848.40 3,908,848.40 Appropriation for technical 11,311.96 11,311.96 innovation project Total 3,920,160.36 3,920,160.36 5.31 Accrued liabilities Items 31 Dec 2021 31 Dec 2020 Reasons for balance Pending lawsuit 268,414.80 268,414.80 Total 268,414.80 268,414.80 5.32 Deferred income (1) Deferred income 31 Dec Reasons for Items Increase Decrease 31 Dec 2021 2020 balance Government grants Government grants 131,102.38 12,090,000.00 1,985,771.17 10,235,331.21 related to assets Total 131,102.38 12,090,000.00 1,985,771.17 10,235,331.21 (2) Details of government grants Grants included 31 Dec into profit or 31 Dec Related to Items Increase 2020 loss/offsetting 2021 assets/income relevant cost Subsidy from Futian District Old Elevator Related to Renovation Working 131,102.38 19,914.29 111,188.09 assets Group for elevator renewal 219 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Grants included 31 Dec into profit or 31 Dec Related to Items Increase 2020 loss/offsetting 2021 assets/income relevant cost Luohu District 2021 special fund for industrial transformation and 5,000,000.00 1,488,178.80 3,511,821.20 Related to upgrading - Industrial assets/income Service Platform Project Special fund for industrial transformation and upgrading of Luohu Related to 2,500,000.00 135,869.55 2,364,130.45 District in 2021 - assets support subsidy for Environmental Protection Buildings Subsidy income of consumption promotion support Related to 4,590,000.00 341,808.53 4,248,191.47 projects of Shenzhen assets Municipal Bureau of Commerce in 2020 Subtotal 131,102.38 12,090,000.00 1,985,771.17 10,235,331.21 The deferred income of the current period increased by 7707.13%, which is due to the increase of government subsidy funds received by the company. 5.33 Share capital Items Opening balance Movements Closing Balance 220 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Issue of Bonus Reserve transferred Others Subtotal new shares shares to shares Total shares 431,058,320.00 431,058,320.00 5.34 Capital reserves Items 31 Dec 2020 Increase Decrease 31 Dec 2021 Capital premium (Share 425,768,053.35 425,768,053.35 premium) Other capital reserve 5,681,501.16 5,681,501.16 Total 431,449,554.51 431,449,554.51 5.35 Other comprehensive income Current period cumulative Less: OCI Less: OCI Attributabl Current carried carried e to Opening period Less: Attributabl Closing Items forward forward non-control balance cumulative income e to parent balance transferred transferred ling before tax company to profit or to retained shareholder income tax loss earnings s OCI that cannot be reclassified into profit or loss OCI to be reclassified 26,422.00 26,422.00 subsequently to profit or loss Including: Other comprehensive income to be 26,422.00 26,422.00 transferred to profit or loss under equity method Total 26,422.00 26,422.00 221 深圳市特力(集团)股份有限公司 2021 年年度报告全文 5.36 Surplus reserve Items Opening balance Increase Decrease Closing balance Statutory surplus reserve 23,848,485.62 2,697,994.47 26,546,480.09 Total 23,848,485.62 2,697,994.47 26,546,480.09 The increase of surplus reserve in the current period is that the company withdraws the statutory surplus reserve at 10% of the current net profit in accordance with the relevant provisions of the Company Law and the articles of association. 5.37 Retained earnings Current period Preceding period Items cumulative comparative Balance before adjustment at the end of preceding 424,141,893.34 387,423,510.78 period Add: Increase due to adjustment (or less: decrease) Opening balance after adjustment 424,141,893.34 387,423,510.78 Add: Net profit attributable to owners of the parent 131,020,764.38 57,663,828.89 company Less: Appropriation of statutory surplus reserve 2,697,994.47 2,840,996.89 Ordinary share dividend payable 8,621,166.40 18,104,449.44 Closing balance 543,843,496.85 424,141,893.34 5.38 Operating revenue/Operating cost 2021 2020 Items Revenue Costs of sales Revenue Costs of sales Principal activities 498,882,949.81 350,429,078.94 416,306,597.14 316,547,493.71 Other activities 9,637,076.37 2,500,636.87 8,112,606.20 2,713,707.88 Total 508,520,026.18 352,929,715.81 424,419,203.34 319,261,201.59 (a) Revenue from principal activities (by industry or business) 2021 2020 Industry (business) Revenue Costs of sales Revenue Costs of sales 222 深圳市特力(集团)股份有限公司 2021 年年度报告全文 2021 2020 Industry (business) Revenue Costs of sales Revenue Costs of sales Auto Sales 194,373,092.47 184,509,794.34 204,928,883.35 191,680,818.07 Auto Maintenance & 48,568,032.68 38,760,088.93 41,913,088.24 32,521,898.98 Inspection Lease and Service 196,537,676.90 71,382,659.79 134,609,167.52 57,587,615.11 Jewelry Sales and Service 59,404,147.76 55,776,535.88 34,855,458.03 34,757,161.55 Total 498,882,949.81 350,429,078.94 416,306,597.14 316,547,493.71 (b) Revenue from principal activities (by sales model) 2021 2020 Model Revenue Costs of sales Revenue Costs of sales Direct Sales 498,882,949.81 350,429,078.94 416,306,597.14 316,547,493.71 Agent Sales Total 498,882,949.81 350,429,078.94 416,306,597.14 316,547,493.71 (c) Revenue from principal activities (by region) 2021 2020 Region Revenue Costs of sales Revenue Costs of sales Shenzhen 498,882,949.81 350,429,078.94 399,343,292.94 300,537,120.26 Sichuan 16,963,304.20 16,010,373.45 Total 498,882,949.81 350,429,078.94 416,306,597.14 316,547,493.71 (d) Revenue breakdown information 2021 Auto Total Items Lease and Jewelry Sales Auto Sales Maintenance & Service and Service Inspection By revenue recognition time Goods(transferred 194,373,092.47 48,568,032.68 52,274,733.85 295,215,859.00 223 深圳市特力(集团)股份有限公司 2021 年年度报告全文 2021 Auto Total Items Lease and Jewelry Sales Auto Sales Maintenance & Service and Service Inspection at a certain point of time) Service(provided within a certain 196,537,676.90 7,129,413.91 203,667,090.81 period of time) Total 194,373,092.47 48,568,032.68 196,537,676.90 59,404,147.76 498,882,949.81 5.39 Taxes and Surcharges Items 2021 2020 City construction tax 882,815.10 588,739.23 Educational surcharge 584,610.52 236,564.31 Local educational surcharge 33,729.65 157,709.54 Resource tax 434,087.33 386,763.32 Property tax 4,644,257.53 2,376,613.48 Land use tax 358,823.13 352,296.47 Vehicle and vessel usage tax 5,772.92 5,791.06 Total 6,944,096.18 4,104,477.41 Taxes and surcharges in this year increased by 69.18% over the previous year, mainly due to the corresponding increase in value-added tax and the reduction of real estate tax in the previous year but not in this year. 5.40 Sales Expenses Items 2021 2020 Employee benefits 13,380,126.45 8,887,537.69 Advertising promotion expense 2,129,375.71 2,138,496.21 Depreciation and amortization 4,745,548.04 2,001,011.81 Utility 1,052,593.95 1,065,923.75 Material consumption 149,556.88 65,067.01 224 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Office expense 460,348.34 675,305.56 Business hospitality 437,073.34 331,419.91 Other 4,823,552.32 2,550,370.49 Total 27,178,175.03 17,715,132.43 The sales expenses of this year increased by 53.42% over the previous year, mainly due to the establishment of the subsidiary Shenzhen jewelry industry Service Co., Ltd. in August 2020, with a year-on-year increase of 8 months’ expenses; Asset depreciation and amortization expenses increased. 5.41 General and Administrative Expenses Items 2021 2020 Employee benefits 34,350,624.60 25,671,670.92 Consultation and service expenses 5,599,656.73 7,196,540.38 Depreciation and amortization 3,658,728.08 3,107,517.18 Office expenses 534,671.21 1,574,023.34 Business hospitality expenses 411,497.26 280,305.45 Advertising promotion expenses 206,020.49 911,387.33 Travel expenses 107,532.98 127,650.74 Other 2,282,585.34 1,115,148.73 Total 47,151,316.69 39,984,244.07 5.42 Financial costs Items 2021 2020 Interest Expenses 2,253,915.94 1,042,694.54 Less: interest income 6,538,484.64 4,473,218.76 Exchange gains and losses -236,196.60 -132,748.11 Other 249,883.56 257,388.65 Total -4,270,881.74 -3,305,883.68 5.43 Other Income Items 2021 2020 Related to assets /income 1. Government grant recognized in 2,923,779.58 1,522,079.42 225 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Items 2021 2020 Related to assets /income other income Including: Government grant related 1,985,771.17 8,297.62 Related to assets/income to deferred income (related to assets) Government grant directly 938,008.41 1,513,781.80 Related to income recognized in current profit or loss 2. Others related to daily operation activities and recognized in other 46,275.77 44,839.26 income Including: Charges of withholding 46,275.77 44,839.26 individual income tax Total 2,970,055.35 1,566,918.68 5.44 Investment Income Items 2021 2020 Investment income from long-term equity investments 17,874,805.32 14,962,411.52 under equity method Gains on disposal of long-term equity investments 66,495,901.16 1 Investment income from financial assets at fair value 9,409,600.29 8,495,993.07 through profit or loss during holding period Including: financial assets measured at fair value with 9,409,600.29 8,495,993.07 changes included in current profits and losses Investment in other equity instruments Total 93,780,306.77 23,458,405.59 The annual investment income increased by 299.77% over the previous year, mainly due to the impact of the company's disposal of the long-term equity investment of Shenzhen Dongfeng Motor Co., Ltd. 5.45 Gains from Changes in Fair Values Sources of gains on changes in fair value 2021 2020 Held-for-trading financial assets 663,932.88 316,475.19 Including: Changes in fair value of designated as 663,932.88 316,475.19 226 深圳市特力(集团)股份有限公司 2021 年年度报告全文 held-for-trading financial assets Total 663,932.88 316,475.19 The gains from changes in fair value this year increased by 109.79% over the previous year, mainly due to the increase in the balance of unrecovered trading financial assets at the end of the year and the corresponding increase in changes in fair value. 