特 力B:2015年第三季度报告全文(英文版)

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深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

Shenzhen Tellus Holding Co., Ltd.

The Third Quarterly Report For 2015

October 2015

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深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

Section I. Important Notice

Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of Shenzhen Tellus

Holding Co., Ltd. (hereinafter referred to as the Company) hereby confirm that there are no any fictitious

statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities,

individual and/or joint, for the reality, accuracy and completion of the whole contents.

All directors are present the meeting of the Board for deliberating the Third Quarter Report of the Company in

person.

Lv Hang, person in charge of the Company, head of the accounting works Yang Jianping and Ke Wensheng,

accounting body principals (accountant in charge) hereby confirm that the Financial Report of the Third Quarterly

Report is authentic, accurate and complete.

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深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

Section II. Main accounting data and changes of shareholders

I. Main accounting data and index

Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting

error correction or not

□Yes √ No

Current period-end Period-end of last year Increase/decrease

Total assets(RMB) 1,130,845,061.78 806,324,777.80 40.25%

Net assets attributable to

shareholders of listed company 844,095,393.66 191,880,262.80 339.91%

(RMB)

Increase/decrease in

Increase/decrease in

From Year-begin to comparison with

Current period comparison with same

end of the Period year-begin to

period of last year (%)

Period-end of last year

Operating revenue (RMB) 73,318,969.97 -34.08% 231,810,751.81 -31.80%

Net profit attributable to

shareholders of the listed company 11,044,774.84 18,695,130.86 349.67%

(RMB)

Net profit attributable to

shareholders of the listed company

1,221,254.10 8,737,793.81 208.85%

after deducting non-recurring gains

and losses(RMB)

Net cash flow arising from

-- -- 37,905,539.85 53.44%

operating activities(RMB)

Basic earnings per share

0.0407 0.0688 264.02%

(RMB/Share)

Diluted earnings per share

0.0407 0.0688 264.02%

(RMB/Share)

Weighted average ROE 1.32% 2.05% 3.61% 1.35%

Items and amount of extraordinary profit (gains)/losses

√Applicable □Not applicable

In RMB

Amount from year-begin to

Item Note

end of the Period

Gains/losses from the disposal of non-current asset (including the -20,091.85

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深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

write-off that accrued for impairment of assets)

Gains/losses from entrusted investment or assets management 1,540,958.89

Gains/losses of debt restructuring 17,877.02

Other non-operating income and expenditure except for the

43,104.71

aforementioned items

Terminated original retirement

Other gains/losses comply with definition of non-recurring

9,722,688.86 plan in the Period, and the

gains/losses

balance are charge back

Less: impact on income tax 1,252,448.81

Impact on minority shareholders’ equity (post-tax) 94,751.77

Total 9,957,337.05 --

Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies

Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to

the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their

Securities to the Public --- Extraordinary Profit/loss, explain reasons

□ Applicable √ Not applicable

In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists of

extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to

the Public --- Extraordinary Profit/loss.

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

Period

1. Statement of the total common shareholders and shares-held of top ten common shareholders at end of

the Period

In share

Total common shareholders at

58,227

period-end

Shares-held of top ten common shareholders

Amount of Number of share pledged/frozen

Nature of Proportion of Amount of shares

Shareholders restricted shares

shareholder shares held held State of share Amount

held

SHENZHEN State-owned

51.09% 151,870,560 20,587,056

SDG CO., LTD corporate

Shenzhen Capital

Fortune Jewelry Domestic

Industry non-state-owned 23.88% 71,000,000 71,000,000

Investment corporate

Enterprise

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深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

(limited

partnership)

GUOTAI

JUNAN

Foreign

SECURITIES(H 0.50% 1,478,232

corporation

ONGKONG)

LIMITED

KGI ASIA Foreign

0.31% 931,311

LIMITED corporation

Domestic nature

Zheng Nanrong 0.23% 687,700

person

FISRT

SHANGHAI Foreign

0.22% 658,502

SECURITIES corporation

LTD.

Shanghai H.K.

Foreign

Wanguo 0.19% 570,864

corporation

Securities

Domestic nature

Ling Fenyuan 0.18% 520,358

person

Foreign nature

Weng Zhengwen 0.16% 464,534

person

Domestic nature

Liu Hua 0.15% 454,715

person

Particular about top ten common shareholders with un-restrict shares held

Type of shares

Shareholders Amount of un-restrict common shares held

Type Amount

RMB ordinary

SHENZHEN SDG CO., LTD 131,283,504 131,283,504

shares

GUOTAI JUNAN Domestically

SECURITIES(HONGKONG) 1,478,232 listed foreign 1,478,232

LIMITED shares

Domestically

KGI ASIA LIMITED 931,311 listed foreign 931,311

shares

RMB ordinary

Zheng Nanrong 687,700 687,700

shares

FISRT SHANGHAI SECURITIES Domestically

658,502 658,502

LTD. listed foreign

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深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

shares

Domestically

Shanghai H.K. Wanguo Securities 570,864 listed foreign 570,864

shares

Domestically

Ling Fenyuan 520,358 listed foreign 520,358

shares

Domestically

Weng Zhengwen 464,534 listed foreign 464,534

shares

Domestically

Liu Hua 454,715 listed foreign 454,715

shares

Domestically

Zeng Huiming 400,000 listed foreign 400,000

shares

Among the top ten shareholders, there exists no associated relationship between the

state-owned legal person’s shareholders Shenzhen SDG Co., Ltd and other shareholders, and

Explanation on associated

they do not belong to the consistent actionist regulated by the Management Measure of

relationship among the top ten

Information Disclosure on Change of Shareholding for Listed Companies. For the other

shareholders or consistent action

shareholders of circulation share, the Company is unknown whether they belong to the

consistent actionist.

Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement

dealing in reporting period

□ Yes √ No

The top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company have no buy-back

agreement dealing in reporting period.

2. Total of shareholders with preferred stock held and the top ten shareholdings in Period-end

□Applicable √Not applicable

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深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

Section III. Important events

I. Particular about major changes from items of main accounting statements and financial

indexes as well as reasons

√ Applicable □Not applicable

Balance Sheet

Assets Closing balance Opening balance Amount changed Ratio changed Causes

The deposit increased due to the

Monetary fund 127,041,585.85 80,045,669.65 46,995,916.20 58.71% fund-raising from private placement are

fully funded

Mortgage for vehicle receivable from the

Account receivable 3,395,519.89 1,373,257.89 2,022,262.00 147.26%

Bank increased in Huari Company

The engineering and equipment account

Account paid in

27,306,408.92 6,981,402.87 20,325,006.05 291.13% for the 1st phase of jewelry Building are

advance

paid by Zhongtain Company in advance

Other account

4,644,548.96 7,904,999.44 -3,260,450.48 -41.25% The account receivable are collected

receivable

After vehicle purchase restrictions, the

Inventory 8,792,343.70 48,209,026.18 -39,416,682.48 -81.76% factory Toyota adjusted the year-plan

target, Huari Company currting inventory

Decreased in the Period mainly because

Other current

220,019,674.72 8,968,278.77 211,051,395.95 2353.31% the VAT input tax from subsidiary Huari

assets

Toyota Company are declined

The investment are increased with the

Construction in

223,450,491.52 122,551,469.97 100,899,021.55 82.33% construction progress of the first phase of

process

Tellus Shuibei Jewelry Building

All bank loans 54 million Yuan are paid in

Short-term loans 20,680,480.00 74,719,672.00 -54,039,192.00 -72.32%

the Period

The sales are carried over to vechicle sales

Account received

4,846,834.45 9,979,166.89 -5,132,332.44 -51.43% received in advance from subsidiary Huari

in advance

Toyota Company

Non-current

Headquarter of the Tellus paid the loans to

liability due within 73,000,000.00 120,700,000.00 -47,700,000.00 -39.52%

China CITIC Bank

one year

Headquarter of the Tellus paid the 132.3

million Yuan loans to China CITIC Bank

Long-term loans 0.00 178,597,550.55 -178,597,550.55 and Zhongtain Company paid 71 million

Yuan loans to China Construction Bank

(including loans at year-beginning 46.3

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深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

million Yuan paid and new loans in the

Period 24.7 million Yuan paid)

Long-term wages Terminated original retirement plan in the

0.00 9,953,557.75 -9,953,557.75

payable Period, and the balance are charge back

The rents received in advance 21.39

Other non-current million Yuan are sent back to Jing Bai Fu

12,651,834.58 32,570,237.55 -19,918,402.97 -61.16%

liability and Xingguang Da in the Period by

Zhongtain Company

paid-in capital (or

297,281,600.00 220,281,600.00 77,000,000.00 34.96% The issuance of 77 million shares

share capital)

Changing amount refers to the premium

Public reserves 564,192,605.51 7,672,605.51 556,520,000.00 7253.34%

from issuance of shares

The net profit attributable to owners’of

Retained profit -20,331,398.17 -39,026,529.03 18,695,130.86

parent company increased in the Period

Profit statement

Same period last

Item This cumulative Amount changed Ratio changed Causes

year

Mainly affectd by the vehicle pruchase

restriction policy at end of last year, sales

Operation income 231,810,751.81 339,918,355.38 -108,107,603.57 -31.80%

income from vehicles are dopped

dramatically

Operation cost 169,829,908.61 287,109,181.05 -117,279,272.44 -40.85% Declined with the income decreased

The interest expenditure decreaesd due to

the bank loans are paid in the Period, and

Financial expenses 5,317,919.97 13,118,660.75 -7,800,740.78 -59.46%

interest income increased for purchasing

capital-preservation financial products

Asset impairment

0.00 4,259,714.29 -4,259,714.29 Mainly due to the decline of bad debt loss

loss

Affiliated enterprise Shenzhen Zung Fu

Tellus Automobile Service Co., Ltd. and

Investment income 2,772,806.33 12,067,873.29 -9,295,066.96 -77.02%

Shenzhen Dongfeng Automobile Co., Ltd.

