SHENZHEN TELLUS HOLDING CO. LTD
Annual Report 2018
April 2019
Section I. Important Notice Contents and Paraphrase
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.
Fu Chunlong Principal of the Company Lou Hong person in charge of accounting works
and Liu Yuhong person in charge of accounting organ (accounting principal) hereby confirm
that the Financial Report of 2018 Annual Report is authentic accurate and complete.
All directors are attended the Board Meeting for report deliberation.
Securities Times Hong Kong Commercial Daily and Juchao Website (www.cninfo.com.cn) are
the media for information disclosure appointed by the Company all information under the
name of the Company disclosed on the above said media shall prevail. Concerning the
forward-looking statements with future planning involved in the Report they do not
constitute a substantial commitment for investors and investors are advised to exercise
caution of investment risks.The profit distribution pre-plan deliberated and approved by the Board was: distributed 0.00
Yuan (tax included) for every 10 shares held by whole shareholders of the Company based on
297281600 shares in total 0 share bonus (tax included) and 4.5 additional shares for each 10
shares held by shareholders are being converted by the capital reserve.Contents
Section I. Important Notice Contents and Paraphrase ................................................................. 2
Section II Company Profile and Main Financial Indexes .............................................................. 5
Section III Summary of Company Business .................................................................................. 10
Section V. Important Events ............................................................................................................ 42
Section VI. Changes in Shares and Particulars about Shareholders .......................................... 62
Section VII. Preferred Stock ........................................................................................................... 70
Section VIII. Particulars about Directors Supervisors Senior Executives and Employees .... 71
Section IX. Corporate Governance ................................................................................................ 82
Section X. Corporate Bond ............................................................................................................. 92
Section XI. Financial Report ........................................................................................................... 93
Section XII Documents Available for Reference ......................................................................... 229
Paraphrase
Items Refers to Contents
CSRC Refers to China Securities Regulatory Commission
SZ Exchange Refers to Shenzhen Stock Exchange
Shenzhen Branch of SD&C Refers to
Shenzhen Branch of China Securities Depository & Clearing
Corporation Limited
Company the Company our Company Tellus
Group
Refers to Shenzhen Tellus Holding Co. Ltd.Reporting period this reporting period this
year
Refers to Year of 2018
Auto Industry and Trade Co. 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 Huari Toyota Auto Sales Co. Ltd Shenzhen SDG Huari
Auto Enterprise Co. Ltd.
Zungfu Tellus Refers to Shenzhen Zungfu 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 Sichuan
Jewelry Company
Refers to Sichuan Tellus Jewelry Technology Co. Ltd.Xinglong Company Refers to Shenzhen Xinglong Machinery Mould Co. Ltd.Tellus Property Refers to Shenzhen SDG Tellus Property Management Co. Ltd.
SDG Refers to Shenzhen Special Development Group Co. Ltd.
Xinyongtong Technology Company Refers to Shenzhen Xinyongtong Technology Co. Ltd.
Dongxiao Inspection Company Refers to Shenzhen Xinyongtong Dongxiao Auto. Inspection Co. Ltd.
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
Chinese)
深圳市特力(集团)股份有限公司
Short form of the Company
(in Chinese)
特力 A
Foreign name of the Company
(if applicable)
Shenzhen Tellus Holding Co.Ltd
Legal representative Fu Chunlong
Registrations add. 3/F Tellus Building Shui Bei Er Road Luohu District Shenzhen
Code for registrations add 518020
Offices add. 15/F CNNC Building Shennan Middle Road Futian District Shenzhen
Codes for office add. 518031
Company‘s Internet Web Site www.tellus.cn
E-mail ir@tellus.cn
II. Person/Way to contact
Secretary of the Board Rep. of security affairs
Name Qi Peng Sun Bolun
Contact add.
15/F CNNC Building Shennan Middle
Road Futian District Shenzhen
15/F CNNC Building Shennan Middle
Road Futian District Shenzhen
Tel. （0755）83989378 （0755）83989339
Fax. （0755）83989386 （0755）83989386
E-mail ir@tellus.cn sunbl@tellus.cn
III. Information disclosure and preparation place
Newspaper appointed for information disclosure Securities Times (Shenzhen) and Hong Kong Commercial Daily(H.K.)
Website for annual report publish appointed by CSRC http://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 (if
applicable)
No changes during the period
Previous changes for controlling
shareholders (if applicable)
1. On 31 March 1997 the 159588000 state shares held by Shenzhen Investment
Management Co. Ltd. the only non-circulation shareholder were transfer to SDG;
total share capital of the Company was 220281600 shares while 159588000 state
shares held by SDG a 72.45% in total share capital. 2. On 4 January 2006 the
13717440 shares as the consideration of share merger reform were transfer to
account of A-shareholders from SDG. After share merger reform SDG holds 66.22%
of the total share capital of the Company. 3. On March 27 2015 the Company has
completed the non-public offering of A shares of 77000000 of which 6000000
shares are issued to the controlling shareholder - SDG and SDG holds 51.09% of the
Company's total shares after the issuance.4. In 2016 SDG reduced part of the
company‘s unrestricted outstanding shares by means of centralized bidding the
accumulatively reduced shareholdings accounted for 2% of the company‘s total share
capital. As of the end of the reporting period SDG holds 49.09% of the Company‘s
total shares and is still the controlling shareholder of the Company.V. Other relevant information
CPA engaged by the Company
Name of CPA Ruihua Certified Public Accountants (LLP)
Offices add. for CPA
3-9/F West Tower China Oversea Property Plaza7# Building 8# Yard Yongdingmen West
Binhe Rd. Dongcheng District Beijing
Signing Accountants Cai Xiaodong Zhou Xuechun
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
2018 2017 Changes over last year 2016
Operating income (RMB) 414238778.96 347237289.80 19.30% 324240841.90
Net profit attributable to 86924058.72 66862772.68 30.00% 27193562.63
shareholders of the listed
Company(RMB)
Net profit attributable to
shareholders of the listed Company
after deducting non-recurring gains
and losses(RMB)
83286083.84 54431067.47 53.01% 24233716.21
Net cash flow arising from
operating activities(RMB)
-6574979.97 -2093068.05 57874934.32
Basic earnings per share
(RMB/Share)
0.2924 0.2249 30.01% 0.0915
Diluted earnings per share
(RMB/Share)
0.2924 0.2249 30.01% 0.0915
Weighted average ROE 8.63% 7.20% 1.43% 3.08%
End of 2018 End of 2017
Changes over end of
last year
End of 2016
Total assets (RMB) 1658295531.00 1403314594.42 18.17% 1189001074.98
Net assets attributable to
shareholder of listed Company
(RMB)
1050209537.35 963259056.63 9.03% 895362614.95
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.
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
1st Q 2nd Q 3rd Q 4th Q
Operating income 92099937.58 105855144.15 92625770.58 123657926.65
Net profit attributable to
shareholders of the listed Company
16101533.51 10818746.35 8920175.03 51083603.83
Net profit attributable to
shareholders of the listed Company
after deducting non-recurring gains
and losses
13473427.60 8625228.08 6816699.27 54370728.89
Net cash flow arising from
operating activities
-8305634.44 -19764833.67 2090790.37 19404697.77
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 2018 2017 2016 Note
Gains/losses from the disposal of
non-current asset (including the write-off
that accrued for impairment of assets)
-4424801.74 5523267.93 -51690.07
Expenditure of the
equity transfer from
Xinglong Company;
income of equity
transfer from
Xinyongtong
Technology Company
and Dongxiao
Inspection Company
Governmental subsidy reckoned into current
gains/losses (not including the subsidy
enjoyed in quota or ration according to
national standards which are closely
relevant to enterprise‘s business)
3482.07 25753.22
Fund possession cost reckoned into current
gains/losses charged from non-financial
business
76041.64 76041.64
Gains/losses from entrust investment or
assets management
9611577.38 6606218.86 3916317.84
Gains/losses from contingency without
routine business concerned
-2225468.76 -1192618.90
Restoring of receivable impairment
provision that tested individually
15000.00
Other non-operating income and expenditure
except for the aforementioned items
485180.13 690397.76 -70940.53
Less: Impact on income tax -161206.61 59964.10 -170101.35
Impact on minority shareholders‘ equity
(post-tax)
49242.45 445010.10 -188676.73
Total 3637974.88 12431705.21 2959846.42 --
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
Section III Summary of Company Business
I. Main businesses of the Company in the reporting period
Does the Company need to comply with the disclosure requirements of the special industry
No
The Company's main business includingautomobile sales; auto testing maintenance accessories sales resource
asset management and jewelry service business in the period.