5.46 Impairment Loss of Credit Items 2021 2020 Bad debt of notes receivable 22,957.54 934,154.48 Bad debt of other receivables 15,171.74 594,593.53 Total 38,129.28 1,528,748.01 This year's credit impairment loss decreased by 97.51% compared with the previous year, mainly due to the reversal of the original bad debt provision due to the recovery of receivables in the previous year and other reasons. 5.47 Impairment Loss of Asset Items 2021 2020 Impairment of inventories -812,607.69 -23,818.95 Other impairment loss of assets Total -812,607.69 -23,818.95 This year's asset impairment loss decreased by 3311.60% compared with the previous year, mainly due to the provision for inventory falling price for the part where the net realizable value of the inventory vehicles at the end of the period is lower than the book value. 5.48 Gains/ (losses) from Disposal of Assets Items 2021 2020 Gains/(losses) from disposal of fixed assets, construction in progress, productive biological assets and intangible assets 158,228.49 not classified as held for sale Including: Fixed assets 158,228.49 Total 158,228.49 5.49 Non-operating Income Recognized in current Items 2021 2020 extraordinary gains and 227 深圳市特力(集团)股份有限公司 2021 年年度报告全文 losses Gains from damage and 132.74 2,919.56 132.74 retirement of non-current assets Gains from inability to pay the 497,187.91 proceeeds Other 767,922.91 2,789,050.65 767,922.91 Total 768,055.65 3,289,158.12 768,055.65 5.50 Non-operating Expenses Recognized in current Items 2021 2020 extraordinary gains and losses Loss from damage and 15,256.30 28,814.21 15,256.30 retirement of non-current assets Fines and expenses from breach 22,246.85 43,127.49 22,246.85 of contract Other 20,810.00 Total 37,503.15 92,751.70 37,503.15 5.51 Income Tax Expenses (a) Details of income tax expenses Items 2021 2020 Current tax expenses 44,415,716.95 16,683,064.79 Deferred tax expenses 962,316.56 160,140.29 Previous tax expenses -1,314,362.80 -445,268.53 Total 44,063,670.71 16,397,936.55 (b) Reconciliation of accounting profit and income tax expenses Items 2021 2020 Profit before tax 176,116,201.79 76,703,166.46 Income tax expense at the statutory /applicable tax rate 44,029,050.45 19,175,791.62 Effect of different tax rate of subsidiaries -189,450.83 -96,771.41 228 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Items 2021 2020 Adjustments of impact from prior period income tax -1,314,362.80 -445,268.53 Long term equity investment income and equity -1,558,503.52 -3,740,602.88 instrument investment income Effect of non-deductible costs, expenses or losses 1,296,846.61 409,611.27 Effect of previously unrecognized deductible losses -597,396.47 -372,335.43 recognized as deferred tax assets Effect of deductible temporary differences and deductible 2,397,487.27 2,222,449.90 losses not recognized as deferred tax assets Other (the impact of small low profit enterprises on the reduction of taxable income and the expected balance of -754,937.99 liabilities at the end of the period) Income tax expenses 44,063,670.71 16,397,936.55 5.52 Other Comprehensive Income For details of net amount after tax of the other comprehensive income, please refer to Note 5.35 Other Comprehensive Income for details. 5.53 Notes to the Statement of Cash Flow (a) Other cash received relating to operating activities Items 2021 2020 Security deposit 4,054,933.66 7,335,328.03 Interest income 3,827,201.61 3,015,893.77 Government subsidies received 13,028,008.41 1,513,781.80 Other income received 46,275.77 44,839.26 Current account and others 3,026,161.94 4,209,581.52 Total 23,982,581.39 16,119,424.38 (b) Other cash payments relating to operating activities Items 2021 2020 Cash expenses 18,020,425.99 16,559,142.10 Security deposit 121,671.39 441,713.29 229 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Fines and expenses from breach of contract 22,246.85 63,937.49 Current account and others 436,758.81 Total 18,164,344.23 17,501,551.69 (c) Other cash received relating to investing activities Items 2021 2020 Performance bond for equity transfer 50,000,000.00 received Other 1,931,753.79 69,962.11 Total 1,931,753.79 50,069,962.11 (d) Other cash received relating to financing activities Items 2021 2020 Loans from non-financial institutions 24,800,000.00 Total 24,800,000.00 (e) Other cash payments relating to financing activities Items 2021 2020 Repayment of loans from non-financial 24,800,000.00 institution Withdrawal of minority shareholders' 50,000,000.00 capital* Interest on performance bond of equity 2,893,150.68 transfer Pay principal and interest on lease liabilities 3,380,669.67 Total 52,893,150.68 24,800,000.00 *Note: It refers to the principal refunded to shareholders according to the resolution of the liquidation group meeting during the liquidation of Sichuan Tellus jewelry Technology Co., Ltd. 5.54 Supplementary Information to the Statement of Cash Flows (a) Supplementary information to the statement of cash flows Supplementary information 2021 2020 230 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Supplementary information 2021 2020 (i) Adjustments of net profit to cash flows from operating activities: Net profit 132,052,531.08 60,305,229.91 Add: Provisions for impairment of assets 812,607.69 23,818.95 Impairment Loss of Credit -38,129.28 -1,528,748.01 Depreciation of fixed assets, Investment Properties, oil and gas asset and productive 30,459,581.08 27,990,380.00 biological assets Depreciation of right of use assets 2,976,277.13 Amortization of intangible assets 2,377,422.39 534,789.66 Amortization of long-term deferred 7,323,714.29 3,169,898.43 expenses Losses / (gains as ‘-’) on disposal of fixed assets, intangible assets and other long-term -143,104.93 25,894.65 assets Losses / (gains as ‘ - ’ ) on scrapping of fixed assets Losses / (gains as ‘-’) on changes in fair -663,932.88 -316,475.19 value Finance costs / (income as ‘-’) -693,563.69 -547,378.56 Investment losses / (income as ‘-’) -93,780,306.77 -23,458,405.59 Decreases / (increases as ‘-’) in deferred -728.93 160,140.29 tax assets Increases / (decreases as ‘-’) in deferred 963045.49 tax liabilities Decreases / (increases as‘-’ in inventories -4,167,852.80 -713,896.05 Decreases / (increases as ‘-’) in operating -12,856,907.71 89,142,199.52 receivables Increases /(decreases as ‘-’) in operating 61,991,082.74 -45,682,145.13 payables 231 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Supplementary information 2021 2020 Others Net cash flows from operating activities 126,611,734.90 109,105,302.88 (ii)Significant investing and financing activities not involving cash receipts and payments: Conversion of debt into capital Convertible corporate bonds maturing within one year Fixed assets acquired under finance leases (iii)Net increases in cash and cash equivalents: Cash at the end of the reporting period 211,655,585.86 208,462,656.63 Less: Cash at the beginning of the reporting 208,462,656.63 400,668,257.81 period Add: Cash equivalents at the end of the reporting period Less: Cash equivalents at the beginning of the reporting period Net increase in cash and cash equivalents 3,192,929.23 -192,205,601.18 (b) The components of cash and cash equivalents Items 31 December 2021 31 December 2020 (i) Cash 211,655,585.86 208,462,656.63 Including: Cash on hand 36,941.24 20,542.55 Cash in bank available for 211,618,644.62 208,442,114.08 immediate use Other monetary funds available for immediate use (ii) Cash equivalents Including: Bond investments maturing 232 深圳市特力(集团)股份有限公司 2021 年年度报告全文 within three months (iii) Cash and cash equivalents at the 211,655,585.86 208,462,656.63 end of the reporting period Including: Restricted cash and cash equivalents of the parent Company and the subsidiaries of the group 5.55 Restricted Assets Items Carrying amount at 31 Reason December 2021 Cash and cash equivalents Please refer to Note 5.1 for 28,926,471.30 details Intangible assets 46,421,231.01 Bank loan mortgage Total 75,347,702.31 5.56 Foreign Currency Monetary Items (a) Foreign currency monetary items at 31 December 2021: Carrying amount at foreign Carrying amount at Items Exchange rate currency CNY Cash and cash equivalents Including: USD 31,536.09 6.3757 201,064.65 HKD 12,635.94 0.8176 10,331.15 Total 211,395.80 5.57 Government Grants (a) Government grants related to assets Recognized in current profit or Presented items that Items presented loss or directly as deduct of recognized in current in the statement Items Amount related cost profit or loss or of financial directly as deduct of position 2021 2020 related cost Subsidy from Futian 131,102.38 Deferred income 19,914.29 8,297.62 Other income 233 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Recognized in current profit or Presented items that Items presented loss or directly as deduct of recognized in current in the statement Items Amount related cost profit or loss or of financial directly as deduct of position 2021 2020 related cost District Old Elevator Renovation Working Group for elevator renewal Luohu District 2021 special fund for industrial transformation and 4,590,000.00 Deferred income 341,808.53 Other income upgrading - Industrial Service Platform Project Special fund for industrial transformation and upgrading of Luohu 4,017,501.99 Deferred income 505,680.79 Other income District in 2021 - support subsidy for Environmental Protection Buildings Subsidy income of consumption promotion support projects of 2,500,000.00 Deferred income 135,869.55 Other income Shenzhen Municipal Bureau of Commerce in 2020 Total 11,238,604.37 1,003,273.16 8,297.62 (b) Government grants related to income Recognized in current profit Presented items that Items presented or loss or directly as deduct recognized in current