earn less in the Period

Non-operation The gains from non-current assets disposal

81,965.15 262,403.13 -180,437.98 -68.76%

income decreased

Non-operation The losses from non-current assets

41,075.27 10,276.05 30,799.22 299.72%

expenditure disposal increased

Current income tax increased due to the

Income tax profit in the Year, and written down

3,019,169.68 727,689.24 2,291,480.44 314.90%

expenses deferred income tax for terminate the

original retirement plan

Net profit Mainly because terminated relevant

18,695,130.86 4,157,549.10 14,537,581.76 349.67%

attributable to retirement welfare plan in the Period,

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深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

shareholders of long-term wages payable and period

listed company charge 9.72 million Yuan are written back,

than total profit inreased 9.72 million

Yuan and the the net profit attributable to

shareholder of listed company increased

8.49 million Yuan; the increase of

property leasing causes profit increased;

the profit increased due to the bank loans

return by fund-raising from privately

placement, which financial expenses

declined

Cash flow statement

Same period last

Item This cumulative Amount changed Ratio changed Causes

year

The inventory vehicle last year are sell by

Net cash flow

subsidiary Huari Toyota in the Period,

arising from 37,905,539.85 24,703,464.95 13,202,074.90 53.44%

than the operational net cash in-flow

operation activitis

increased

Net cash flow

Mainly because purchasing more

arising from

-328,409,890.73 -91,527,550.11 -236,882,340.62 capital-preservation financial products in

investment

the Period

activitis

Mainly because fund-raising from private

Net cash flow

placement increased in the Period and net

arising from 337,500,271.84 85,771,333.56 251,728,938.28 293.49%

expenditure from bank financing increased

financing activitis

on a y-o-y basis

Net incrase of csah

Net cash flow arising from operation and

and cash 46,995,916.20 18,947,830.56 28,048,085.64 148.03%

financing activities increased

equivalent

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

√Applicable □Not applicable

1. Progress of major project construction

The Tellus Shuibei Jewelry Building project which is built by the practical subject—the Company’s subsidiary Zhongtian Company,

the Shuibei Jinzuo Building project which is built by the practical subject— the cooperative enterprise Shenzhen Tellus Jimeng

Investment Co., Ltd. and the Xinglong Golden Jewelry Building project (former Shenzhen Shuibei Xinglong R&D Center Building)

which is built by the practical subject – joint-stock company Shenzhen Xinglong Mechanical Mould Co., Ltd. are promoting on the

construction plan at present.

2. The e-commerce business

As the ―Via the market research and analysis, the company has preliminarily positioned the e-commerce business by cooperating

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深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

with the e-commerce enterprises or merging and absorbing the excellent and mature e-commerce enterprises, made use of the

advantages of the e-commerce enterprises in e-commerce field and big data analysis, replied on the company’s properties at Shuibei

jewelry accumulation area and scale advantages of jewelry professional wholesale market that shall be brought by the transformation

and operation of properties, and made the virtual platform side and physical platform side to complement each other's advanta ges so

as to create a Test Rite jewelry e-commerce platform mainly in the form of B2B e-commerce and complete the company’s

preliminary layout at e-commerce platform.‖ proposed in reprot of the Board of the ―Semi-Annual Report of 2015, as of now,

relevant E-business has not been carried out by the Company yet, even the investment for employees and equipment ect. Either. The

Company conduct inspection on many E-business enterprises in the country since 2015, however, it seems no substantive negotiation,

intention and agreement act. so far; the Company will carry out the market research and inspection, promote E-business of the

Company through cooperation or merger as plan.

3. Jewllery retail market

The private stock placement of the Company has completed in March 2015, totally 646.8 million Yuan are raised, in line with the

issurance plan, part of the funds will investe in jewllery retail business. The Company conduct inspection on many professional

jewllery marke in the country since 2015, however, it seems no substantive negotiation, intention and agreement etc. so far; relevant

jewllery retail business has not been carried out by the Company yet, even the investment for employees and equipment etc Either.

The Company will carry out market research and inspection on jewllery retail, and promote jewllery retail market of the Company by

means of self-building, cooperation or merger in the future.

III. Commitments made by the Company or shareholders holding above 5% shares of the

Company in reporting period or made in previous period and extending to reporting period

√ Applicable □Not applicable

Commitmen Implementa

Commitments Accepter Contents Commitment date

t term tion

I. Commitments during the work of

Share Merger Reform of the Company:

1. Commitments on Lock-up period

(1) In accordance with the Measures for

the Administration of the Share Merger

Reform of Listed Companies, SDG

would abide by the various laws,

regulations and rules, and perform its

statutory commitment duty.

Share Merger (2) Apart from the above-mentioned Implementi

SDG 2005-12-25 Long term

Reform statutory commitment, SDG also made ng

the following special commitment: with

36 months since the day the reform plan

starts to take effect, SDG would not list

at Shenzhen Stock Exchange and sell

the shares of Tellus it held (except for

the shares used to promote the

administration level of Tellus).

(3) The administration level would

abide by the laws, regulations and rules,

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深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

and perform its statutory commitment

duty.

(4) SDG made the commitment: ―The

Promiser hereby promises that, if the

Promiser failed to fulfill its commitment

or not fully fulfill its commitment, it

would compensate other shareholders

for their losses suffered thereafter‖.

(5) SDG declared: ―The Promiser would

dutifully fulfill its commitments and

shoulder corresponding legal

responsibilities. The Promiser would

transfer the shares held by it only if the

assignee agree and have the ability to

shoulder the commitment

responsibility.‖

2. Special commitment concerning the

incentive mechanism

In order to effectively boost the core

management level and business

backbones for long, SDG would take

out its shares, not exceeding 10% in

total number after the Share Merger

Reform, and apply them to the boost of

the administration level. The shares

would be sold to the Company’s

administrative level over 3 years, with

the selling price being the net asset

value per share audited during the

period nearest to the implementation.