1. Car sales testing maintenance and parts sales: During the reporting period influenced by the
unfavorablemarket environment and the decline in sales revenue the company continued to increase the
performance of holding companies in various automobile business segmentsby strengthening the management of
holding companies. The holding subsidiary Huari Company completed the store renewal and re-launched its grand
opening and the profit reached a new high in recent years the inventory at the end of the year was reduced the
funds were sufficient and the company had a smooth and steady development.Revenue of the Company from
automobile sales amounted as 122.23 million Yuan a 16.36% declined from a year earlier.
2. Resourcesassetsmanagement:During the reporting period the companyimproved its performance by
strengthening data management changing the way of renting implementing incentive and restriction policies
simultaneously and adopting various management methods achieved the annual resources assets management
income of 93.62 million Yuan and the income scale remained stable.
3. Jewelry service business: During the reporting period the company continued to focus on the strategic thinking
of transforming into a third-party integrated operation service provider in the jewellery industry and fully
promoted the company‘s strategy. In the current year Sichuan Jewellery Co. Ltd. the first project of the regional
channel platform perfected and formed a set of business process systems in the operation practice that have
standard operations and conform to the industry‘s conditions the supply chain settlement supporting service
system has been officially operated and the ERP system of jewelry industry is in an initial trial run the annual
revenue of jewelry wholesale and retail was 151.22 million Yuan.II. Major changes in main assets
1. Major changes in main assets
Major assets Note of major changes
Equity assets
Book value of long-term equity investment up to 31st December 2018 amounting to
224.6448 million Yuan decreased 59.82 million Yuan over that of period beginning with
21.03% down mainly because the 43% equity of Xinglong Company are trasnferred into
the Company and the income accrual based on equity increased from investment for
enterprise with shares participated
Fixed assets No major change
Intangible assets No major change
Construction in progress
Book value of the construction in progress till end of 31st December 2018 amounting to
12.8436 million Yuan a decrease of 365.3173 million Yuan over that of period-begin
with 96.60% declined. Mainly because the transfer-out of Shuibei Jewelry Building and
input for the preliminary project of Phase II of Jewelry Shuibei
Other current assets
Book value of other current assets till end of 31st December 2018 amounting to 332.4325
million Yuan an increase of 112.8502 million Yuan over that of period-begin with
51.39% up mainly due to the increase of financial products purchased in the period.
Investment real estate
Book value of investment real estate till end of 31st December 2018 amounting to
503.9224 million Yuan an increase of 430.6989 million Yuan over that of period-begin
mainly due to the transfer-in for completion of Shuibei Jewelry Building
Account receivable
Book value of account receivable till end of 31st December 2018 amounting to 86.1047
million Yuan an increase of 41.8894 million Yuan over that of period-begin with 94.74%
up mainly because the wholesale credit for jewelry from Sichuan Tellus Company
increased in the period
Assets held for sale
Book value of assets held for sale up to 31st December 2018 amounting to 85.0173
million Yuan increased 85.0173 million Yuan over that of period beginning with100.00%
up mainly because the 43% equity of Xinglong Company are transferred into the
Company
2. Main overseas assets
□ Applicable √ Not applicable
III. Core Competitiveness Analysis
Does the Company need to comply with the disclosure requirements of the special industry
No
1. Mastering the property resources of the core gathering place of the jewelry industry and stable in
business income
The output value of Shenzhen jewelry accounts for more than 70% of the national jewelry industry and
Shuibei-Buxin area is the core gathering area of jewelry industry in Shenzhen its output value accounts for more
than 70% of the jewelry industry in Shenzhen.Which has formed the largest cluster of gold jewelry enterprises in
the country covering the entire industry chain including raw material procurement production and processing
and wholesale sales and the economic and strategic position and the core aggregation effects of this area in
jewelry industry have remained stable for many years.
According to the ―13
th
Five-Year‖ plan for urban renewal in Luohu District Shenzhen Shuibei-Buxin area will be
built into the jewellery fashion industrial zone of Luohu DistrictShuibei area is the international jewellery art
center and Buxin area is the jewellery intelligent high-end manufacturing center so as to form the Shuibei-Buxin
international jewellery eco-creative area. The company is the largest owner of the Tellus Jimeng Gold Jewellery
Industrial Park in Shuibei area Tellus Shuibei Jewellery Building phase I has been put into use and phase II
construction project is about to be launched. At the same time as the largest owner of land parcels 04 & 05 in the
urban renewal unit planning project of Buxin industrial zone the company will plan and construct an innovative
industrial project in line with the city district and the Company‘s overall strategic layout in Buxin area through
the renovation method. The company will maintain the status of the largest owner of Shuibei and Buxin areas and
master the physical platform resource advantages of the core area of the jewelry industry. Meanwhile the
Company grasps a large number of property resources in various districts in Shenzhen which can bring stable
business income and cash flow to the company and provide a solid foundation for the company‘s transformation
and development through the resource assets business such as property leasing.
2. Plough into the jewellery industry through resource advantages and gradually expand the industry
influence.In recent years with the slowdown in the growth of jewellery industry the uncertainties in the development of the
industry have increased a large number of jewelry companies have shrunk their businesses and the industry
continues to show the characteristics of bottom shocks. At the same time under the continuous influence of
financial policies such as de-leveraging and financial risks prevention the financial services with internet color
are greatly restricted as a result the entire jewellery industry continues to face financing difficulties and some
radical industry leading enterprises are even caught in debt crisis the actual controllers have changed and the
industry development has been affected. Under this circumstance as a state-owned enterprise and a listed
company the company has good credit qualification and credit endorsement ability and has low-cost and
multi-channel capital sources therefore its special identity advantage in jewellery industry also becomes more
prominent which provide advantages for the company to plough into the supply chain services of jewellery
industry that the privately operated jewellery companies can‘t obtain.The company takes the third-party integrated operation service provider of the jewelry industry as the strategic
blueprint does not participate in the specific product management of jewellery does not compete for the stock
market business but plans to serve the vast number of jewellery enterprises through innovative business models to
energize the development of industry. After years of efforts to transform into the jewellery industry the company
has formed a closer strategic partnership with a number of leading jewelry industry companies across the country
the jointly invested and established jewellery innovation platform project has been put into operation and achieved
good results. The development strategy and corporate vision of the company are also highly recognized and
supported by the industry. During the reporting period the company was successfully elected as the vice president
of the Gems and Jewelry Trade Association of China and the executive director of the first council of the
Intellectual Property Service Committee of the Gems and Jewelry Trade Association of China its influence in the
jewelry industry is also continuously being expanded.The company will continue to give play to its own comprehensive resource advantages unite the upstream and
downstream of the jewelry industry chain integrate the industry demand improve the industry‘s traditional model
provide more comprehensive innovative services solve the industry pain points and promote the healthy
development of the industry and achieve all-win while realizing its social responsibility and returning to the
company‘s shareholders.Section IV Discussion and Analysis of the Operation
I. Introduction
In 2018 the negative impact of the ―trade war‖ on the world economy gradually emerged which brought
instability to international business activities and reduced investment confidence the developed economies
emerging markets and developing economies all showed significant differentiation and overall economic growth
had signs of a downturn. China‘s GDP increased by 6.6% over the previous year which continued to operate in a
reasonable range and achieved overall stability and steady progress but the external environment was complex
and severe and the economy was still facing downward pressure. Facing the complicated international and
domestic economic situation under the leadership of the party committee and the board of directors the company
firmly promoted the strategic transformation and optimized the resource allocation on the one hand elaborately
handled the existing business on the other hand rapidly promoted the development of the project ensured the
smooth implementation of the strategic transformation and all the work has achieved remarkable results the
profit index of each business segment has reached new heights.