in the statement Items Amount of related cost profit or loss or of financial directly as deduct of position 2021 2020 related cost 234 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Recognized in current profit Presented items that Items presented or loss or directly as deduct recognized in current in the statement Items Amount of related cost profit or loss or of financial directly as deduct of position 2021 2020 related cost Depreciation of right of use assets 2021 Luohu District special fund for industrial 982,498.01 Deferred income 982,498.01 Other income transformation and upgrading - Industrial Service Platform Project Subsidies for vocational training based on work 104,650.00 N/A 104,650.00 Other income instead of training Special fund for foreign 300,000.00 N/A 300,000.00 Other income trade upgrading Special subsidies for 162,831.86 N/A 162,831.86 Other income automobile dealers Subsidy for the purchase of old vehicles for new 353,982.30 N/A 353,982.30 Other income vehicles by the Bureau of Commerce Job stabilization subsidy 16,544.25 N/A 16,544.25 29,480.01 Other income Total 1,920,506.42 1,920,506.42 29,480.01 Note 6. CHANGES IN THE SCOPE OF CONSOLIDATION 6.1 The Scope of Consolidation Increased Ways to Date of Acquisition Interest Name of the acquirees acquire the acquiring the costs acquired (%) equity interests equity interests 上海泛粤钻石有限公司 Newly establish June 2021 1,000,000.00 100 (Shanghai fanyue 235 深圳市特力(集团)股份有限公司 2021 年年度报告全文 diamond Co., Ltd. *) 6.2 The Scope of Consolidation Decreased Name of the acquirees Date of liquidation 四川特力珠宝科技有限公司 August 2021 (Sichuan Tellus Jewelry Technology Co., Ltd. *) 安徽特力星光珠宝投资有限公司 March 2021 (Anhui Tellus Seon Jewelry Investment Co., Ltd. *) 安徽特力星光金尊珠宝有限公司 January 2021 (Anhui Tellus Seon Jinzun Jewelry Co., Ltd*) Note 7. INTERESTS IN OTHER ENTITIES 7.1 Interests in Subsidiaries (a) Composition of corporate group Percentage of equity Principal Ways of Registered Nature of interests by the Company Name of subsidiary place of acquisitio Address business (%) business n Direct Indirect 深圳市特力新永通汽车发展 有 限 公 司 (Shenzhen Tellus Shenzhen Shenzhen Commercial 100.00 Set up Xinyongtong Automobile Development Co., Ltd.*) 深圳市宝安石泉实业有限公 司(Shenzhen Bao’an Shiquan Shenzhen Shenzhen Commercial 100.00 Set up Industrial Co., Ltd.*) 深圳市特发特力房地产有限 公 司 (Shenzhen SDG Tellus Shenzhen Shenzhen Commercial 100.00 Set up Real Estate Co., Ltd.*) 深圳市特力创盈科技有限公 司 (Shenzhen Tellus Shenzhen Shenzhen Commercial 100.00 Set up Chuangying Technology Co., 236 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Percentage of equity Principal Ways of Registered Nature of interests by the Company Name of subsidiary place of acquisitio Address business (%) business n Direct Indirect Ltd.*) 深圳市新永通机动车检测设 备 有 限 公 司 (Shenzhen Xinyongtong Auto Vehicle Shenzhen Shenzhen Commercial 51.00 Set up Inspection Equipment Co., Ltd.*) 深圳市汽车工业贸易有限公 司 (Shenzhen Automobile Shenzhen Shenzhen Commercial 100.00 Set up Industry and Trade Co., Ltd.*) 深圳市汽车工业供销公司 (Shenzhen Automobile Shenzhen Shenzhen Commercial 100.00 Set up Industry Supply and Marketing Co., Ltd.*) 深圳特发华日汽车企业有限 公 司 (Shenzhen SDG Huari Shenzhen Shenzhen Commercial 60.00 Set up Automobile Enterprise Co., Ltd.*) 深圳市华日安信汽车检测有 限 公 司 (Shenzhen Huari Shenzhen Shenzhen Commercial 100.00 Set up Anxin Automobile Inspection Co., Ltd.*) 深圳市中天实业有限公司 (Shenzhen Zhongtian Shenzhen Shenzhen Commercial 100.00 Set up Industrial Co., Ltd.*) 深圳市华日丰田汽车销售服 务有限公司(Shenzhen Huari Shenzhen Shenzhen Commercial 60.00 Set up Toyota Auto Sales Service 237 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Percentage of equity Principal Ways of Registered Nature of interests by the Company Name of subsidiary place of acquisitio Address business (%) business n Direct Indirect Co., Ltd.*) 深圳市特力宝库供应链科技 有 限 公 司 (Shenzhen Tellus Shenzhen Shenzhen Commercial 100.00 Set up Baoku Supply Chain Technology Co., Ltd.*) 深圳珠宝产业服务有限公司 (Shenzhen Jewelry Industry Shenzhen Shenzhen Commercial 65.00 Set up Service Co. Ltd.*) 上海泛粤钻石有限公司 (Shanghai fanyue diamond Shanghai Shanghai Commercial 100.00 Set up Co., Ltd. *) (b) Significant non-wholly owned subsidiaries Proportion of Profit or loss Dividends declared ownership interest attributable to non- to distribute to Non-controlling Name of subsidiary held by non- controlling non-controlling interests at the end of the controlling interests during the interests during the reporting period interests reporting period reporting period 深圳市华日丰田汽车销 售 服 务 有 限 公 司 40 365,763.52 4,473,770.51 (Shenzhen Huari Toyota Auto Sales Co., Ltd.*) 深圳特发华日汽车企业 有 限 公 司 (Shenzhen 40 1,548,901.18 12,503,876.14 Huari Toyota Auto Sales Service Co., Ltd.*) (c) Main financial information of significant non-wholly owned subsidiaries 238 深圳市特力(集团)股份有限公司 2021 年年度报告全文 31 December 2021 Name of subsidiary Non-current Current Non-current Total Current assets Total assets assets liabilities liabilities liabilities 深圳市华日丰田汽车销售 服 务 有 限 公 司 (Shenzhen 85,290,018.33 5,005,912.12 90,295,930.45 79,111,504.18 79,111,504.18 Huari Toyota Auto Sales Co., Ltd.*) 深圳特发华日汽车企业有 限 公 司 (Shenzhen Huari 61,681,938.58 20,655,893.78 82,337,832.36 50,835,836.99 50,835,836.99 Toyota Auto Sales Service Co., Ltd.*) (Continued) 31 December 2020 Name of subsidiary Non-current Current Non-current Total Current assets Total assets assets liabilities liabilities liabilities 深圳市华日丰田汽车销售 服 务 有 限 公 司 (Shenzhen 67,507,256.67 6,694,509.17 74,201,765.84 63,931,748.36 63,931,748.36 Huari Toyota Auto Sales Co., Ltd.*) 深圳特发华日汽车企业有 限 公 司 (Shenzhen Huari 52,641,986.30 22,198,318.35 74,840,304.65 47,302,867.25 47,302,867.25 Toyota Auto Sales Service Co., Ltd.*) 2021 Total Name of subsidiary Net cash flows from Revenue Net profit/(loss) comprehensive operating activities income 深圳市华日丰田汽车销售服 务有限公司(Shenzhen Huari 245,772,043.22 914,408.79 914,408.79 -11,521,597.56 Toyota Auto Sales Co., Ltd.*) 239 深圳市特力(集团)股份有限公司 2021 年年度报告全文 2021 Total Name of subsidiary Net cash flows from Revenue Net profit/(loss) comprehensive operating activities income 深圳特发华日汽车企业有限 公司(Shenzhen Huari Toyota 39,729,074.81 3,964,557.97 3,964,557.97 7,232,060.46 Auto Sales Service Co., Ltd.*) (Continued) 2020 Total Net cash flows Name of subsidiary Revenue Net profit/(loss) comprehensive from operating income activities 深圳市华日丰田汽车销 售 服 务 有 限 公 司 250,984,420.93 6,074,051.06 6,074,051.06 4,948,345.76 (Shenzhen Huari Toyota Auto Sales Co., Ltd.*) 深圳特发华日汽车企业 有限公司(Shenzhen Huari 34,313,269.53 3,132,604.24 3,132,604.24 4,440,264.62 Toyota Auto Sales Service Co., Ltd.*) 7.2 Interests in Joint Arrangements or Associates (a) Significant joint ventures or associates Proportion of equity interests Measurement Principal place Registered Nature of Company name by the Company (%) methods of business address business Direct Indirect Joint ventures 深圳特力吉盟投资有 Investment Accounting 限 公 司 (Shenzhen Shenzhen Shenzhen in 50.00 by equity Tellus Jimeng industries method Investment Co., 240 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Ltd.*) Associates 深圳市仁孚特力汽车 服 务 有 限 公 司 Accounting Mercedes (Shenzhen Renfu Shenzhen Shenzhen 35.00 by equity Benz sales Tellus Automobiles method Service Co., Ltd.*) (b) Main financial information of the significant joint ventures 31 Dec 2021/2021 31 Dec 2020/2020 深圳特力吉盟投资有限公司 深圳特力吉盟投资有限公司 Items (Shenzhen Tellus Jimeng (Shenzhen Tellus Jimeng Investment Co., Ltd.*) Investment Co., Ltd.*) Current assets 45,816,920.84 37,797,029.81 Including: Cash and cash 41,913,040.87 34,281,101.96 equivalents Non-current assets 366,402,308.03 360,906,421.80 Total assets 412,219,228.87 398,703,451.61 Current liabilities 39,971,747.31 27,947,969.41 Non-current liabilities 277,266,000.00 295,422,000.00 Total liabilities 317,237,747.31 323,369,969.41 Non-controlling interests Total owner’s equity attributable to 94,981,481.56 75,333,482.20 parent Company Share of net assets calculated at the 47,490,740.78 37,666,741.13 proportion of equity interests Adjustment matters —Goodwill 241 深圳市特力(集团)股份有限公司 2021 年年度报告全文 31 Dec 2021/2021 31 Dec 2020/2020 深圳特力吉盟投资有限公司 深圳特力吉盟投资有限公司 Items (Shenzhen Tellus Jimeng (Shenzhen Tellus Jimeng Investment Co., Ltd.*) Investment Co., Ltd.*) — Unrealized profit from intragroup transaction —Others Carrying amount of investment in 47,490,740.78 37,666,741.13 the joint venture Fair value of publicly quoted equity investment in joint venture Revenue 94,989,415.30 87,082,384.96 Finance expenses 15,467,775.34 15,850,179.92 Income tax expenses 6,647,599.75 6,905,938.48 Net profit/(loss) 19,647,999.36 21,022,715.25 Net profit from discontinued operations Other comprehensive income Total comprehensive income 19,647,999.36 21,022,715.25 Dividends received from the joint 8,000,000.00 venture (c) Main financial information of significant associates Items 31 Dec 2021/2021 31 Dec 2020/2020 242 深圳市特力(集团)股份有限公司 2021 年年度报告全文 深圳市仁孚特力汽车服务 深圳市仁孚特力汽车服务 深圳东风汽车 有限公司(Shenzhen Renfu 有限公司(Shenzhen Renfu 有限公司 Tellus Automobiles Service Tellus Automobiles Service (Shenzhen Co., Ltd.*) Co., Ltd.*) Dongfeng Automobile Co., Ltd.*) Current Assets 134,921,582.03 214,297,861.00 378,483,991.85 Non-current assets 33,583,787.31 23,368,404.54 172,244,888.77 Total assets 168,505,369.34 237,666,265.54 550,728,880.62 Current liabilities 80,369,170.77 141,645,848.00 344,958,726.39 Non-current liabilities 9,942,186.16 65,583,477.43 Total liabilities 90,311,356.93 141,645,848.00 410,542,203.82 Non-controlling -14,510,815.59 interests Total owner’s equity attributable to parent 78,194,012.41 96,020,417.54 154,697,492.39 Company Share of net assets calculated at the 27,367,904.34 33,607,146.14 38,674,373.09 proportion of equity interests Adjustment matters —Goodwill — Unrealized profit from intragroup transaction —Others Carrying amount of 27,367,904.34 33,607,146.14 38,674,373.09 investment in the 243 深圳市特力(集团)股份有限公司 2021 年年度报告全文 31 Dec 2021/2021 31 Dec 2020/2020 深圳市仁孚特力汽车服务 深圳市仁孚特力汽车服务 深圳东风汽车 有限公司(Shenzhen Renfu 有限公司(Shenzhen Renfu 有限公司 Items Tellus Automobiles Service Tellus Automobiles Service (Shenzhen Co., Ltd.