Before the implementation of the

promoting plan by share selling each

year, the administration level must

prepay the Company a risk

responsibility fund, i.e. 20% of the

planned selling price; Should the work

of the performance examination set by

the Board failed to be finished, the paid

risk responsibility fund would not be

refunded and shall be owned by the

Company. Detailed rules concerning the

limitations on the administration level,

such as the subscription conditions and

risk responsibility fund, and boost plans

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深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

would be set by the Board and

submitted to relevant departments for

approval. The implementation of the

shares for promoting would be

conducted strictly according to relevant

laws and regulations, and the circulation

conditions of these shares would be in

conformity with relevant regulations set

by the Shenzhen Stock Exchange. 3.

Relevant expenses of this Share Merger

Reform of Tellus would be paid by

SDG.

Controlling shareholder of the Company

SDG has a special commitment of

incentive mechanism made on share

merger reform of the Company. Later,

SASAC and Ministry of Finance jointly

issued the ―Tentative Measures on

Implementation of Equity Incentive for

State-owned Listing Companies‖,

CSRC issued the ―Management

Measures on Equity Incentive of Listed

Companies (Trial)‖. By contrasting, the

above mentioned commitment made by

SDG is out of the relevant requirement

from regulations the above said,

relevant commitment still failed to

implement. On 26 June 2014, the Implementi

SDG 2014-06-26 2016-6-30

Company actively negotiated with SDG ng

on the issues, and SDG promise

continue to supporting the Company in

order to promote a long-acting incentive

plan as soon as possible instead of the

equity incentive commitment made in

share merger reform, under the premise

of conforming to relevant law,

regulations and supervision

requirement., and complete the

long-acting incentive mechanism

construction before 30 June 2016. At

the appointed time, the long-acting

incentive mechanism plan will

implement after submit for deliberation

and pass in general meeting of the

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深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

Company.

Commitments in

report of

acquisition or equity

change

Commitments in

assets replacement

Commitment made

during the IPO and

refinancing

Other commitments

for medium and

small shareholders

Completed on time

Yes

or not

Detail reasons for

un-complement and

N/A

further plan (if

applicable)

IV. Estimation of operation performance for year of 2015

Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the

warning of its material change compared with the corresponding period of the last year and explanation of reason

□Applicable √Not applicable

V. Particular about security investment

□ Applicable √ Not applicable

The Company had no security investment in Period.

VI. Explanation on equity of other listed company held

□ Applicable √ Not applicable

No security investment in Period.

VII. Particulars about derivatives investment

□ Applicable √ Not applicable

The Company had no derivatives investment in Period.

VIII. Registration form of receiving research, communication and interview in the report

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深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

period

√Applicable □ Not applicable

Contents discussed and

Time Place Way Type Reception

material provided

Operation condition of the

Telephone Panoram Net Company, progress of the

2015-09-09 Tellus Other

communication –Zhang Bo key projects and stock; no

material required

Special Zone Stock condition, relevant

Telephone

2015-09-24 Tellus Other Daily-Xiong policy and influence; no

communication

Ziheng material required

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深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

Section IV. Financial Statement

I. Financial statement

1. Consolidated Balance Sheet

Prepared by Shenzhen Tellus Holding Co., Ltd

2015-09-30

In RMB

Items Closing balance Opening balance

Current assets:

Monetary funds 127,041,585.85 80,045,669.65

Settlement provisions

Capital lent

Financial assets measured by fair

value and whose change is recorded in

current gains and losses

Derivative financial liability

Notes receivable

Accounts receivable 3,395,519.89 1,373,257.89

Accounts paid in advance 27,306,408.92 6,981,402.87

Insurance receivable

Reinsurance receivables

Contract reserve of reinsurance

receivable

Interest receivable

Dividend receivable

Other receivables 4,644,548.96 7,904,999.44

Purchase restituted finance asset

Inventories 8,792,343.70 48,209,026.18

Divided into assets held ready for

sales

Non-current asset due within one

year

Other current assets 220,019,674.72 8,968,278.77

Total current assets 391,200,082.04 153,482,634.80

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深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

Non-current assets:

Granted loans and advances

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

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

Long-term account receivable

Long-term equity investment 206,202,113.24 211,270,265.80

Investment property 83,276,201.44 85,083,745.72

Fixed assets 137,734,990.27 142,849,121.72

Construction in progress 223,450,491.52 122,551,469.97

Engineering material

Disposal of fixed asset

Productive biological asset

Oil and gas asset

Intangible assets 53,114,888.52 53,924,233.96

Expense on Research and

Development

Goodwill

Long-term expenses to be

787,630.12 905,871.01

apportioned

Deferred income tax asset 24,499,678.86 25,678,449.05

Other non-current asset

Total non-current asset 739,644,979.74 652,842,143.00

Total assets 1,130,845,061.78 806,324,777.80

Current liabilities:

Short-term loans 20,680,480.00 74,719,672.00

Loan from central bank

Absorbing deposit and interbank

deposit

Capital borrowed

Financial liability measured by fair

value and with variation reckoned into

current gains/losses

Derivative financial liability

Notes payable

Accounts payable 21,980,687.45 22,340,922.90

Accounts received in advance 4,846,834.45 9,979,166.89

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深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

Selling financial asset of

repurchase

Commission charge and

commission payable

Wage payable 15,206,594.53 17,164,185.03

Taxes payable 9,098,955.72 9,055,093.27

Interest payable

Dividend payable

Other accounts payable 105,004,259.84 114,533,081.65

Reinsurance payables

Insurance contract reserve

Security trading of agency

Security sales of agency

Divided into liability held ready

for sale

Non-current liabilities due within 1

73,000,000.00 120,700,000.00

year

Other current liabilities

Total current liabilities 249,817,811.99 368,492,121.74

Non-current liabilities:

Long-term loans 178,597,550.55

Bonds payable

Including: preferred stock

Perpetual capital

securities

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

Long-term wages payable 9,953,557.75

Special accounts payable

Projected liabilities

Deferred income

Deferred income tax liabilities 539,427.92 723,459.18

Other non-current liabilities 12,651,834.58 32,570,237.55

Total non-current liabilities 26,848,753.44 235,502,295.97

Total liabilities 276,666,565.43 603,994,417.71

Owner’s equity:

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

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深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

Other equity instrument

Including: preferred stock

Perpetual capital

securities

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

Less: Inventory shares

Other comprehensive income

Reasonable reserve

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

Provision of general risk

Retained profit -20,331,398.17 -39,026,529.03

Total owner’s equity attributable to

844,095,393.66 191,880,262.80

parent company

Minority interests 10,083,102.69 10,450,097.29

Total owner’s equity 854,178,496.35 202,330,360.09

Total liabilities and owner’s equity 1,130,845,061.78 806,324,777.80

Legal representative: Lv Hang

Person in charge of accounting works: Yang Jianping

Chief Financial Officer: Ke Wensheng

2. Balance Sheet of parent company

In RMB

Item Balance at period-end Balance at period-begin

Current assets:

Monetary funds 66,458,895.44 26,441,746.73

Financial assets measured by fair

value and whose change is recorded in

current gains and losses

Derivative financial liability

Notes receivable

Accounts receivable

Accounts paid in advance 198,000.00 106,810.00

Interest receivable

Dividend receivable

Other receivables 93,655,740.15 110,350,188.00

Inventories

18

深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

Divided into assets held ready for

sales

Non-current asset due within one year

Other current assets 165,000,000.00 1,350,000.00

Total current assets 325,312,635.59 138,248,744.73

Non-current assets:

Finance asset available for sales 10,176,617.20 10,176,617.20

Held-to-maturity investment

Long-term account receivable

Long-term equity investment 680,940,437.80 425,961,150.29

Investment real estate 53,583,263.66 54,186,250.01

Fixed assets 17,290,465.81 17,961,888.31

Construction in progress 251,308.70 251,308.70

Engineering material

Disposal of fixed asset

Productive biological asset

Oil and gas asset

Intangible assets 322,426.56 274,939.25

Expense on Research and Development

Goodwill

Long-term expenses to be apportioned 32,557.01 346,559.91

Deferred income tax asset 13,956,931.79 13,986,138.44

Other non-current asset

Total non-current asset 776,554,008.53 523,144,852.11

Total assets 1,101,866,644.12 661,393,596.84

Current liabilities:

Short-term loans 9,544,160.00 19,544,160.00

Financial liability measured by fair

value and with variation reckoned into

current gains/losses

Derivative financial liability

Notes payable

Accounts payable

Accounts received in advance

Wage payable 4,911,198.43 6,918,478.90

19

深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

Taxes payable 470,005.46 430,065.27

Interest payable

Dividend payable

Other accounts payable 254,788,186.14 260,117,846.49

Divided into liability held for sale

Non-current liabilities due within 1

73,000,000.00 120,700,000.00

year

Other current liabilities

Total current liabilities 342,713,550.03 407,710,550.66

Non-current liabilities:

Long-term loans 132,300,000.00

Bonds payable

Including: preferred stock

Perpetual capital

securities

Long-term account payable

Long-term wages payable 3,343,417.98

Special accounts payable

Projected liabilities

Deferred income

Deferred income tax liabilities

Other non-current liabilities

Total non-current liabilities 135,643,417.98

Total liabilities 342,713,550.03 543,353,968.64

Owners’ equity:

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

Other equity instrument

Including: preferred stock

Perpetual capital

securities

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

Less: Inventory shares

Other comprehensive income

Reasonable reserve

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

20

深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

Retained profit -102,080,274.46 -109,673,740.35

Total owner’s equity 759,153,094.09 118,039,628.20

Total liabilities and owner’s equity 1,101,866,644.12 661,393,596.84

3. Consolidated Profit Statement (this report period)

In RMB

Item Current Period Last Period

I. Total operating income 73,318,969.97 111,225,813.52

Including: Operating income 73,318,969.97 111,225,813.52

Interest income

Insurance gained

Commission charge and commission

income

II. Total operating cost 62,658,959.82 116,967,815.79

Including: Operating cost 52,890,404.70 91,811,039.46

Interest expense

Commission charge and commission

expense

Cash surrender value

Net amount of expense of compensation

Net amount of withdrawal of insurance

contract reserve

Bonus expense of guarantee slip

Reinsurance expense

Operating tax and extras 1,516,494.43 1,304,403.00

Sales expenses 3,240,724.46 4,759,319.27

Administration expenses 4,223,093.43 10,271,520.89

Financial expenses 788,242.80 4,597,418.06

Losses of devaluation of asset 4,224,115.11

Add: Changing income of fair value(Loss

is listed with ―-‖)

Investment income (Loss is listed with

2,148,416.23 4,226,397.31

―-‖)

Including: Investment income on

762,114.87 3,000,269.56

affiliated company and joint venture

Exchange income (Loss is listed

with ―-‖)