During the reporting period the Company has achieved operating income of 414.24 million Yuan increased 67
million Yuan compared with 347.24 million Yuan in the same period of last year an increase of 19.30% income
changes are mainly: ① the income has an increase of 108.51 million Yuan on a y-o-y basis for the business
expansion of jewelry wholesale and retail in the year; ②the income from automobile sales have 23.91 million
Yuan declined from a year earlier with 16.36 % down from Huari Company which was resulted by the deduction
of car supply and parts of the production for car models are ends no substitute car models for sales subsequently;
③ the property management and service income deducted a 18.43 million Yuan from a year earlier due to the
equity of Tellus Property Company transfer. Total profit achieved in the year amounting to 90.55 million Yuan
increase 21.62 million Yuan by comparing with the 68.93 million Yuan last year net profit attributable to parent
company amounting as 86.92 million Yuan an increase of 20.06 million Yuan compare with 66.86 million Yuan
achieved last year mainly because the investment income for enterprise with share participation increased on a
y-o-y basis.In the market environment where the economy is facing downturn and the funds are generally tight the company
strengthens the management of participating companies urges some participating companies to realize
undistributed profit dividends to take back cash and earnestly safeguards shareholders‘ rights and interests which
lay a solid foundation for the company‘s key projects. During the reporting period the company‘s leasing income
jewelry operating income wealth management income and financing scale reached new highs and the financing
cost was the lowest in recent years which effectively ensured the capital needs of the company‘s business
development.II. Main business analysis
1. Introduction
See the ―I-Introduction‖ in ―Discussion and Analysis of the Operation‖
. Revenue and cost
(1) Constitute of operation revenue
In RMB
2018 2017
y-o-y changes (+-)
Amount
Ratio in operation
revenue
Amount
Ratio in operation
revenue
Total operation
revenue
414238778.96 100% 347237289.80 100% 19.30%
According to industries
Auto sales 122236609.61 29.51% 146150511.84 42.09% -16.36%
Auto inspection and
maintenance and
accessories sales
47153619.46 11.38% 50192766.34 14.45% -6.05%
Property rental and
service
93621443.04 22.60% 108174167.58 31.15% -13.45%
Jewelry wholesale
and retails
151227106.85 36.51% 42719844.04 12.30% 254.00%
According to products
Auto sales 122236609.61 29.51% 146150511.84 42.09% -16.36%
Auto inspection and
maintenance and
accessories sales
47153619.46 11.38% 50192766.34 14.45% -6.05%
Property rental and
service
93621443.04 22.60% 108174167.58 31.15% -13.45%
Jewelry wholesale
and retails
151227106.85 36.51% 42719844.04 12.30% 254.00%
According to region
Shenzhen 263011672.11 63.49% 304517445.76 87.70% -13.63%
Anhui 12849125.20 3.10% 4884558.80 1.40% 163.06%
Sichuan 138377981.65 33.41% 37835285.24 10.90% 265.74%
(2) About the industries products or regions accounting for over 10% of the Company’s operating income
or operating profit
√Applicable □ Not applicable
Does the Company need to comply with the disclosure requirements of the special industry
No
In RMB
Operating
revenue
Operating cost Gross profit ratio
Increase/decrease
of operating
revenue y-o-y
Increase/decrease
of operating cost
y-o-y
Increase/decrease
of gross profit
ratio y-o-y
According to industries
Auto sales 122236609.61 116630283.37 4.59% -16.36% -17.42% 1.23%
Auto inspection
and maintenance
and accessories
sales
47153619.46 36190699.86 23.25% -6.05% -5.26% -0.64%
Property rental
and service
85750554.94 37260988.51 56.55% -14.95% 11.57% -10.32%
Jewelry
wholesale and
retails
151227106.85 139519914.92 7.74% 254.00% 260.35% -1.63%
According to products
Auto sales 122236609.61 116630283.37 4.59% -16.36% -17.42% 1.23%
Auto inspection
and maintenance
and accessories
sales
47153619.46 36190699.86 23.25% -6.05% -5.26% -0.64%
Property rental
and service
85750554.94 37260988.51 56.55% -14.95% 11.57% -10.32%
Jewelry
wholesale and
retails
151227106.85 139519914.92 7.74% 254.00% 260.35% -1.63%
According to region
Shenzhen 255140784.01 185332389.35 27.36% -14.14% -10.93% -2.62%
Anhui 12849125.20 14584662.12 -13.51% 163.06% 81.22% 51.25%
Sichuan 138377981.65 129684835.19 6.28% 265.74% 266.06% -0.08%
Under circumstances of adjustment in reporting period for statistic scope of main business data adjusted main business based on
latest one year‘s scope of period-end
□ Applicable √ Not applicable
(3) Income from physical sales larger than income from labors
√ Yes □ No
Industries Item Unit 2018 2017 Y-o-y changes (+-)
Auto sales
Sales volume Set 745 834 -10.67%
Storage Set 64 58 10.34%
Reasons for y-o-y relevant data with over 30% changes
□Applicable √ Not applicable
(4) Fulfillment of the Company’s signed significant sales contracts up to this reporting period
□ Applicable √ Not applicable
(5) Constitute of operation cost
Classification of industries and products
In RMB
Industries Item
2018 2017
Y-o-y changes
(+-) Amount
Ratio in operation
cost
Amount
Ratio in operation
cost
Auto sales Automobile 116630283.37 35.09% 141236154.23 55.55% -17.42%
Auto inspection
and maintenance
and accessories
sales
Accessory
maintenance and
detection
36190699.86 10.89% 38200637.20 15.02% -5.26%
Property rental
and service
Lease property
management and
other
40006456.97 12.04% 36099814.88 14.20% 10.82%
Jewelry operation
Retail and
wholesale of
jewelry
139519914.92 41.98% 38718354.34 15.23% 260.35%
Total 332347355.12 100.00% 254254960.65 100.00% 30.71%
In RMB
Products Item
2018 2017
Y-o-y changes
(+-) Amount
Ratio in operation
cost
Amount
Ratio in operation
cost
Auto sales Automobile 116630283.37 35.09% 141236154.23 55.55% -17.42%
Auto inspection
and maintenance
and accessories
sales
Accessory
maintenance and
detection
36190699.86 10.89% 38200637.20 15.02% -5.26%
Property rental
and service
Lease property
management and
other
40006456.97 12.04% 36099814.88 14.20% 10.82%
Jewelry operation
Retail and
wholesale of
139519914.92 41.98% 38718354.34 15.23% 260.35%
jewelry
Total 332347355.12 100.00% 254254960.65 100.00% 30.71%
Note
(6) Whether the changes in the scope of consolidation in Reporting Period
√Yes □ No
Totally 15 enterprises included in consolidate statement for year of 2018 found more in the VIII. Equity in other body carry in the
annotation of financial statement in Auditing Report 2018 released on Juchao Website on the same date. One enterprise decrease in
the consolidate statement by comparing with last year.