*) Co., Ltd.*) Dongfeng Automobile Co., Ltd.*) associate Fair value of publicly quoted equity investment in associate Revenue 1,196,335,565.98 1,247,864,433.00 399,893,712.73 Net profit/(loss) 26,521,546.61 30,838,325.75 -26,791,281.02 Net profit from discontinued operations Other comprehensive income Total comprehensive 26,521,546.61 30,838,325.75 -26,791,281.02 income Dividends received 14,000,000.00 10,500,000.00 from the associate (d) Summarized financial information about insignificant joint ventures and associates 31 December 2021/2021 31 December 2020/2020 Joint venture: 244 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Total carrying amount of investments 13,452,222.35 12,697,424.88 The aggregate amount of below items calculated based on proportion of equity interests: —Net profit/(loss) 1,174,566.00 1,365,105.69 —Other comprehensive income —Total comprehensive income 1,174,566.00 1,365,105.69 Associate: Total carrying amount of investments 995,270.33 The aggregate amount of below items calculated based on proportion of equity interests: —Net profit/(loss) -4,655,318.50 —Other comprehensive income —Total comprehensive income -4,655,318.50 (e) Excess deficit in joint ventures or associates Cumulative Unrecognized profit in the Cumulative Name of joint ventures or unrecognized loss reporting period (or share of unrecognized loss at 31 associates at 31 December net profit in the reporting December 2021 2020 period) 深圳特力汽车服务连锁有 限 公 司 (Shenzhen Tellus 98,865.26 98,865.26 Automobile Services Chain Co., Ltd.*) 深圳市永通信达检测设备 有 限 责 任 公 司 (Shenzhen 1,176,212.73 1,176,212.73 Yongtong Xinda Inspection Equipment Co., Ltd.*) 245 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Note 8. RISKS RELATED TO FINANCIAL INSTRUMENTS Risks related to the financial instruments of the Company arise from the recognition of various financial assets and financial liabilities during its operation, including credit risk, liquidity risk and market risk. Management of the Company is responsible for determining risk management objectives and policies related to financial instruments. Operational management is responsible for the daily risk management through functional departments (e.g. credit management department of the Company reviews each credit sale). Internal audit department is responsible for the daily supervision of implementation of the risk management policies and procedures, and report their findings to the audit committee in a timely manner. Overall risk management objective of the Company is to establish risk management policies to minimize the risks without unduly affecting the competitiveness and resilience of the Company. 8.1 Credit Risk Credit risk is the risk of one party of the financial instrument face to a financial loss because the other party of the financial instrument fails to fulfill its obligation. The credit risk of the Company is related to cash and equivalent, notes receivable, accounts receivables, other receivables and long-term receivables. Credit risk of these financial assets is derived from the counterparty ’ s breach of contract. The maximum risk exposure is equal to the carrying amount of these financial instruments. Cash and cash equivalent of the Company has lower credit risk, as they are mainly deposited in such financial institutions as commercial bank, of which the Company thinks with higher reputation and financial position. For notes receivable, other receivables and long-term receivables, the Company establishes related policies to control their credit risk exposure. The Company assesses credit capability of its customers and determines their credit terms based on their financial position, possibility of the guarantee from third party, credit record and other factors (such as current market status, etc.). The Company monitors its customers’ credit record periodically, and for those customers with poor credit record, the Company will take measures such as written call, shortening or cancelling their credit terms so as to ensure the overall credit risk of the Company is controllable. (i) Determination of significant increases in credit risk The Company assesses at each reporting date as to whether the credit risk on financial instruments has increased significantly since initial recognition. When the Company determines whether the credit risk has increased significantly since initial recognition, it considers based on reasonable and supportable information that is available without undue cost or effort, including quantitative and qualitative analysis of historical information, external credit ratings and forward-looking information. The Company determines the changes in the risk of a default occurring over the expected life of the financial instrument through comparing the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition based on individual financial instrument or a group of financial instruments with the similar credit risk characteristics. 246 深圳市特力(集团)股份有限公司 2021 年年度报告全文 When met one or more of the following quantitative or qualitative criteria, the Company determines that the credit risk on financial instruments has increased significantly: the quantitative criteria applied mainly because as at the reporting date, the increase in the probability of default occurring over the lifetime is more than a certain percentage since the initial recognition; the qualitative criteria applied if the debtor has adverse changes in business and economic conditions, early warning list of customer, and etc. (ii) Definition of credit-impaired financial assets The criteria adopted by the Company for determination of credit impairment are consistent with internal credit risk management objectives of relevant financial instruments in considering both quantitative and qualitative indicators. When the Company assesses whether the debtor has incurred the credit impairment, the main factors considered are as following: Significant financial difficulty of the issuer or the borrower; a breach of contract, e.g., default or past-due event; a lender having granted a concession to the borrower for economic or contractual reasons relating to the borrower ’ s financial difficulty that the lender would not otherwise consider; the probability that the borrower will enter bankruptcy or other financial re-organisation; the disappearance of an active market for the financial asset because of financial difficulties of the issuer or the borrower; the purchase or origination of a financial asset at a deep discount that reflects the incurred credit losses. (iii) The parameter of expected credit loss measurement The Company measures impairment provision for different assets with the expected credit loss of 12-month or the lifetime based on whether there has been a significant increase in credit risk or credit impairment has occurred. The key parameters for expected credit loss measurement include default probability, default loss rate and default risk exposure. The Company sets up the model of default probability, default loss rate and default risk exposure in considering the quantitative analysis of historical statistics (such as counterparties’ ratings, guarantee method and collateral type, repayment method, etc.) and forward-looking information. Relevant definitions are as following: Default probability refers to the probability of the debtor will fail to discharge the repayment obligation over the next 12 months or the entire remaining lifetime; Default loss rate refers to the Company's expectation of the loss degree of default risk exposure. The default loss rate varies depending on the type of counterparty, recourse method and priority, and the collateral. The default loss rate is the percentage of the risk exposure loss when default has occurred and it is calculated over the next 12 months or the entire lifetime; The default risk exposure refers to the amount that the Company should be repaid when default has occurred in the next 12 months or the entire lifetime. Both the assessment of significant increase in credit risk of forward-looking information and the calculation of expected credit losses involve forward-looking information. Through historical data analysis, the Company identifies key economic indicators that have impact on the credit risk and expected credit losses for each business. The maximum exposure to credit risk of the Company is the carrying amount of each financial asset in the statement of financial 247 深圳市特力(集团)股份有限公司 2021 年年度报告全文 position. The Company does not provide any other guarantees that may expose the Company to credit risk. 8.2 Liquidity Risk Liquidity risk is the risk of shortage of funds when fulfilling the obligation of settlement by delivering cash or other financial assets. The Company is responsible for the capital management of all of its subsidiaries, including short-term investment of cash surplus and dealing with forecasted cash demand by raising loans. The Company’s policy is to monitor the demand for short-term and long-term floating capital and whether the requirement of loan contracts is satisfied so as to ensure to maintain adequate cash and cash equivalents. As at 31 December 2021, the maturity profile of the Company’s financial liabilities is as follows: 31 December 2021 Items Within 1 year 1-2 years 2-3 years Above 3 years Accounts payable 69,318,035.89 Other payables 112,617,963.65 Non-current liabilities due 3,021,452.25 within one year Long-term loans 3,644,467.25 4,609,457.14 5,967,792.71 118,790,550.21 Long-term payables 3,920,160.36 Lease liabilities 1,829,520.13 1,684,781.03 960,241.93 Total 192,522,079.40 6,438,977.27 7,652,573.74 119,750,792.14 (Continued) 31 December 2020 Items Within 1 year 1-2 years 2-3 years Above 3 years Accounts payable 76,583,166.53 Other payables 158,617,678.97 Long-term loans 469,213.89 469,213.89 774,906.74 14,207,964.22 Long-term payables 3,920,160.36 Total 239,590,219.75 469,213.89 774,906.74 14,207,964.22 8.3 Market Risk (a) Foreign currency risk Foreign currency risk is the risk arising from changes in fair value or future cash flows of financial instrument resulted from changes 248 深圳市特力(集团)股份有限公司 2021 年年度报告全文 in exchange rate. The Company is mainly operated in mainland China, whose main activities are denominated in CNY, hence, the Company bears insignificant market risk arising from foreign exchange changes. Please refer to Note 5.56 Foreign Currency for details in foreign currency financial assets and liabilities on the balance sheet date. (b) Interest rate risk Interest rate risk of the Company primarily arises from its long-term interest-bearing debts, such as long-term loans and bonds payables, etc. Financial liabilities with floating interest rate make the Company subject to cash flow interest rate risk, and financial liabilities with fixed interest rate make the Company subject to fair value interest rate risk. The Company determines the relative proportion of the fixed interest contracts and floating interest contracts based on the current market environment. Finance department of the Company’s headquarter monitors interest rate of the group continuously. Increase of the interest rate will result in the increase of the cost of new interest-bearing debts and the interest expense of the unpaid interest-bearing debts with floating rate, and subsequently lead to significant negative impact on the financial performance of the Company. The management makes adjustment in accordance with the update market condition in a timely manner. Note 9. FAIR VALUE DISCLOSURES The inputs used in the fair value measurement in its entirety are to be classified in the level of the hierarchy in which the lowest level input that is significant to the measurement is classified. Level 1: Inputs consist of unadjusted quoted prices in active markets for identical assets or liabilities Level 2: Inputs for the assets or liabilities (other than those included in Level 1) that are either directly or indirectly observable. Level 3: Inputs are unobservable inputs for the assets or liabilities 9.1 Assets and Liabilities Measured at Fair Value at 31 December 2021 Fair value at 31 December 2021 Items Level 1 Level 2 Level 3 Total Recurring fair value measurements (a) Held-for-trading financial assets 412,712,843.84 412,712,843.84 (i) Financial assets designated as at fair value through profit or loss Structured deposits and financial 412,712,843.84 412,712,843.84 products (b) Other equity instrument investment 10,176,617.20 10,176,617.20 Total assets measured at fair value on a 422,889,461.04 422,889,461.04 recurring basis The fair value of financial instruments traded in an active market is based on quoted market prices at the reporting date. The fair 249 深圳市特力(集团)股份有限公司 2021 年年度报告全文 value of financial instruments not traded in an active market is determined by using valuation techniques. Specific valuation techniques used to value the above financial instruments include discounted cash flow and market approach to comparable Company model. Inputs in the valuation technique include risk-free interest rates, benchmark interest rates, exchange rates, credit spreads, liquidity premiums, discount for lack of liquidity. 9.2 Valuation Technique(s), Qualitative and Quantitative Information about the Significant Inputs Used for Fair Value Measurement in Level 3 on a Recurring or Nonrecurring Basis The trading financial assets are the structured deposits and financial products purchased. The future cash flow is predicted by the expected rate of return, and the unobservable estimate is the expected rate of return. As the business environment, operation and financial situation of the invested enterprise China Pudong Development Machinery Industry Co., Ltd. have not changed significantly, the Company measures the investment cost as a reasonable estimate of the fair value. Note 10. RELATED PARTIES AND RELATED PARTY TRANSACTIONS Recognition of related parties: The Company has control or joint control of, or exercise significant influence over another party; or the Company is controlled or jointly controlled, or significant influenced by another party. 10.1 General Information of the Parent Company Percentage of Voting rights Name of the Registered Registered Nature of the business equity interests in in the parent address capital the Company (%) Company (%) Shenzhen Real estate development Shenzhen SDG and management, 4,582.82 million 49.09 49.09 Group Co., Ltd. domestic business (1) Remarks on the parent Company Shenzhen SDG Group Co., Ltd. was invested by the State-owned Assets Supervision and Administration Commission of the People’ s Government of Shenzhen Municipal (the“Shenzhen SASAC” and established on August 1, 1981. Shenzhen SDG Group Co., Ltd. currently holds a business license with unified social credit code of 91440300192194195C, with registered capital of CNY 4,582.82 million. (2) The Company’s ultimate controlling party is Shenzhen SASAC. 10.2 General Information of Subsidiaries Details of the subsidiaries please refer to Notes 7 INTERESTS IN OTHER ENTITIES. 10.3 Joint Ventures and Associates of the Company 250 深圳市特力(集团)股份有限公司 2021 年年度报告全文 (a) General information of significant joint ventures and associates Details of significant joint ventures and associates please refer to Notes 7 INTERESTS IN OTHER ENTITIES (b) Details of other joint ventures or associates trading with or with outstanding to the Company during the reporting period Name Relationship with the Company 深 圳 市 新 永 通 汽 车 服 务 有 限 公 司 (Shenzhen Associate originally, transferred in current Xinyongtong Dongxiao Automobile Service Co., Ltd.*) period 深圳市特力新永通汽车服务有限公司(Shenzhen Tellus Associate Xinyongtong Automobile Service Co., Ltd.*) 深 圳 市 新 永 通 东 晓 汽 车 服 务 有 限 公 司 (Shenzhen Associate originally, transferred in Xinyongtong Dongxiao Automobile Service Co., Ltd.*) previous period 深 圳 特 力 汽 车 服 务 连 锁 有 限 公 司 (Shenzhen Tellus Associate Automobile Services Chain Co., Ltd.*) 深 圳 市 永 通 信 达 检 测 设 备 有 限 责 任 公 司 (Shenzhen Associate Yongtong Xinda Inspection Equipment Co., Ltd.*) 深 圳市 先 导新 材 料有 限 公 司(Shenzhen Xiandao New Associate Materials Co., Ltd.*) 深 圳 市 特 力 行 投 资 有 限 公 司 (Shenzhen Tellus Xing Joint venture Investment Co., Ltd.*) 10.4 Other Related Parties of the Company Name Relationship with the Company 深圳市特发小额贷款有限公司 Holding subsidiary of the parent (Shenzhen SDG Microfinance Co., Ltd.*) Company 深圳市特发天鹅实业公司 Holding subsidiary of the parent (Shenzhen SDG Swan Industrial Co., Ltd.*) Company 深圳市机械设备进出口公司 Holding subsidiary of the parent (Shenzhen Machinery and Equipment Import and Export Company Co., Ltd.*) 深圳市特发地产有限公司 Holding subsidiary of the parent (Shenzhen SDG Real Estate Co., Ltd.*) Company 香港裕嘉投资有限公司 Holding subsidiary of the parent 251 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Name Relationship with the Company (Hong Kong Yujia Investment Co., Ltd.*) Company 深圳市特发工程管理有限责任公司 Holding subsidiary of the parent (Shenzhen SDG Engineering Management Co., Ltd.*) Company 深圳市特力阳春房地产公司 Holding subsidiary of the parent (Shenzhen Tellus Yangchun Real Estate Co., Ltd.*) Company 深圳龙岗特力房地产公司 Holding subsidiary of the parent (Shenzhen Longgang Tellus Real Estate Co., Ltd.*) Company 深圳市特发特力物业管理有限公司 Holding subsidiary of the parent (Shenzhen SDG Tellus Property Management Co., Ltd.*) Company 深圳市特发服务股份有限公司珠宝园分公司 Holding subsidiary of the parent (Shenzhen SDG Service Co., Ltd. Jewelry Park Branch*) Company 深圳华丽装修家私企业公司 (Shenzhen Huali Decoration Furniture Enterprise Co., Associate of the parent company Ltd.*) 安徽金尊珠宝有限公司 Participating shareholder (Anhui Jinzun Jewelry Co., Ltd.*) 汉成能源集团有限公司 Shareholder of significant original (Hubei Han’s Industry Investment Co.,Ltd.*) associates 10.5 Related Party Transactions (a) Purchases or sales of goods, rendering or receiving of services Purchases of goods, receiving of services: Nature of the Related parties 2021 2020 transaction(s) 深圳市特发工程管理有限责任公司 (Shenzhen SDG Engineering Receiving of services 1,976,807.29 838,867.91 Management Co., Ltd.*) 深圳市特发特力物业管理有限公司 (Shenzhen SDG Tellus Property Receiving of services 10,137,230.33 14,396,112.96 Management Co., Ltd.*) 深圳市特发服务股份有限公司 Receiving of services 4,270,312.85 252 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Nature of the Related parties 2021 2020 transaction(s) (Shenzhen SDG Service Co., Ltd.*) 深圳市特发服务股份有限公司珠宝 园分公司(Shenzhen SDG Service Co., Receiving of services 861,379.56 1,046,227.65 Ltd. Jewelry Park Branch) 深圳华丽装修家私企业公司 (Shenzhen Huali Decoration Furniture Receiving of services 3,094,128.99 Enterprise Co., Ltd.*) Sales of goods and rendering of services: Nature of the Related parties 2021 2020 transaction(s) 深圳市特发小额贷款有限公司 (Shenzhen SDG Microfinance Co., Rendering of services 207,640.32 161,205.25 Ltd.*) 深圳市特发服务股份有限公司珠宝 园分公司(Shenzhen SDG Service Co., Rendering of services 6,693.06 Ltd. Jewelry Park Branch) 深圳市特发集团有限公司(Shenzhen Rendering of services 45,592.00 SDG Group Co., Ltd.*) 深圳市特发特力物业管理有限公司 (Shenzhen SDG Tellus Property Rendering of services 1,876.11 6,868.14 Management Co., Ltd.*) (b) Leases The Company as lessor: The lessee Type of assets leased 2021 2020 深圳市仁孚特力汽车服务有限公司 (Shenzhen Renfu Tellus Automobiles House leasing 5,250,031.70 3,857,142.90 Service Co., Ltd.*) 深圳市新永通汽车服务有限公司 House leasing 717,300.00 527,029.51 (Shenzhen Xinyongtong Automobile 253 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Service Co., Ltd.*) 深圳市新永通东晓汽车服务有限公 司 (Shenzhen Xinyongtong Dongxiao House leasing 173,534.28 Automobile Service Co., Ltd.