III. Operating profit (Loss is listed with

12,808,426.38 -1,515,604.96

―-‖)

Add: Non-operating income 33,203.05 37,151.22

21

深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

Including: Disposal gains of

114.31 29,576.00

non-current asset

Less: Non-operating expense 3,757.34 7,643.04

Including: Disposal loss of

2,146.32

non-current asset

IV. Total Profit (Loss is listed with ―-‖) 12,837,872.09 -1,486,096.78

Less: Income tax expense 1,818,452.37 26,656.17

V. Net profit (Net loss is listed with ―-‖) 11,019,419.72 -1,512,752.95

Net profit attributable to owner’s of

11,044,774.84 -1,363,612.33

parent company

Minority shareholders’ gains and

-25,355.12 -149,140.62

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

subsequently to profit of loss

1. Changes as a result of

re-measurement of net defined benefit

plan liability or asset

2. Share of the other

comprehensive income of the investee

accounted for using equity method which

will not be reclassified subsequently to

profit and loss

(II) Other comprehensive income

items which will be reclassified

subsequently to profit or loss

1. Share of the other

comprehensive income of the investee

accounted for using equity method which

will be reclassified subsequently to profit

or loss

2. Gains or losses arising

from changes in fair value of

available-for-sale financial assets

3. Gains or losses arising

22

深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

from reclassification of held-to-maturity

investment as available-for-sale financial

assets

4. The effect hedging portion

of gains or losses arising from cash flow

hedging instruments

5. Translation differences

arising on translation of foreign currency

financial statements

6. Other

Net after-tax of other comprehensive

income attributable to minority

shareholders

VII. Total comprehensive income 11,019,419.72 -1,512,752.95

Total comprehensive income

11,044,774.84 -1,363,612.33

attributable to owners of parent Company

Total comprehensive income

-25,355.12 -149,140.62

attributable to minority shareholders

VIII. Earnings per share:

(i) Basic earnings per share 0.0407 -0.0062

(ii) Diluted earnings per share 0.0407 -0.0062

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

realized 0 Yuan at last period for combined party

Legal representative: Lv Hang

Person in charge of accounting works: Yang Jianping

Chief Financial Officer: Ke Wensheng

4. Profit Statement of parent company (this report period)

In RMB

Item Current Period Last Period

I. Operating income 7,506,170.12 5,451,132.90

Less: operating cost 936,470.47 906,128.86

Operating tax and extras 420,345.54 305,263.44

Sales expenses

Administration expenses 4,039,059.62 4,876,681.26

Financial expenses 962,004.03 2,600,163.08

Losses of devaluation of asset 2,765.98

Add: Changing income of fair

value(Loss is listed with ―-‖)

23

深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

Investment income (Loss is listed with

1,598,806.44 3,181,347.99

―-‖)

Including: Investment income on

647,957.13 1,955,220.24

affiliated company and joint venture

II. Operating profit (Loss is listed

2,747,096.90 -58,521.73

with ―-‖)

Add: Non-operating income 2.10

Including: Disposal gains of

non-current asset

Less: Non-operating expense

Including: Disposal loss of

non-current asset

III. Total Profit (Loss is listed with

2,747,099.00 -58,521.73

―-‖)

Less: Income tax expense 9,735.55 9,735.55

IV. Net profit (Net loss is listed with

2,737,363.45 -68,257.28

―-‖)

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 as a result of

re-measurement of net defined benefit

plan liability or asset

2. Share of the other

comprehensive income of the investee

accounted for using equity method

which will not be reclassified

subsequently to profit and loss

(II) Other comprehensive income

items which will be reclassified

subsequently to profit or loss

1. Share of the other

comprehensive income of the investee

accounted for using equity method

which will be reclassified subsequently

to profit or loss

2. Gains or losses arising

from changes in fair value of

available-for-sale financial assets

3. Gains or losses arising

24

深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

from reclassification of held-to-maturity

investment as available-for-sale

financial assets

4. The effect hedging

portion of gains or losses arising from

cash flow hedging instruments

5. Translation differences

arising on translation of foreign

currency financial statements

6. Other

VI. Total comprehensive income 2,737,363.45 -68,257.28

VII. Earnings per share:

(i) Basic earnings per share 0.0079 -0.0003

(ii) Diluted earnings per share 0.0079 -0.0003

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

In RMB

Item Current Period Last Period

I. Total operating income 231,810,751.81 339,918,355.38

Including: Operating income 231,810,751.81 339,918,355.38

Interest income

Insurance gained

Commission charge and commission

income

II. Total operating cost 213,277,142.08 348,195,943.14

Including: Operating cost 169,829,908.61 287,109,181.05

Interest expense

Commission charge and commission

expense

Cash surrender value

Net amount of expense of compensation

Net amount of withdrawal of insurance

contract reserve

Bonus expense of guarantee slip

Reinsurance expense

Operating tax and extras 4,364,159.61 3,768,251.35

Sales expenses 12,761,144.16 13,941,341.57

Administration expenses 21,004,009.73 25,998,794.13

25

深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

Financial expenses 5,317,919.97 13,118,660.75

Losses of devaluation of asset 4,259,714.29

Add: Changing income of fair value(Loss

is listed with ―-‖)

Investment income (Loss is listed with

2,772,806.33 12,067,873.29

―-‖)

Including: Investment income on

1,231,847.44 10,841,745.54

affiliated company and joint venture

Exchange income (Loss is listed

with ―-‖)