(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 (RMB) 30080309.84
Proportion in total annual sales volume for top five clients 7.27%
Ratio of the sales from related parties in total annual sales
among the top five clients
0.00%
Information of top five clients of the Company
Serial Name Sales (RMB) Proportion in total annual sales
1 Deng Debing 7793834.51 1.88%
2 Wei Yanyun 5589604.33 1.35%
3 Mao Haitao 5572582.10 1.35%
4 Jin Jincheng 5572114.96 1.35%
5 Chen Liuhai 5552173.94 1.34%
Total -- 30080309.84 7.27%
Other situation of main clients
□ Applicable √ Not applicable
Main suppliers of the Company
Total purchase amount from top five suppliers (RMB) 276302382.28
Proportion in total annual purchase amount for top five
suppliers
83.14%
Ratio of the purchase from related parties in total annual 0.00%
purchase among the top five suppliers
Information of top five suppliers of the Company
Serial Suppliers Procurement (RMB) Proportion in total annual procurement
1 FAW TOYOTA Motor Sales Co. Ltd. 127174314.55 38.27%
2 Shandong Mengjinyuan Jewelry Co. Ltd. 64518484.00 19.41%
3 Shenzhen Jinyudeshang Gold Co. Ltd. 58683841.00 17.66%
4
Shenzhen Kaiheng Jewelry Industrial Co.Ltd.
17772521.00 5.35%
5 Gold Dragon Jewelry Co. Ltd 8153221.73 2.45%
Total -- 276302382.28 83.14%
Other notes of main suppliers of the Company
□ Applicable √ Not applicable
3. Expenses
In RMB
2018 2017
Increase/decrease
y-o-y
Note of major changes
Sales expense 19987406.50 16490379.71 21.21%
Management expense 44231376.56 36735283.59 20.41%
Financial expense 6508114.19 1520168.86 328.12%
The interest expenditure increased
from a year earlier due to the new bank
loans increased at end of last year; and
the Phase I project of Shuibei Jewelry
Building from Zhongtian Company
completed in the period and transfer to
fixed assets with capitalization ceased
4. R&D investment
□ Applicable √ Not applicable
5. Cash flow
In RMB
Item 2018 2017 Y-o-y changes (+-)
Subtotal of cash in-flow from
operation activity
446554238.53 360454671.41 23.89%
Subtotal of cash out-flow from
operation activity
453129218.50 362547739.46 24.98%
Net cash flow arising from
operating activities
-6574979.97 -2093068.05
Subtotal of cash in-flow from
investment activity
1283663305.04 686489369.68 86.99%
Subtotal of cash out-flow from
investment activity
1261960622.90 835440610.55 51.05%
Net cash flow arising from
investment activity
21702682.14 -148951240.87
Subtotal of cash in-flow from
financing activity
163082000.00 239272000.00 -31.84%
Subtotal of cash out-flow from
financing activity
177155081.66 124931753.63 41.80%
Net cash flow arising from
financing activity
-14073081.66 114340246.37 -112.31%
Net increased amount of cash
and cash equivalent
1054902.13 -36704421.54
Main reasons for y-o-y major changes in aspect of relevant data
√Applicable □ Not applicable
Item
2018 2017 Y-o-y changes
(+-)
Note
Net cash flow arising from
operating activities
-6574979.97 -2093068.05 The credit sales for jewelry
wholesale from Sichuan Tellus
Company are not in the period of
sales refund; and the goods margin
are paid to the Chow Tai Fook
(Shenzhen) Co. Ltd. by Anhui
Starlight Company
Subtotal of cash in-flow from
investment activity
1283663305.04 686489369.68 86.99% Redemption of financial products
increased in the period bonus from
enterprise with share participation
increased and received the amount
and interest of equity transfer from
Xinglong Company
Subtotal of cash out-flow from
investment activity
1261960622.90 835440610.55 51.05% Increase of the financial products
investment and paying the
transaction fee to SEHK for
transferring equity of Xinglong
Company
Net cash flow arising from
investment activity
21702682.14 -148951240.87 The account and interest of equity
transfer from Xinglong Company
received
Subtotal of cash in-flow from
financing activity
163082000.00 239272000.00 -31.84% The new bank loans declined from a
year earlier and minority
shareholder‘s investment from
Tellus Starlight Company and
Sichuan Jewelry Company
increased
Subtotal of cash out-flow from
financing activity
177155081.66 124931753.63 41.80% The amount of loan payment
increased liquidity loan principal
and interest are paid in the period
and intercourse funds to SDG
Net cash flow arising from
financing activity
-14073081.66 114340246.37 The new bank loans declined from a
year earlier and amount of loan
payment increased on a y-o-y basis
Reasons of major difference between the cash flow of operation activity in report period and net profit of the Company
□Applicable √Not applicable
III. Analysis of the non-main business
□ Applicable √ Not applicable
IV. Assets and liability
1. Major changes of assets composition
In RMB
End of2018 End of2017
Ratio
changes
Notes of major changes
Amount
Ratio in total
assets
Amount
Ratio in total
assets
Monetary fund 169512260.69 10.22% 161793218.56 11.53% -1.31%
Account
receivable
86104660.51 5.19% 44215236.68 3.15% 2.04%
Inventory 12342854.40 0.74% 12646227.22 0.90% -0.16%
Investment real
estate
503922413.70 30.39% 73223512.21 5.22% 25.17%
Long-term equity 224644766.21 13.55% 284464749.15 20.27% -6.72%
investment
Fix assets 112674017.53 6.79% 120296822.84 8.57% -1.78%
Construction in
process
12843571.97 0.77% 378160896.69 26.95% -26.18%
Short-term loans 143000000.00 8.62% 120000000.00 8.55% 0.07%
Long-term loans 34934887.55 2.11% 38600000.00 2.75% -0.64%
Assets held for
sale
85017251.77 5.13% 5.13%
Other current
assets
332432494.44 20.05% 219582250.70 15.65% 4.40%
2. Assets and liability measured by fair value
□ Applicable √ Not applicable
3. Right of the assets restrained till end of the Period
Found more in the ―Auditing Report 2018‖ disclosed on the same day in Juchao Website: 49. Assets with
ownership or use right restrained listed in Note VI. Items of Consolidate Statement
V. Investment
1. Overall situation
√Applicable □Not applicable
Investment amount in the period (RMB)
Investment amount at same period of last
year (RMB)
Changes
168971900.00 97600000.00 73.13%
2. The major equity investment obtained in the reporting period
√Applicable □Not applicable
In RMB
Name
of
invested
compan
y
Princi
pal
busine
ss
Method
of
investm
ent
Amount
of
investme
nt
Shareh
olding
Capital
sources
Partners
Term of
investm
ent
Type
of
produ
cts
Statu
s as
of
the
balan
ce
sheet
Expec
ted
return
Current
investment
profit and
loss
Whet
her
litigati
on
Date of
disclos
ure (if
applica
ble
)
Index
of
disclos
ure (if
applica
ble
date )
Sichuan
Tellus
Jewelry
Technol
ogy Co.Ltd.Sales
of
jewelr
y
New
establis
hed
700000
00.00
66.67
%
Fund-rai
sing
Chengdu
Ruihang
Jewelry Co.Ltd Chengdu
Caizhiyuan
Jewelry Co.Ltd. Chengdu
Kaixing
Industrial Co.Ltd.and
Sichuan
Baoxie
Commercial
Management
Co. Ltd.
2 July
2047
Sales
of
jewelr
y
Regi
strati
on
comp
leted
0.00
3081288.
75
N
8 July
2017
Found
more
in
Notice
(No.:
53)
release
d on
Securit
ies
Times
Hong
Kong
Comm
ercial
Daily
and
Juchao
Websit
e
Shenzhe
n
Zhongti
an
Industri
al Co.
Ltd.Prope
rty
leasin
g and
mana
geme
nt
Capital
increas
e
989719
00.00
100.00
%
Fund-rai
sing
N/A
Not
fixed
deadlin
e
Prope
rty
leasin
g and
mana
geme
nt
Com
plete
d the
chan
ges
0.00
-1258523
4.01
N
9 Feb.
2018
Found
more
in
Notice
(No.:
11)
release
d on
Securit
ies
Times
Hong
Kong
Comm
ercial
Daily
and
Juchao
Websit
e
Total -- --
168971
900.00
-- -- -- -- -- -- 0.00
-9503945
.26
-- -- --
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 had no securities investment in the reporting period.