*) 深圳市特发小额贷款有限公司 (Shenzhen SDG Microfinance Co., House leasing 1,103,104.38 975,808.45 Ltd.*) 深圳市特发特力物业管理有限公司 (Shenzhen SDG Tellus Property House leasing 75,897.40 44,754.54 Management Co., Ltd.*) 深圳市特发服务股份有限公司珠宝 园分公司(Shenzhen SDG Service Co., House leasing 2,073,048.97 1,801,091.36 Ltd. Jewelry Park Branch*) 深圳市特发服务股份有限公司 House leasing 22,217.14 (Shenzhen SDG Service Co., Ltd.*) 深圳市永通信达检测设备有限责任 公 司 (Shenzhen Yongtong Xinda House leasing 32,061.90 Inspection Equipment Co., Ltd.*) (c) Key management personnel compensation Items 2021 2020 Key management personnel compensation 9,035,700.00 6,954,700.00 10.6 Receivables and Payables with Related Parties (a) Receivables Closing balance Opening balance Items Related parties Provision for Provision for Book balance Book balance bad debts bad debts 深圳市新永通汽车服务有 Accounts 限公司(Shenzhen 927,602.00 927,602.00 receivable Xinyongtong Automobile Service Co., Ltd.*) 深圳市特发服务股份有限 9,167.57 91.68 254 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Closing balance Opening balance Items Related parties Provision for Provision for Book balance Book balance bad debts bad debts 公司珠宝园分公司 (Shenzhen SDG Service Co., Ltd. Jewelry Park Branch*) 深圳市特发小额贷款有限 公司(Shenzhen SDG 17,791.06 177.91 115,481.80 1,154.82 Microfinance Co., Ltd.*) Subtotal 26,958.63 269.59 1,043,083.80 928,756.82 深圳东风汽车有限公司 Dividend (Shenzhen Dongfeng 24,100,548.07 receivable Automobile Co., Ltd.*) Subtotal 24,100,548.07 深圳特力汽车服务连锁有 限公司(Shenzhen Tellus Other receivables 1,359,297.00 1,359,297.00 1,359,297.00 1,359,297.00 Automobile Services Chain Co., Ltd.*) 深圳市永通信达检测设备 有限责任公司(Shenzhen 531,882.24 531,882.24 531,882.24 531,882.24 Yongtong Xinda Inspection Equipment Co., Ltd.*) 深圳市先导新材料有限公 司(Shenzhen Xiandao New 660,790.09 660,790.09 660,790.09 660,790.09 Materials Co., Ltd.*) 深圳市特力新永通汽车服 务有限公司(Shenzhen Tellus Xinyongtong 114,776.33 114,776.33 Automobile Service Co., Ltd.*) 深圳市特发特力物业管理 12,829.59 128.3 有限公司(Shenzhen SDG 255 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Closing balance Opening balance Items Related parties Provision for Provision for Book balance Book balance bad debts bad debts Tellus Property Management Co., Ltd. *) Subtotal 2,564,798.92 2,552,097.63 2,666,745.66 2,666,745.66 深圳特力汽车服务连锁有 Long-term 限公司(Shenzhen Tellus 2,179,203.68 2,179,203.68 2,179,203.68 2,179,203.68 receivables Automobile Services Chain Co., Ltd.*) Subtotal 2,179,203.68 2,179,203.68 2,179,203.68 2,179,203.68 (b) Payables Items Related parties Closing balance Opening balance 深圳市特发地产有限公司(Shenzhen SDG Accounts payable 6,054,855.46 6,054,855.46 Real Estate Co., Ltd.*) 深 圳 市 机 械 设 备 进 出 口 公 司 (Shenzhen Machinery and Equipment Import and Export 45,300.00 45,300.00 Co., Ltd. *) 深 圳 特 力 吉 盟 投 资 有 限 公 司 (Shenzhen 200,000.00 200,000.00 Tellus Jimeng Investment Co., Ltd. *) 深圳市特发工程管理有限责任公司 (Shenzhen SDG Engineering Management 150,005.66 12,905.66 Co., Ltd. *) 深圳市特发特力物业管理有限公司 (Shenzhen SDG Tellus Property Management 1,708,125.16 2,516,323.68 Co., Ltd. *) 深圳华丽装修家私企业公司 (Shenzhen Huali Decoration Furniture 1,042,036.18 Enterprise Co., Ltd.*) Subtotal 9,200,322.46 8,829,384.80 深圳市仁孚特力汽车服务有限公司 Advance 492,095.20 (Shenzhen Renfu Tellus Automobiles Service 256 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Items Related parties Closing balance Opening balance Payment Co., Ltd. *) Subtotal 492,095.20 香港裕 嘉投资有 限公司(Hong Kong Yujia Other payables 1,961,673.06 2,172,091.54 Investment Co., Ltd. *) 深圳市特发天鹅实业公司(Shenzhen SDG 28,766.05 20,703.25 Swan Industrial Co., Ltd. *) 深 圳 市 机 械 设 备 进 出 口 公 司 (Shenzhen Machinery and Equipment Import and Export 1,575,452.52 1,554,196.80 Co., Ltd. *) 深圳市特发集团有限公司(Shenzhen SDG 17,383,655.94 17,429,247.94 Group Co., Ltd. *) 深 圳 龙 岗 特 力 房 地 产 公 司 (Shenzhen 1,095,742.50 1,095,742.50 Longgang Tellus Real Estate Co., Ltd. *) 深 圳 市 特 力 阳 春 房 地 产 公 司 (Shenzhen 476,217.49 476,217.49 Tellus Yangchun Real Estate Co., Ltd. *) 深 圳 市 特 力 行 投 资 有 限 公 司 (Shenzhen 167,470.29 122,978.63 Tellus Xing Investment Co., Ltd. *) 深圳市永通信达检测设备有限责任公司 (Shenzhen Yongtong Xinda Inspection 5,600.00 5,600.00 Equipment Co., Ltd. *) 安 徽 金 尊 珠 宝 有 限 公 司 (Anhui Jinzun 1,330,000.00 Jewelry Co., Ltd. *) 深圳市特发特力物业管理有限公司 (Shenzhen SDG Tellus Property Management 122,141.49 124,550.87 Co., Ltd. *) 深圳市特发服务股份有限公司珠宝园分公 司 (Shenzhen SDG Service Co., Ltd. Jewelry 29,278.00 6,598.00 Park Branch) 深圳市仁孚特力汽车服务有限公司 (Shenzhen Renfu Tellus Automobiles Service 833,334.00 833,334.00 Co., Ltd. *) 257 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Items Related parties Closing balance Opening balance 深圳 市特 发小额 贷款 有限公 司(Shenzhen 237,804.66 227,836.80 SDG Microfinance Co., Ltd. *) 深圳市特发工程管理有限责任公司 (Shenzhen SDG Engineering Management 56,600.00 58,100.00 Co., Ltd. *) 汉 成 能 源 集 团 有 限 公 司 (Hubei Han ’ s 51,000,000.00 Industry Investment Co.,Ltd.*) 深圳市特发服务股份有限公司 5,832.00 (Shenzhen SDG Service Co., Ltd.*) 深圳华丽装修家私企业公司 (Shenzhen Huali Decoration Furniture 166,956.51 Enterprise Co., Ltd.*) Subtotal 24,146,524.51 76,457,197.82 Note 11. COMMITMENTS AND CONTINGENCIES 11.1 Significant Commitments (a) Capital commitments: Capital commitments signed but not yet recognized in the 31 December 2021 31 December 2020 financial statements Large contract 153,763,306.33 220,523,772.58 11.2 Contingencies Significant contingencies existing at the balance sheet date: In October 2005, the Company filed a lawsuit to the Shenzhen Luohu District People’s Court, requesting 金田实业(集团)股份 有 限 公 司 (Gintian Industry (Group) Co., Ltd. , hereinafter referred to as “ Gintian Company ” ) to compensate its mandatory deduction due to the guarantee provided for bank borrowings of Gintian Company. The total amount was CNY 4,081,830, including principal of CNY 3 million, interests of CNY 1,051,380, litigation costs of CNY 25,160, and execution costs of CNY 5,290. The court has decided in favor of the Company, and the Company has applied for enforcement. The funds deducted in previous years The English name is for identification purpose only. 258 深圳市特力(集团)股份有限公司 2021 年年度报告全文 have been accounted for as losses. In April 2006, 深 圳 发 展 银 行 (Shenzhen Development Bank Co., Ltd.*) filed a lawsuit against Gintian Company for overdue repayment of USD 2 million and against the Company as the guarantor. After paying the principal of USD 2 million and interests thereof on behalf of Gintian Company, the Company filed an appeal to Shenzhen Luohu District People’s Court, requesting Gintian Company to repay fund of USD 2,960,490 and interests thereof. Through the mediation from Shenzhen Luohu District People ’s Court in 2008, a civil mediation agreement ((2008) Shen Luo Fa Min Yi Chu Zi No. 937) was issued, and it was agreed that: Gintian Company shall pay the Company USD 2,960,490 before October 31, 2008, with interests exempted; if Gintian Company fails to make payment on time, it shall pay the liquidated damages for overdue payment based on the CNY benchmark loan interest rate published by the People’s Bank of China for the same period. Gintian Company went through bankruptcy reorganization process. On January 29, 2016, the Shenzhen Intermediate People’s Court ruled that the reorganization plan of Gintian Company was completed and the bankruptcy process was terminated. Gintian Company shall make additional allocations to creditors including the Company according to the reorganization plan, and the Company should obtain cash of CNY 325,000, A shares of 427,604 shares and B shares of 163,886 shares of Gintian Company. As of the date of approval for issuing this financial report, the Company hasn’t received the allocated assets. The Company filed a lawsuit to Qianhai Cooperation District People ’ s Court on August 15, 2018 after repeatedly failed to communicate with Jintian Company about the cash and equity that should be distributed to the Company after the bankruptcy and reorganization of Jintian Company. The court ordered on February 13, 2020 ((2018) Yue 0391 minchu No. 3104 civil judgment) Jintian Company to pay CNY 325,000 to the Company within five days after the judgment came into force, and 427604 A shares and 163886 B shares of Jintian Company (if the shares can’t be delivered, they can be paid after being converted into cash according to the stock market price on the last day of the performance period). On January 7, 2021, the Company applied for compulsory execution by Qianhai Cooperation District People’s Court. In the current period, the Court confirmed that the person subjected to execution should pay the company B-share discount, preservation fee, delay payment and other funds, totaling CNY 74,358.02. As of December 31, 2021, the company has received an execution payment of CNY 326,450.47 in cash, submitted an application for discount and transfer of B shares and an application for transfer of a shares to the court, and the transfer has not been completed. Note 12. EVENTS AFTER THE REPORTING PERIOD 12.1 Profit Distribution According to the profit distribution plan for 2021 approved by the formal meeting of the ninth board of directors on April 6, 2022, the Company plans to distribute cash dividend of CNY 0.25 (tax included) to all shareholders for every 10 shares, with 431,058,320 total shares as the base as of December 31, 2021, and a total of CNY 10,776,458.00 in cash, without bonus shares or capital reserve. The above profit distribution plan has yet to be reviewed and approved by the general meeting of shareholders of the Company. 