III. Operating profit (Loss is listed with

21,306,416.06 3,790,285.53

―-‖)

Add: Non-operating income 81,965.15 262,403.13

Including: Disposal gains of

17,208.33 197,088.80

non-current asset

Less: Non-operating expense 41,075.27 10,276.05

Including: Disposal loss of

37,300.18 2,146.32

non-current asset

IV. Total Profit (Loss is listed with ―-‖) 21,347,305.94 4,042,412.61

Less: Income tax expense 3,019,169.68 727,689.24

V. Net profit (Net loss is listed with ―-‖) 18,328,136.26 3,314,723.37

Net profit attributable to owner’s of

18,695,130.86 4,157,549.10

parent company

Minority shareholders’ gains and

-366,994.60 -842,825.73

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

subsequently to profit of loss

1. Changes as a result of

re-measurement of net defined benefit

plan liability or asset

2. Share of the other

comprehensive income of the investee

accounted for using equity method which

will not be reclassified subsequently to

26

深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

profit and loss

(II) Other comprehensive income

items which will be reclassified

subsequently to profit or loss

1. Share of the other

comprehensive income of the investee

accounted for using equity method which

will be reclassified subsequently to profit

or loss

2. Gains or losses arising

from changes in fair value of

available-for-sale financial assets

3. Gains or losses arising

from reclassification of held-to-maturity

investment as available-for-sale financial

assets

4. The effect hedging portion

of gains or losses arising from cash flow

hedging instruments

5. Translation differences

arising on translation of foreign currency

financial statements

6. Other

Net after-tax of other comprehensive

income attributable to minority

shareholders

VII. Total comprehensive income 18,328,136.26 3,314,723.37

Total comprehensive income

18,695,130.86 4,157,549.10

attributable to owners of parent Company

Total comprehensive income

-366,994.60 -842,825.73

attributable to minority shareholders

VIII. Earnings per share:

(i) Basic earnings per share 0.0688 0.0189

(ii) Diluted earnings per share 0.0688 0.0189

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

realized 0 Yuan at last period for combined party

6. Profit Statement of parent company (year-begin to end of this period)

In RMB

Item Current Period Last Period

27

深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

I. Operating income 24,564,430.18 15,136,033.02

Less: operating cost 2,797,064.96 2,726,322.58

Operating tax and extras 1,375,608.08 847,617.85

Sales expenses

Administration expenses 10,657,039.59 11,091,999.21

Financial expenses 4,496,841.46 7,524,094.75

Losses of devaluation of asset 2,765.98

Add: Changing income of fair

value(Loss is listed with ―-‖)

Investment income (Loss is listed with

2,384,794.35 9,922,734.37

―-‖)

Including: Investment income on

1,279,287.51 8,696,606.62

affiliated company and joint venture

II. Operating profit (Loss is listed

7,622,670.44 2,865,967.02

with ―-‖)

Add: Non-operating income 2.10 28,512.68

Including: Disposal gains of

non-current asset

Less: Non-operating expense

Including: Disposal loss of

non-current asset

III. Total Profit (Loss is listed with

7,622,672.54 2,894,479.70

―-‖)

Less: Income tax expense 29,206.65 29,206.65

IV. Net profit (Net loss is listed with

7,593,465.89 2,865,273.05

―-‖)

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 as a result of

re-measurement of net defined benefit

plan liability or asset

2. Share of the other

comprehensive income of the investee

accounted for using equity method

which will not be reclassified

subsequently to profit and loss

(II) Other comprehensive income

items which will be reclassified

subsequently to profit or loss

28

深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

1. Share of the other

comprehensive income of the investee

accounted for using equity method

which will be reclassified subsequently

to profit or loss

2. Gains or losses arising

from changes in fair value of

available-for-sale financial assets

3. Gains or losses arising

from reclassification of held-to-maturity

investment as available-for-sale

financial assets

4. The effect hedging

portion of gains or losses arising from

cash flow hedging instruments

5. Translation differences

arising on translation of foreign

currency financial statements

6. Other

VI. Total comprehensive income 7,593,465.89 2,865,273.05

VII. Earnings per share:

(i) Basic earnings per share 0.0280 0.0130

(ii) Diluted earnings per share 0.0280 0.0130

7. Consolidated Cash Flow Statement (year-begin to end of this period)

In RMB

Item Current Period Last Period

I. Cash flows arising from operating

activities:

Cash received from selling commodities

247,996,280.49 371,669,991.52

and providing labor services

Net increase of customer deposit and

interbank deposit

Net increase of loan from central bank

Net increase of capital borrowed from

other financial institution

Cash received from original insurance

contract fee

Net cash received from reinsurance

business

Net increase of insured savings and

investment

Net increase of amount from disposal

financial assets that measured by fair

value and with variation reckoned into

29

深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

current gains/losses

Cash received from interest,

commission charge and commission

Net increase of capital borrowed

Net increase of returned business

capital

Write-back of tax received

Other cash received concerning

38,803,328.28 51,300,943.38

operating activities

Subtotal of cash inflow arising from

286,799,608.77 422,970,934.90

operating activities

Cash paid for purchasing

commodities and receiving labor 124,429,614.48 288,431,038.72

service

Net increase of customer loans and

advances

Net increase of deposits in central

bank and interbank

Cash paid for original insurance

contract compensation

Cash paid for interest, commission

charge and commission

Cash paid for bonus of guarantee

slip

Cash paid to/for staff and workers 39,164,297.75 39,305,850.34

Taxes paid 14,756,537.59 21,917,897.17

Other cash paid concerning

70,543,619.10 48,612,683.72

operating activities

Subtotal of cash outflow arising from

248,894,068.92 398,267,469.95

operating activities

Net cash flows arising from operating

37,905,539.85 24,703,464.95

activities

II. Cash flows arising from investing

activities:

Cash received from recovering

218,400,000.00 1,507,458.60

investment

Cash received from investment

7,787,479.44 84,270.40

income

30

深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

Net cash received from disposal of

fixed, intangible and other long-term 195,140.57 143,540.00

assets

Net cash received from disposal of

subsidiaries and other units

Other cash received concerning

investing activities

Subtotal of cash inflow from investing

226,382,620.01 1,735,269.00

activities

Cash paid for purchasing fixed,

116,392,510.74 93,261,819.11

intangible and other long-term assets

Cash paid for investment 438,400,000.00

Net increase of mortgaged loans

Net cash received from

subsidiaries and other units obtained

Other cash paid concerning

1,000.00

investing activities

Subtotal of cash outflow from investing

554,792,510.74 93,262,819.11

activities

Net cash flows arising from investing

-328,409,890.73 -91,527,550.11

activities

III. Cash flows arising from financing

activities

Cash received from absorbing

635,500,000.00

investment

Including: Cash received from

absorbing minority shareholders’

investment by subsidiaries

Cash received from loans 24,698,215.03 449,797,550.55

Cash received from issuing bonds

Other cash received concerning

financing activities

Subtotal of cash inflow from financing

660,198,215.03 449,797,550.55

activities

Cash paid for settling debts 317,595,765.58 356,000,000.00

Cash paid for dividend and profit

4,665,177.61 8,026,216.99

distributing or interest paying

Including: Dividend and profit of

31

深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

minority shareholder paid by

subsidiaries

Other cash paid concerning

437,000.00

financing activities

Subtotal of cash outflow from financing

322,697,943.19 364,026,216.99

activities

Net cash flows arising from financing

337,500,271.84 85,771,333.56

activities

IV. Influence on cash and cash

equivalents due to fluctuation in -4.76 582.16

exchange rate

V. Net increase of cash and cash

46,995,916.20 18,947,830.56

equivalents

Add: Balance of cash and cash

80,045,669.65 63,166,448.10

equivalents at the period -begin

VI. Balance of cash and cash

127,041,585.85 82,114,278.66

equivalents at the period -end

8. Cash Flow Statement of parent company (year-begin to end of this period)

In RMB

Item Current Period Last Period

I. Cash flows arising from operating

activities:

Cash received from selling

commodities and providing labor 25,064,357.57 15,144,942.54

services

Write-back of tax received

Other cash received concerning

60,212,217.85 175,188,947.26

operating activities

Subtotal of cash inflow arising from

85,276,575.42 190,333,889.80

operating activities

Cash paid for purchasing

commodities and receiving labor

service

Cash paid to/for staff and workers 11,901,652.33 10,304,011.17

Taxes paid 2,725,836.90 2,840,852.22

Other cash paid concerning

41,317,280.76 291,743,250.05

operating activities

Subtotal of cash outflow arising from 55,944,769.99 304,888,113.44

32

深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

operating activities

Net cash flows arising from operating

29,331,805.43 -114,554,223.64

activities

II. Cash flows arising from investing

activities:

Cash received from recovering

150,000,000.00 1,507,458.60

investment

Cash received from investment

7,405,506.84 84,270.40

income

Net cash received from disposal of

fixed, intangible and other long-term 39,890.00

assets

Net cash received from disposal of

subsidiaries and other units

Other cash received concerning

investing activities

Subtotal of cash inflow from investing

157,405,506.84 1,631,619.00

activities

Cash paid for purchasing fixed,

552,442.65 1,852,320.00

intangible and other long-term assets

Cash paid for investment 575,000,000.00

Net cash received from

subsidiaries and other units

Other cash paid concerning

investing activities

Subtotal of cash outflow from investing

575,552,442.65 1,852,320.00

activities

Net cash flows arising from investing

-418,146,935.81 -220,701.00

activities

III. Cash flows arising from financing

activities

Cash received from absorbing

635,500,000.00

investment

Cash received from loans 342,500,000.00

Cash received from issuing bonds

Other cash received concerning

financing activities

Subtotal of cash inflow from financing 635,500,000.00 342,500,000.00

33

深圳市特力(集团)股份有限公司 2015 年第三季度报告全文

activities

Cash paid for settling debts 202,600,000.00 237,500,000.00

Cash paid for dividend and profit

3,630,720.91 7,275,940.91

distributing or interest paying

Other cash paid concerning

437,000.00

financing activities

Subtotal of cash outflow from financing

206,667,720.91 244,775,940.91

activities

Net cash flows arising from financing

428,832,279.09 97,724,059.09

activities

IV. Influence on cash and cash

equivalents due to fluctuation in

exchange rate

V. Net increase of cash and cash

40,017,148.71 -17,050,865.55

equivalents

Add: Balance of cash and cash

26,441,746.73 30,209,143.04

equivalents at the period -begin

VI. Balance of cash and cash

66,458,895.44 13,158,277.49

equivalents at the period -end

II. Audit report

Whether the third quarter report was audited or not

□Yes √No

The third quarter report of the Company has not been audited

34

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