(2) Derivative investment
□ Applicable √ Not applicable
The Company has no derivatives investment in the Period
5. Application of raised proceeds
√Applicable □Not applicable
(1) Overall application of raised proceeds
√Applicable □Not applicable
In 10 thousand Yuan
Year Way
Total
raised
capitals
Total
raised
capital
used
in Period
Total
accumulati
ve raised
capitals
used
Total
raised
capital has
purpose of
uses
changed in
Period
Cumulativ
e raised
capitals
has
purpose of
uses
changed in
total
Ratio of
cumulative
raised
capitals
has
purpose of
uses
changed
Total
accumulati
ve raised
capitals
unused
Usage of
the
retained
raised
capitals
and what
is expected
to invested
with those
capitals
Raised
capitals
idle for
more than
two years
2015 年
Non -
Public
Offering
63352 8245.02 56430.27 0 17097.4 26.99% 0
As of
December
31 2018
the
fund-raisin
g
investment
0
projects of
the
company‘s
non-public
offering of
shares in
2015 have
completed
investment
or capital
increase
andall the
raised
funds have
been fully
used.Total -- 63352 8245.02 56430.27 0 17097.4 26.99% 0 -- 0
Explanation on General usage of raised capital
According to the ―Proposal of the Company‘s plan for non-public offering of shares‖ and other related proposals deliberated and
approved by the Company‘s 19th extraordinary meeting of the seventh board of directors and the 4th extraordinary general meeting
of 2014 and the ―Approval for non-public offering of shares of Shenzhen Tellus(Group) Co. Ltd.‖ (CSRC license No. [2015]173)
approved by China Securities Regulatory Commission the Company has adopted non-public offering of shares to issue RMB
ordinary shares (A shares) of 77 million shares and the issue price is 8.40 Yuan /Share. The total raised funds of this issuance are
646800000 Yuan; the net amount of raised funds is 633520000 Yuan after deducting the issuance costs of 13280000 Yuan. On
March 12 2015 Ruihua Certified Public Accountants (special general partnership) has verified the capital of this issuance and
issued "Capital Verification Report" RHYZ No. [2015]48330003.Ended as 31st December 2018 the projects with fund raising non
publicly offering in 2015 are being completed or capital increase completion all the funds have been used.
(2) Situation of committed project of raised proceeds
√Applicable □Not applicable
In 10 thousand Yuan
Committed investment
projects &investment
of raised fund
Projects
changed
or not
(includin
g
changed
partially)
Total
committe
d
investme
nt of
raised
capitals
Total
investme
nt after
adjustme
nt (1)
Amount
invested
in this
period
Amount
of
accumula
ted
investme
nt till the
period-en
d (2)
Investme
nt
program
till the
period-en
d
(3)=(2)/(1
)
Predicted
serviceab
le
condition
date of
project
Profit
realized
in this
year
Reach the
predicted
interest or
not
Project
feasibility
was
changed
hugely or
not
Investment project commitment
1.Tellus Shuibei Y 26000 33097.4 1036.69 27035.94 81.69% 0 Not N
Jewelry Building applicabl
e
2.1Newly increased
decoration costs of
Tellus Shuibei project
Y 6809 2799.79 208.33 244.33 8.73% 0
Not
applicabl
e
N
2.2Bank loans payment N 19150 19150 0 19150 100.00% 0
Not
applicabl
e
N
2.3 Sichuan Regional
Jewelry Channel
Platform Company
Y 0 10000 7000 10000 100.00% 308.13
Not
applicabl
e
N
2.4Retail market of
jewelry business
Y 19500 0 0 0 0.00% 0
Not
applicabl
e
Y
2.5Jewelry e-business Y 4500 0 0 0 0.00% 0
Not
applicabl
e
Y
2.6Jewelry training
business
Y 3800 0 0 0 0.00% 0
Not
applicabl
e
Y
2.7Automobile leasing
business supporting the
jewelry market
Y 2630 0 0 0 0.00% 0
Not
applicabl
e
Y
Subtotal of
commitment projects
-- 82389 65047.19 8245.02 56430.27 -- -- 308.13 -- --
Investment orientation for over raised fund
N/A
Total -- 82389 65047.19 8245.02 56430.27 -- -- 308.13 -- --
Situation about not
coming up to schemed
progress or expected
revenue and the
reason(In specific
project)
Tellus Shuibei Jewelry Building has came into service officially.
2. In the investment projects of raised funds for supplementing the Company's working capital:
(1) Repayment of bank loans of 191500000 Yuan has been completed.
(2) Newly increased decoration costs of Tellus Shuibei project will put into use according to the
construction progress. (3) On 7 April 2017 and 4 May 2017 the Company holding the official 7 th meeting
of 8th BOD and AGM of 2016 respectively deliberated and approved the ―Proposal of Canceling Part of
the Fund-Raised Investment Projects‖ that is the jewelry e-business jewelry training jewelry market
matching with the automobile leasing business supporting the jewelry market are determined to
removed.(4) On 8 May 2017 and 25 May 2017 the Company holding the 8th extraordinary meeting of 8th
BOD and First Extraordinary shareholders meeting of 2017 respectively deliberated and approved the
―Proposal of ‖Changed the Fund-Raised Purpose and Investment on Jewelry Channel Platform Company
in Sichuan area‖ that is the Company will contribute fund-raised of 100 million Yuan in the project of
Sichuan Regional Jewelry Channel Platform Company the Company takes 66.67% equity in the above
mentioned new company.(5) On 12 December 2017 and 28 December 2017 the Company holding the 13th
extraordinary meeting of 8th BOD and Third Extraordinary Shareholders Meeting of 2017 respectively
deliberated and approved ―Proposal of Change the Projects with Fund-Raised Investment‖ that is the
Company will change the fund-raised projects according to actual conditions increased more investment in
Tellus Shuibei Jewelry Buildings and the total fund raised investment the second capital for decoration
will reduce to 27.9979 million Yuan from former 68.09 million Yuan the 13.93 million Yuan which has no
projects occupied the 40.0921 million Yuan reduced from decoration and 16.9519 million Yuan from part
of the interest and financial products will totally (70.974 million Yuan) invested in the follow-up
construction of Tellus Shuibei Jewelry Building the Tellus Shuibei Jewelry Building project plans to have
330.974 million Yuan from the fund-raised after changed.
Explanation on great
changes of feasibility
of project
(1) Jewelry E-business: Jewelry e-commerce business: the jewelry e-commerce business market is highly
competitive payback period is long the Company needs to bear some business risks and long-playing
losses which may bring adverse effects on the Company‘s overall performance if investing the jewelry
e-commerce platform according to the original plan under the current market situation so the Company
has decided to suspend the plan to use raised funds to invest in this project. The raised funds in the original
plan shall be used for other projects.(2) Jewelry retail market business: since 2015 affected by the decline
of prosperity in jewelry industry and the raise of property costs large jewelry retail markets across the
country have shrunk the business and reduced the income and profits if the Company continued to invest
large funds into the jewelry retail market the business risks would be large so the Company has planned to
cancel the raised-fund investment plan for the jewelry retail market business.(3) Jewelry training business:
this project has not yet been put into use. The Company has started to investigate some schools in early
2015 and found that there are already many jewelry training schools in Shenzhen Shuibei area and the
market competition is rather intense; at the same time affected by the decline of prosperity in jewelry
industry the demand for training business has substantially reduced. If the Company invests in the
construction of jewelry training schools the return on investment is relatively low and the payback period
is long so the Company has decided to suspend the investment plan for this project and wait to argue until
the business of jewelry service industry goes smoothly and enough resources are accumulated. The raised
funds in the original plan shall be used for other projects. (4) Automobile leasing business supporting the
jewelry market: the project has not yet been put into use. One main reason is that Shenzhen Municipal
Government announced the implementation of car-purchase restriction policy on December 29 2014 the
car purchase takes two methods i.e. lottery and bidding this policy made the Company unable to carry out
this business as planned; another reason is that the prosperity of jewelry industry has declined the demand
for automobile leasing has greatly reduced in jewelry industry of Shuibei and the business prospects are
influenced so the Company has decided to cancel the investment in this project. The raised funds in the
original plan shall be used for other projects.