259 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Note 13. OTHER SIGNIFICANT MATTERS 13.1 Segment Information (a) Basis of identification and accounting policies of reportable segments Reportable segments are identified based on operating segments which are determined based on the structure of the Company ’ s internal organization, management requirements and internal reporting system. The Company identified reportable segments based on industry. Business performance of auto sales, vehicle maintenance and inspection, leasing and services, and wholesale and retail of jewelry were evaluated separately. Assets and liabilities shared by different segments are allocated between segments proportionate to their respective size. (b) Financial information of reportable segments Vehicle Sales and Leasing and Inter-segment Items Auto sales maintenance service of Total services offsetting and inspection jewelry Revenue from main 194,373,092.47 81,491,892.59 211,340,991.30 59,404,147.76 -47,727,174.31 498,882,949.81 operations Cost of main 184,509,794.34 71,640,658.58 82,859,167.59 58,919,409.24 -47,499,950.81 350,429,078.94 operations 2,951,443,326.7 1,859,645,205.4 Total assets 40,699,909.80 121,001,290.01 82,323,334.76 -1,335,822,655.85 1 3 Total 40,221,145.93 78,970,761.95 896,703,938.83 30,169,014.45 -643,609,481.53 402,455,379.63 liabilities Note 14. NOTES TO THE MAIN ITEMS OF THE FINANCIAL STATEMENTS OF THE PARENT COMPANY 14.1 Accounts Receivable (1) Age analysis Ages Dec 31, 2021 Dec 31, 2020 Within 1 year 117,501.42 248,723.43 1 – 2 years 3,360.00 2 – 3 years 3,360.00 Over 3 years 484,803.08 484,803.08 Subtotal 605,664.50 736,886.51 Less: provision for bad debts 486,650.09 487,458.31 260 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Ages Dec 31, 2021 Dec 31, 2020 Total 119,014.41 249,428.20 (2) Details on categories Closing balance Book balance Provision for bad debts Categories Carrying Provision Amount % to total Amount amount proportion (%) Receivables with provision made on an 484,803.08 80.04 484,803.08 100 individual basis Receivables with provision made on a 120,861.42 19.96 1,847.01 1.53 119,014.41 collective basis Total 605,664.50 100 486,650.09 80.35 119,014.41 (Continued) Opening balance Book balance Provision for bad debts Categories Carrying Provision Amount % to total Amount amount proportion (%) Receivables with provision made on an 484,803.08 65.79 484,803.08 100 individual basis Receivables with provision made on a 252,083.43 34.21 2,655.23 1.05 249,428.20 collective basis Total 736,886.51 100 487,458.31 66.15 249,428.20 a) Accounts receivable with provision made on an individual basis Provision for Provision Reasons for Debtors Book balance bad debts proportion (%) provision made Expected to be 深圳笔架山娱乐公司 172,000.00 172,000.00 100 unrecoverable due (Shenzhen Bijiashan to long ages 261 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Provision for Provision Reasons for Debtors Book balance bad debts proportion (%) provision made Entertainment Company) Expected to be 龚炎清 97,806.64 97,806.64 100 unrecoverable due (Gong Yanqing) to long ages 广州乐敏电脑中心 Expected to be (Guangzhou Lemin 86,940.00 86,940.00 100 unrecoverable due Computer Center*) to long ages Expected to be Others 128,056.44 128,056.44 100 unrecoverable due to long ages Subtotal 484,803.08 484,803.08 100 b) Accounts receivable with provision for bad debts made on a collective basis Dec 31, 2021 Ages Provision for bad Provision proportion Book balance debts (%) Within 1 year 117,501.42 1,175.01 1 1 – 2 Years 2 – 3 Years 3,360.00 672 20 Over 3 years Subtotal 120,861.42 1,847.01 1.53 (continued) Dec 31, 2020 Ages Provision for bad Provision proportion Book balance debts (%) Within 1 year 248,723.43 2,487.23 1 1 – 2 Years 3,360.00 168 5 The English names are for identification purpose only. 262 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Dec 31, 2020 Ages Provision for bad Provision proportion Book balance debts (%) 2 – 3 Years Over 3 years Subtotal 252,083.43 2,655.23 1.05 See Note 3.10, for details of recognition criteria and instructions for provision for bad debts made on a collective basis. (3) Changes in provision for bad debts Increase Decrease Opening Closing Items Written- balance Accrual Recovery Others Reversal Others balance off Receivables with provision made 484,803.08 484,803.08 on an individual basis Receivables with provision made 2,655.23 -808.22 1,847.01 on a collective basis Subtotal 487,458.31 -808.22 486,650.09 (4) Details of the top 5 debtors with largest balances Proportion to the total Provision for bad Debtors Book balance balance of accounts debts receivable (%) 深圳市金城银域珠宝首饰有限公司 (Shenzhen Jincheng Yinyu Jewelry 117,501.42 19.4 1,175.01 Co., Ltd.) 深 圳 笔 架 山 娱 乐 公 司 (Shenzhen 172,000.00 28.4 172,000.00 Bijiashan Entertainment Company) The English names are for identification purpose only. 263 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Proportion to the total Provision for bad Debtors Book balance balance of accounts debts receivable (%) 龚炎清(Gong Yanqing) 97,806.64 16.15 97,806.64 广州乐敏电脑中心(Guangzhou Lemin 86,940.00 14.35 86,940.00 Computer Center) 兰 州 大船 电 子 公 司 (Lanzhou 37,308.00 6.16 37,308.00 Dachuan Electronics Co., Ltd.*) Subtotal 511,556.06 84.46 395,229.65 14.2 Other Receivables (1) Details by category Items Closing balance Opening balance Interest receivable Dividend receivable 547,184.35 547,184.35 Other receivables 89,854,408.23 126,422,912.78 Total 90,401,592.58 126,970,097.13 (2) Dividend receivable (a) Details Items Closing balance Opening balance China Perfect Machinery Industry Corp., Ltd. 547,184.35 547,184.35 Total 547,184.35 547,184.35 (b) Dividend receivable over 1 year Items Closing balance Ages Reasons Notes China Perfect Machinery 547,184.35 2 – 3 years not yet paid No impairment Industry Corp., Ltd. Total 547,184.35 264 深圳市特力(集团)股份有限公司 2021 年年度报告全文 (3) Other receivables (a)Other receivables categorized by ages Ages Closing Balance Opening Balance Within 1 year 89,818,515.19 126,378,704.11 1 – 2 years 46,698.00 2 – 3 years 46,698.00 Over 3 years 13,582,945.74 13,588,345.66 Subtotal 103,448,158.93 140,013,747.77 Less: provision for bad debts 13,593,750.70 13,590,834.99 Total 89,854,408.23 126,422,912.78 (b) Other receivables categorized by nature Nature of receivables Closing balance Opening balance Temporary advance payment receivable 13,776,179.52 13,650,486.51 Related transactions within the consolidation 89,671,979.41 126,363,261.26 scope Total 103,448,158.93 140,013,747.77 (c) Other receivables categorized by methods of provision for bad debts A. As of 2021-12-31, provision for bad debts according to the model of phase I/II/III: Phase Closing balance Provision for bad debts Opening balance I 89,865,213.19 10,804.96 89,854,408.23 II III 13,582,945.74 13,582,945.74 Total 103,448,158.93 13,593,750.70 89,854,408.23 As of 2021-12-31, provision for bad debts at phase I: Provision Reasons for Provision Carrying Catagories Book Balance for bad provision made proportion (%) Amount debts 265 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Provision Reasons for Provision Carrying Catagories Book Balance for bad provision made proportion (%) Amount debts Receivables with provision made on an individual basis Receivables with provision 89,865,213.19 0.01 10,804.96 89,854,408.23 made on a collective basis no dramatic credit risk 1. Portfolio grouped with ages 193,233.78 5.59 10,804.96 182,428.82 change after confirmed no dramatic 2. Portfolio grouped with credit risk balances due from 89,671,979.41 89,671,979.41 change after consolidated parties confirmed Total 89,865,213.19 0.01 10,804.96 89,854,408.23 As of 2021-12-31, provision for bad debts at phase III: Provision Provision for Carrying Reasons for Catagories Book Balance proportion (%) bad debts Amount provision made credit risk Receivables with provision change 13,582,945.74 100 13,582,945.74 made on an individual basis dramatically after confirmed Total 13,582,945.74 100 13,582,945.74 B. As of 2020-12-31, provision for bad debts according to the model of phase I/II/III: Phase Closing balance Provision for bad debts Opening balance I 126,425,402.11 2,489.33 126,422,912.78 II III 13,588,345.66 13,588,345.66 Total 140,013,747.77 13,590,834.99 126,422,912.78 As of 2020-12-31, provision for bad debts at phase I: 266 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Provision Provision for Reasons for Catagories Book Balance Carrying Amount proportion (%) bad debts provision made Receivables with provision made on an individual basis Receivables with provision made on a 126,425,402.11 0 2,489.33 126,422,912.78 collective basis no dramatic 1. Portfolio grouped credit risk 62,140.85 4.01 2,489.33 59,651.52 with ages change after confirmed no dramatic 2. Portfolio grouped credit risk with balances due from 126,363,261.26 126,363,261.26 change after consolidated parties confirmed Total 126,425,402.11 0 2,489.33 126,422,912.78 As of 2020-12-31, provision for bad debts at phase III: Provision Provision for Reasons for Catagories Book Balance Carrying Amount proportion (%) bad debts provision made credit risk Receivables with change provision made on an 13,588,345.66 100 13,588,345.66 dramatically individual basis after confirmed Total 13,588,345.66 100 13,588,345.66 As of 2021-12-31, other receivables with provision made on an individual basis. Debtors Book balance Provision for bad debts Provision proportion (%) Shenzhen Zhonghao 5,000,000.00 5,000,000.00 100.00 (Group) Co., Ltd. Jinbeili Household 2,706,983.51 2,706,983.51 100.00 Appliances Co., Ltd. 267 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Debtors Book balance Provision for bad debts Provision proportion (%) Shenzhen Petrochemical 1,898,419.67 1,898,419.67 100 (Group) Co., Ltd. Shenzhen SDG Huatong 1,212,373.79 1,212,373.79 100.00 Packaging Co., Ltd. Shenzhen Xiandao New 660,790.09 660,790.09 100.00 Materials Co., Ltd. Others 2,104,378.68 2,104,378.68 100.00 Total 13,582,945.74 13,582,945.74 100 As of 2021-12-31, other receivables with provision made on a collective basis. Catagories Book Balance Provision proportion (%) Provision for bad debts 1. Portfolio grouped with 193,233.78 10,804.96 5.59 ages Including: Within 1 year 146,535.78 1,465.36 1 1 – 2 years 2 – 3 years 46,698.00 9,339.60 