Amount usage and
progress of using for
fund raising out of the
plan
Not applicable
Change of
implementation place
Not applicable
of investment project
of raised capitals
Adjustment of
implementation way
for investment project
of raised capitals
Applicable
Occurred in previous year
1. On 7 April 2017 and 4 May 2017 the Company holding the official 7th meeting of 8th BOD and AGM of
2016 respectively deliberated and approved the ―Proposal of Canceling Part of the Fund-Raised
Investment Projects‖ that is the jewelry e-business jewelry training jewelry market matching with the
automobile leasing business supporting the jewelry market are determined to canceled. 2. On 8 May 2017
and 25 May 2017 the Company holding the 8th extraordinary meeting of 8th BOD and First
Extraordinaryshareholders meeting of 2017 respectively deliberated and approved the ―Proposal
of ‖Changed the Fund-Raised Purpose and Investment on Jewelry Channel Platform Company in Sichuan
area‖ that is the Company will contribute fund-raised of 100 million Yuan in the project of Sichuan
Regional Jewelry Channel Platform Company the Company takes 66.67% equity in the above mentioned
new company. 3.On 12 December 2017 and 28 December 2017 the Company holding the
13thextraordinary meeting of 8th BOD and Third Extraordinary Shareholders Meeting of 2017 respectively
deliberated and approved ―Proposal of Change the Projects with Fund-Raised Investment‖ that is the
Company will change the fund-raised projects according to actual conditions increased more investment in
Tellus Shuibei Jewelry Buildings and the total fund raised investment the second capital for decoration
will reduce to 27.9979 million Yuan from former 68.09 million Yuan the 13.93 million Yuan which has no
projects occupied the 40.0921 million Yuan reduced from decoration and 16.9519 million Yuan from part
of the interest and financial products will totally (70.974 million Yuan) invested in the follow-up
construction of Tellus Shuibei Jewelry Building the Tellus Shuibei Jewelry Building project plans to have
330.974 million Yuan from the fund-raised after changed.
Particular about the
advanced input and
replacement
Applicable
On April 27 2015 the Company held the thirtieth interim meeting of the seventh board of directors which
deliberated and approved the motion about replacing the self-raised funds beforehand invested in
fund-raising project with the raise funds and agreed the Company to replace the self-raised funds of
114162000 Yuan invested in fund-raising project with the raise funds of which 15.6 million Yuan was
used to replace and supplement the beforehand invested self-raised funds of the Company‘s circulating
funds and 98562000 Yuan was used to replace and supplement the beforehand invested self-raised funds
of Tellus ShuibeiJewelry Building project. The Company‘s independent director and sponsor institution
have expresses their agreement on this matter.Temporarily
supplement for the
current capitals with
idle raised capitals
Not applicable
Balance of the amount
for raised-fund
investment project after
implementation and
reasons
Applicable
The fund-raising investment projects of the company‘s non-public offering of sharesin 2015 have
completed investment or capital increase and all the raised funds have been used.The total funds raised as
of December 31 2018 amounted to 8959100 yuan which was net interest income generated during the
depositing period of raised funds.Use of funds and
allocation for reserved
raised capital
In view of the fact that the fund-raising investment projects of the company‘s non-public offering of shares
have completed investment or capital increasein order to further improve the usage efficiency of the raised
funds the 2nd meeting of the ninth board of directors of the company reviewed and approved the Proposal
on the Company to Use the Surplus Raised Funds to Permanently Supplement the Working Capital and
agreed the company to use the surplus raised funds and interest income from the fund-raising investment
projects to permanently supplement the working capital.Issues or other
conditions found in use
of fund raised and
disclosure
N/A
(3)The changed project of raised proceeds
√Applicable □Not applicable
In 10 thousand Yuan
Project after
changed
Correspondi
ng original
project
Total raised
funds plans
to invested
after
changed (1)
Amount
actually
invested in
the Period
Accumulati
ve funds
actually
invested
ended as the
Period (2)
Investment
program till
the
period-end
(3)=(2)/(1)
Predicted
serviceable
condition
date of
project
Profit
realized in
this year
Reach the
predicted
interest or
not (Y/N)
Project
feasibility
was
changed
hugely or
not after
project
changed
Tellus
Shuibei
Jewelry
Building
Tellus
Shuibei
Jewelry
Building
33097.4 1036.69 27035.94 81.69% 0 N N
Newly
increased
decoration
costs of
Tellus
Shuibei
project
Newly
increased
decoration
costs of
Tellus
Shuibei
project
2799.79 208.33 244.33 8.73% 0 N N
Sichuan
Regional
Jewelry
Channel
Platform
Company
Retail
market of
jewelry
business
Jewelry
e-business
Jewelry
10000 7000 10000 100.00% 308.13 Y N
training
business
Automobile
leasing
business
supporting
the jewelry
market
Total -- 45897.19 8245.02 37280.27 -- -- 308.13 -- --
Explanation on reasons of the changes
decision-making procedures and
information disclosure (explain by
specific project)
1. On 7 April 2017 and 4 May 2017 the Company holding the official 7th meeting of 8th
BOD and AGM of 2016 respectively deliberated and approved the ―Proposal of Canceling
Part of the Fund-Raised Investment Projects‖ that is the jewelry e-business jewelry
training jewelry market matching with the automobile leasing business supporting the
jewelry market are determined to canceled. 2. On 8 May 2017 and 25 May 2017 the
Company holding the 8th extraordinary meeting of 8th BOD and First
Extraordinaryshareholders meeting of 2017 respectively deliberated and approved the
―Proposal of ‖Changed the Fund-Raised Purpose and Investment on Jewelry Channel
Platform Company in Sichuan area‖ that is the Company will contribute fund-raised of
100 million Yuan in the project of Sichuan Regional Jewelry Channel Platform Company
the Company takes 66.67% equity in the above mentioned new company. 3. On 12
December 2017 and 28 December 2017 the Company holding the 13thextraordinary
meeting of 8th BOD and Third Extraordinary Shareholders Meeting of 2017 respectively
deliberated and approved ―Proposal of Change the Projects with Fund-Raised Investment‖
that is the Company will change the fund-raised projects according to actual conditions
increased more investment in Tellus Shuibei Jewelry Buildings and the total fund raised
investment the second capital for decoration will reduce to 27.9979 million Yuan from
former 68.09 million Yuan the 13.93 million Yuan which has no projects occupied the
40.0921 million Yuan reduced from decoration and 16.9519 million Yuan from part of the
interest and financial products will totally (70.974 million Yuan) invested in the follow-up
construction of Tellus Shuibei Jewelry Building the Tellus Shuibei Jewelry Building
project plans to have 330.974 million Yuan from the fund-raised after changed.Particular and reasons of fail to
reached the target advance or
anticipated income (explain by
specific project)
1. Tellus Shuibei Jewelry Building has acceptance completed in August 2018 and officially
put into use.
2. Newly increased decoration costs of Tellus Shuibei project will put into service
according to the progress of the construction
Explanation on major changes on
project feasibility after project
changed
N/A
VI. Sales of major assets and equity
1. Sales of major assets
□Applicable √Not applicable
The Company had no sales of major assets in the reporting period.. Sales of major equity
√Applicable □Not applicable
Counterpart
Equity
sold
Sales
day
Trading
price (10
thousand
Yuan)
Net profit
contributed
by the sold
equity from
period-begin
to date for
sales (in 10
thousand
Yuan)
Impact on the
Company
Ratio of
the net
profit
from
equity
sales in
total net
profit of
the
Company
Pricing principal
Whether it
was a
related
transaction
(Y/N)
Relationship
with the
counterparty
Ownership
transferred
completely
or not
(Y/N)
Implemented on
schedule (Y/N)
explained the
reasons and
countermeasure
for not
completed on
schedule
Disclosure
day
Disclosure index
Shenzhen
Runhe Unite
Investment
Development
Co. Ltd.
43%
equity of
Shenzhen
Xinglong
Machinery
Mould
Co. Ltd.
15
June
2018
The impact on
total profit of
the Company
approximately
amounted as
201.88 million
Yuan
In accordance
with the Assets
Appraisal
Report
(Guozonglian
Ping Bao Zi
920170 No.
3-0083 issued
by
Guozhonglian
Land Real
Estate Assets
N N/A N On schedule
20 June
2018
Notice(No.: 2018-040)
released on Securities
Times Hong Kong
Commercial Daily and
Juchao Website
(www.cninfo.com.cn).
Appraisal Co.
Ltd.- the
enterprise with
qualification of
exercising
securities and
futures
business the
assessment is
adopted
asset-based
approach and
income
approach
VII. 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
name
Type
Main
business
Register
capital
Total assets Net Assets
Operating
revenue
Operating
profit
Net profit
Shenzhen
Auto
Industry and
Trade
Corporation
Subsidiary
Sales of auto
and
accessories
RMB 58.96
million
367507215.
83
329287759.
22
19586969.8
0
75377436.9
8
71806075.5
5
Shenzhen
SDG Huari
Auto
Enterprise
Co. Ltd.
Subsidiary
Auto
maintenance
and
production
and sales of
accessories
USD 5
million
70696317.9
0
27344193.3
4
35692198.1
9
-534194.27
-1539161.4
4
Shenzhen
Zhongtian
Industrial
Co. Ltd.
Subsidiary
Property
rental
RMB
366.2219
million
585058667.
78
367396026.
29
14699530.7
6
-12585880.
50
-12585234.
01
Shenzhen
Huari Toyota
Automobile
Sales Co. Ltd
Subsidiary
Sales of
automobile
RMB 2
million
53804879.5
8
2096342.64
171904862.
83
3492698.33 3501822.26
Shenzhen
Xinyongtong
Auto Vehicle
Inspection
Equipment
Co. Ltd.
Subsidiary
Manufacture
of inspection
equipment
for motor
vehicle
RMB 19.61
million
10916976.2
3
5718773.31 5537122.24 2035621.51 1653222.79
Shenzhen
Tellus
Xinyongtong
Automobile
Development
Co. Ltd
Subsidiary
Inspection
and repair of
motor
vehicle
RMB 32.90
million
74982130.3
4
56389412.6
0
11967233.5
0
5358492.81 4649851.02
Anhui Tellus
Starlight
Subsidiary Jewelry sales
RMB 9.8
million
13367177.6
4
4692436.76
12849125.2
0
-5652305.4
3
-5652295.4
3
Jewelry
Investment
Co. Ltd.
Sichuan
Tellus
Jewelry
Technology
Co. Ltd.
Subsidiary Jewelry sales
RMB 150
million
136409389.
135459429.
90
138377981.
65
6326229.93 4621702.04
Shenzhen
Zungfu
Tellus Auto
Service Co.Ltd
Joint stock
Company
Car sales and
maintenance
RMB 30
million
279725679.
00
114866924.
00
121215935
5.00
29011810.0
0
24539734.0
0
Shenzhen
Dongfeng
Automobile
Co. Ltd.
Joint stock
Company
Manufacture
and
maintenance
of
automobile
RMB 100
million
846048516.
34
405653062.
12
494413981.
09
337282475.
02
274312241.
81
Shenzhen
Tellus Gman
Investment
Co. Ltd.
Joint stock
Company
Investment in
industry
property
management
and leasing
RMB
123.70496
million
392842245.
54
124078027.
19
77472993.9
2
10230461.9
0
11589473.5
5
Particular about subsidiaries obtained or disposed in report period
√Applicable □Not applicable
Name Way to obtained and dispose in the Period
Impact on overall operation and
performance
Shenzhen Xinyongtong Dongxiao Auto.Inspection Co. Ltd.Sold by equity transfer
Achieved transfer investment income of
1072860.12 Yuan
Notes of holding and shareholding companies
The Company‘s shareholding company Shenzhen Dongfeng Motor Co. Ltd. (hereinafter referred to as ―Dongfeng Company‖)
cooperated with Shenzhen Baoli Real Estate Development Co. Ltd. to develop urban renewal projects with the land use rights of its
Longhua factory. After many negotiations and changes to the contract (agreement) the compensation method for the demolition of
Dongfeng Company‘s Longhua factory was finally determined as the monetary compensation for the relocated residential area and
the relocation of commercial real estate (Thearea is 1350 square meters). On December 27 2017 the two parties signed the
Pre-Settlement Agreement for the Longhua Factory Demolition and Reconstruction Cooperative Development Project‖in 2018
Dongfeng Company confirmed the compensation income of 322.68 million Yuan for the relocation of Longhua factory; the Company
confirmed the investment income of 68.57 million Yuan according to the shareholding ratio.
VIII. Structured vehicle controlled by the Company
□Applicable √Not applicable
IX. Future Development Prospects
(I) Industry pattern and development trend
During the reporting period due to the impact of the international and domestic economic situation the domestic
economic growth slowed down and entered a stable range. After going through the bottom shocks in recent years
although the market of jewellery industry was still uncertain due to the overall economic environment in the long
run benefiting from the increase in per capital disposable income of urban residents the increasing millennial
young consumers and emerging middle class group the demand for high-quality consumer demand and the
increase in risk aversion the gold jewelry market has recovered to some extent and the industry has entered a
recovery phase. According to Euromonitor data the market size of China‘s gold and jewellery industry reached
696.5 billion yuan in 2018 a year-on-year increase of 6.72%. Although the growth rate of total retail sales of
consumer goods in 2018 declined the gold jewelry industry is still one of the fastest growing consumer goods
categories. .Under the dual stimulus of domestic tax reduction and encouragement of consumption upgrading policy the
consumer side will gradually become the engine of economic growth. Under the economic new normal
background with the maturity of the market and consumers‘ gradually higher requirements to the product quality
the gold and jewellery companies with brand connotation and high recognition will be increasingly favored by
consumers. The technology overlay of internet + mode internet of things artificial intelligence communication
and other technologies has further promoted the transformation of business ecology and the jewelry industry has
also shifted from the original batch production expansion to the consumer-oriented and omni-channel sales
management. The unceasing overlay and penetration of gold jewelry category and the possibility of multi-scenario
consumption have increased the repurchase rate of products. Low-tier cities have become the main sinking
channels for gold jewelry enterprises in the future the differentiation and upgrading of consumer groups may also
drive the development of the industry. It is foreseeable that in 2019 the gold jewelry consumer market will breed
and give birth to more development opportunities.(II) The company development strategy
Since formulated the strategic plan for transforming into a third-party integrated operation service provider in the
jewelry industry in 2014 Tellus has been steadily pushing forward its strategy in accordance with the established
strategy. Through the implementation of various transformation projects in recent years we have accumulated
practical experience in the jewelry industry and further clarified the path of transformationstrategic layout and
core work content namelytook becoming the most influential third-party integrated operation service provider of
fashion jewelry industry as the company‘s vision; took promoting industry norms reducing industry costs
creating industry value and enhancing industry efficiency as the mission; the strategy implementation path was to
give full play to the advantages of state-owned listed companies based on Shuibei-Buxin physical platform with
internet integrated service platform as the hub with supply chain financial services as a means with innovation
and entrepreneurship platform as a breakthrough with jewelry industry requirements as the goal ploughed into
the upstream midstream and downstream of jewelry industry supply chainopened up the jewellery industry
chain information island formed the effective data cluster of industry chain providedthe industry‘s
comprehensive value-added services and created an O2O vertical ecosystem in the jewelry industry. In the future
the company will actively adopt a variety of innovative models to promote the implementation of the company‘s
transformation strategy.