20 Over 3 years 2. Portfolio grouped with balances due from 89,671,979.41 consolidated parties Total 89,865,213.19 10,804.96 0.01 As of 2020-12-31, other receivables with provision made on a collective basis. Catagories Book Balance Provision proportion (%) Provision for bad debts 1. Portfolio grouped with 62,140.85 2,489.33 4.01 ages Including: Within 1 year 15,442.85 154.43 1 1 – 2 years 46,698.00 2,334.90 5 2 – 3 years Over 3 years 268 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Catagories Book Balance Provision proportion (%) Provision for bad debts 2. Portfolio grouped with balances due from 126,363,261.26 consolidated parties Total 126,425,402.11 2,489.33 0 (d) Changes in provision for bad debts Phase I Phase II Phase III 12month Lifetime expected Lifetime expected Items Total expected credit credit losses (credit credit losses (credit losses not impaired) impaired) Opening balance 2,489.33 13,588,345.66 13,590,834.99 Opening balance in current period --Transferred to phase II --Transferred to phase III --Reversed to phase II --Reversed to phase I Provision made in current 8,315.63 -5399.92 2,915.71 period Provision recovered in current period Provision reversed in current period Provision written-off in current period Other changes Closing balance 10,804.96 13,582,945.74 13,593,750.70 269 深圳市特力(集团)股份有限公司 2021 年年度报告全文 (e) Details of the top 5 debtors with largest balances Proportion to the Nature of Provision for Debtors Book balance Ages total balance of other receivables bad debts receivables (%) Shenzhen Zhongtian Internal 88,889,042.29 Within 1 year 85.93 Industrial Co., Ltd. accounts Shenzhen Zhonghao Current 5,000,000.00 Over 5 years 4.83 5,000,000.00 (Group) Co., Ltd. accounts Jinbeili Household Current 2,706,983.51 Over 5 years 2.61 2,706,983.51 Appliances Co., Ltd. accounts Shenzhen Petrochemical Current 1,898,419.67 Over 5 years 1.84 1,898,419.67 (Group) Co., Ltd. accounts Shenzhen SDG Huatong Current 1,212,373.79 Over 5 years 1.17 1,212,373.79 Packaging Co., Ltd. accounts Subtotal 99,706,819.26 96.38 10,817,776.97 14.3 Long-term Equity Investments (1) Categories Closing balance Opening balance Items Provision for Provision for Book balance Carrying amount Book balance Carrying amount impairment impairment Investm ents in 694,745,472.73 1,956,000.00 692,789,472.73 799,743,472.73 6,954,000.00 792,789,472.73 subsidia ries Investm ents in associat 98,098,029.79 9,787,162.32 88,310,867.47 93,758,474.47 9,787,162.32 83,971,312.15 es and joint ventures Total 792,843,502.52 11,743,162.32 781,100,340.20 893,501,947.20 16,741,162.32 876,760,784.88 270 深圳市特力(集团)股份有限公司 2021 年年度报告全文 (2) Investments in subsidiaries Provision for Closing Opening impairment balance of Investees Increase Decrease Closing balance balance made in provision for current period impairment Shenzhen SDG Tellus Real Estate 31,152,888.87 31,152,888.87 Co., Ltd. Shenzhen Tellus Chuangying 14,000,000.00 14,000,000.00 Technology Co., Ltd. Shenzhen Tellus Xinyongtong Automobile 57,672,885.22 57,672,885.22 Development Co., Ltd. Shenzhen Zhongtian 369,680,522.90 369,680,522.90 Industrial Co., Ltd. Shenzhen Automobile 126,251,071.57 126,251,071.57 Industry and Trade Co., Ltd. Shenzhen SDG Huari Automobile 19,224,692.65 19,224,692.65 Enterprise Co., Ltd. Shenzhen Huari Toyota Auto Sales 1,807,411.52 1,807,411.52 Service Co., Ltd. Shenzhen Xinyongtong Auto 10,000,000.00 10,000,000.00 Vehicle Inspection Equipment Co., Ltd. 271 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Provision for Closing Opening impairment balance of Investees Increase Decrease Closing balance balance made in provision for current period impairment Sichuan Tellus 100,000,000 Jewelry Technology 100,000,000.00 .00 Co., Ltd. Shenzhen Tellus Baoku Supply 50,000,000.00 50,000,000.00 Chain Technology Co., Ltd. Shenzhen Haneco Technologies 1,956,000.00 Ceramics Co., Ltd. Shenzhen Jewelry Industry Service 13,000,000.00 13,000,000.00 Co., Ltd 100,000,000 Subtotal 792,789,472.73 692,789,472.73 1,956,000.00 .00 (3) Investments in associates and joint ventures Increase/Decrease Investment Adjustment in other Investees Opening balance Investments Investments income comprehensive increased decreased recognized under income equity method Joint ventures Shenzhen Tellus Jimeng 37,666,741.13 9,823,999.65 Investment Co., Ltd. Shenzhen Tellus Xing 12,697,424.88 754,797.47 Investment Co., Ltd. Subtotal 50,364,166.01 10,578,797.12 Associates Shenzhen Renfu Tellus 33,607,146.14 7,760,758.20 272 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Increase/Decrease Investment Adjustment in other Investees Opening balance Investments Investments income comprehensive increased decreased recognized under income equity method Automobiles Service Co., Ltd. Hunan Changyang Industrial Co., Ltd. Shenzhen Jiecheng Electronic Co., Ltd. Shenzhen Xiandao New Materials Co., Ltd. Subtotal 33,607,146.14 7,760,758.20 Total 83,971,312.15 18,339,555.32 (Continued) Increase/Decrease Closing balance Cash dividend/profit Investees Changes in Provision for Closing balance of provision for declared for Others other equity impairment impairment distribution Joint ventures Shenzhen Tellus Jimeng Investment 47,490,740.78 Co., Ltd. Shenzhen Tellus Xing 13,452,222.35 Investment Co., Ltd. Subtotal 60,942,963.13 Associates Shenzhen Renfu Tellus Automobile Service 14,000,000.00 27,367,904.34 Co., Ltd. Hunan Changyang 1,810,540.70 Industrial Co., Ltd. 273 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Increase/Decrease Closing balance Cash dividend/profit Investees Changes in Provision for Closing balance of provision for declared for Others other equity impairment impairment distribution Shenzhen Jiecheng 3,225,000.00 Electronic Co., Ltd. Shenzhen Xiandao New Materials Co., 4,751,621.62 Ltd. Subtotal 14,000,000.00 27,367,904.34 9,787,162.32 Total 14,000,000.00 88,310,867.47 9,787,162.32 14.4 Operating revenue/Operating cost Current period cumulative Preceding period comparative Items Revenue Cost Revenue Cost Main operations 50,382,988.38 15,225,250.76 37,241,063.15 10,754,749.28 Total 50,382,988.38 15,225,250.76 37,241,063.15 10,754,749.28 14.5 Investment Income Current period Preceding period Items cumulative comparative Investment income from long-term equity 8,400,304.32 investments under cost method Investment income from long-term equity 18,339,555.32 22,156,744.28 investments under equity method Gains on disposal of long-term equity 3,777,307.13 investments Investment income from financial 6,070,326.25 3,270,243.48 instruments Total 28,187,188.70 33,827,292.08 Note 15. Other SUPPLEMENTARY INFORMATION 274 深圳市特力(集团)股份有限公司 2021 年年度报告全文 15.1 Non-recurring profit or loss 1. Schedule of non-recurring profit or loss of current period Items 2021 2020 Gains on disposal of non-current assets, including written-off 66,654,129.65 1.00 of provision for impairment Tax refund, credit or exemption approved beyond the power of authorities, without formal documents, or with occasionality Government grant included in profit or loss (excluding those closely related to operating activities, or regular 2,923,779.58 1,522,079.42 government grants) Fund possession charge from non-financial entities and 629,671.75 435,887.15 included in profit or loss Gains on acquisition of subsidiaries, joint ventures and associates due to the surplus of acquisition-date fair value of net identifiable assets in acquiree over the acquisition cost Gains on non-cash assets exchange Gains on assets consigned to the third party for investment or management Assets impairment loss incurred due to force majeure such as natural disasters Gains on debt restructuring Entity restructuring expenses, such as staffing and integrating expenses Gains on transactions with unfair value Net profit gains on subsidiaries acquired through business combination under common control from the beginning of the period to the combination date Contingent gains on non-operating activities Gains on changes in fair value of held-for-trading financial 10,073,533.17 8,812,468.26 275 深圳市特力(集团)股份有限公司 2021 年年度报告全文 Items 2021 2020 assets and liabilities and investment income from disposal of held-for-trading financial assets and liabilities, and available-for-sale financial assets, excluding those arising from hedging business related to operating activities The reversed provision for impairment of receivables based 493,295.33 on impairment testing on an individual basis Gains on designated loans Gains on changes in fair value of investment properties with subsequent measurement at the fair value mode Gains on reconciliation of current period profit or loss following legal and regulative requirements Management charges for consigned operations Other non-operating revenue or expenditures 730,552.50 3,196,406.42 Other profit or loss satisfying the definition of non-recurring 46,275.77 44,839.26 profit or loss Subtotal 81,057,942.42 14,504,976.84 Less: Enterprise income tax affected 19,790,228.25 3,123,780.55 Non-controlling interest affected (after tax) 1,977,988.66 1,437,257.12 Net non-recurring profit or loss attributable to shareholders 59,289,725.51 9,943,939.17 of the parent company 15.2 RONA and EPS 1. Year of 2021 Weighted average EPS (yuan/share) Profit of the reporting period RONA (%) Basic EPS Diluted EPS Net profit attributable to shareholders of 9.56 0.3 0.3 ordinary shares Net profit attributable to shareholders of ordinary shares after deducting 5.23 0.17 0.17 non-recurring profit or loss 276 深圳市特力(集团)股份有限公司 2021 年年度报告全文 2. Year of 2020 Weighted average EPS (yuan/share) Profit of the reporting period RONA (%) Basic EPS Diluted EPS Net profit attributable to shareholders of 4.48 0.13 0.13 ordinary shares Net profit attributable to shareholders of ordinary shares after deducting 3.71 0.11 0.11 non-recurring profit or loss 277