1. Physical platform
(1) Shuibei Jewelry Industrial Park Project: The physical platform is the core foundation of the company‘s overall
strategy. As of the end of the reporting period the company‘s projects located at the Tellus Gmen Gold Jewelry
Industrial Park included: the phase I project of Tellus ShuibeiJewellery Building built by the company‘s
wholly-owned subsidiary the Shuibei Jinzuo Building project constructed by the joint venture and the Xinglong
Gold and Jewelry Building constructed by the joint stock companies have been completed and put into use; the
phase II project of Tellus Shuibei Jewellery Building is also about to be put into construction. Relying on the
above-mentioned physical platforms the company will give full play to its resource advantages make overall
planning for the business format and innovate the operation and management model provide basic property
services business butler services marketing promotion services talent services financial services testing
packaging catering innovation and entrepreneurship design creativity incubators warehousing gold leasing and
other industries and services supporting value-added contents by grafting ―Jinteli ICON‖ jewelry business butler
services innovation and entrepreneurship platforms central treasury and safe deposit box projects create a
jewelry industry innovation ecosystem and energize the transformation and development of the jewelry industry.
(2) In the structural reform strategy and plan of the jewelry industry supply side in the Shuibei-Buxin area planned
by the Shenzhen Municipal Government and the Luohu District Government Buxin areais planned to be the
jewelry intelligent manufacturing base of Luohu District. The company has a number of properties in the Buxin
industrial zone and is the largest owner of the 04 and 05 subunits of the Buxin urban renewal unit planning
project. The company will actively promote the implementation of the reform project improve the quality of the
company‘s assets and lay a solid foundation for the company‘s strategic transformation under the established
planning scheme of Luohu District.
2. Regional channel platform
In 2017 the company used the raised funds to cooperate with the channel vendors with strong strength in Sichuan
to co-invest and establish Sichuan Tellus Jewelry Technology Co. Ltd. During the reporting period Sichuan
Tellus the first project of the regional channel platform was smoothly launched and the supply chain settlement
supporting service system was officially put into operation the ERP system of the jewelry industry was also put
into trial run a standard business process system conforming to the industry situation was formed through practice
and experience risk management and control was reasonable and effective achieved an annual business income
of 138 million yuan and a total profit of 6.3262 million yuan. In the future Sichuan Tellus will continue to give
full play to its own advantages improve and innovate its own business model create a successful example of
regional channel platform and lay a solid foundation for the replication and expansion of the business model
nationwide.
3. Innovativeand entrepreneurial platform
In order to cultivate the innovativeand entrepreneurial soil for Shenzhen jewelry industry and promote the
transformation and upgrading of Shenzhen jewelry industry Tellus Group plans to invest in the construction of
―Jewelry Industry Innovative and Entrepreneurial Base‖. The project is located on the third floor of the phase I
podium building of Tellus Shuibei Jewelry Building with a construction area of approximately 3500 ㎡. ―Tellus
Innovative and Entrepreneurial Base‖ is the first batch of licensed innovative and entrepreneurial bases in the
jewelry industry in Shenzhen.The innovative and entrepreneurial base will take ―jewelers‖ ―Jinchuang Tellus makers service‖ ―new technology
and new materials R&D platform‖ ―Xinggongchang designer platform‖ and ―jewelry business incubation
platform‖ as five sub-platforms for construction accelerate the space renovation and upgrading ―Xinggongchang‖
innovative and entrepreneurial space jewelry industry financial incubation system new technology and new
materials laboratory jewelry testing platform and other key projects build the entire process incubation
acceleration system for the small and micro enterprises from makers‘ training to entrepreneurship entrepreneurial
support product marketization to the development and listing of small and micro enterprises which provides a
rooted entrepreneurial platform for the makers so as to enhance the entrepreneurial success rate of the jewelry
industry and energize the industry innovation.
4. Jewelry financial service platform
With the full implementation of China‘s Golden Tax Phase III system and the increasing number of listed
companies in the jewelry industry the overall management standardization and compliance of the jewelry industry
is increasing and the entire industry is paying more and more attention to legal compliance operations. Under the
circumstances of this market transformation the credit and capital advantages brought by the company as a
state-owned enterprise and a listed company have become more and more prominent its popularity and industry
status in the jewelry industry has been highlighted and the conditions for establishing a large financial service
platform are maturing day by day. In the future Tellus will give full play to its comprehensive resource
advantages explore and carry out various financial services such as financing guarantee business micro-credit
business factoring and pawn through investment acquisition and other means to provide standardized and fast
financial services to customers nationwide.
5. Internet integrated service platform
The Internet integrated service platform is the main channel for linking the entire Tellus jewelry ecosystem and
the ultimate carrier for data precipitation and also the core platform for gathering resources of the entire industry
chain. By focusing on the resources and data of each business platform Tellus will take the internet integrated
service platform as the hub and plough into the upstream midstream and downstream of the jewelry industry
chain. At the upstream control and hold the internet integrated service platform by the jewellery fund investment
method introduce the channel resources of core brand owners and production wholesalers in the upstream of
Shuibei area physical platform into the internet integrated service platform and realize the integration of upstream
resources. At the midstream make strategic cooperation with important channel providers in each province or
large regions establish regional channel platforms introduce supply chain resources of regional channel providers
and realize the integration of midstream resources. At the downstream introduce the terminal retail store
resources in various regions through value-added services such as financial services and ERP systems and
achieve resource integration of downstream terminals through data management. Each platform section and
service support each other establish and strengthen partnerships and jointly build a third-party service platform
for the jewelry industry create a jewelry industry ecosystem and energize the innovation and development of the
jewelry industry.(III) The company’s 2019 annual business plan
In 2019 the company will seriously implement the ―Double Hundred Actions‖ in strict accordance with the work
deployment of the board of directors ensure the smooth realization of the ―13th Five-Year‖ planning objectives
and strive to advance various tasks.
1. Original main business: On the basis of maintaining the stable scale of car sales and service business actively
explore the new model of incremental business of Huari Company. In the aspect of resource assets business
properly solve the problems left over from history through refined management continue to tap potential and
increase revenue meanwhile innovate the planning type through scientific design transform and upgrade the
original property and improve asset quality and income level. In terms of enterprise management continue to
improve the management level optimize and adjust the enterprise structure maximize the value of the
participating companiesgradually withdraw from the loss-making enterprises according to the planclean up the
zombie enterprises and enhance the enterprise vitality.
2. Transformation business:
(1) Continue to optimize and improve the business model of Sichuan Tellus Company focus on promoting the
supply chain settlement supporting service system and the ERP system in the jewelry industry and increase the
project revenue and profit items.
(2) The key project of physical platform i.e. phase I project of Tellus Shuibei Jewelry Building has been officially
put into operation. The company will take advantage of various resources and actively explore innovative business
models that rely on physical platforms to carry out various value-added services and improve the comprehensive
income of the project.
(3) Actively promote the phase II project of Shuibei Jewelry Building and strive to put it into construction in 2019.
(4) Continue to promote the Tellus jewelry industry mergers and acquisitions fund project actively seek suitable
targets for the company‘s transformation strategy participate in and incubate the high quality projects through
fund investment and mergers and acquisitions and provide rich resources for strategic transformation.
(5) Rapidly promote the implementation of the innovativeand entrepreneurial base project serve the innovative
and entrepreneurial enterprises through innovative value-added service cultivate high-quality innovative
enterprises and inject new vitality into the industry.
3. Management:
(1) Strengthen human resource management optimize performance management and explore long-term incentive
mechanisms.
(2) Strengthen team building enhance the transformation talents construction and promote the overall quality of
human resources.
(3) Do a good job in risk internal control strengthen risk management and control and continue to improve the
system and internal control system.
(4) Thoroughly study and implement the spirit of the ―19th National Congress‖ combine party building work with
the company‘s operation and management continue to carry out the ―two studies and one do‖ and anti-corruption
work implement the targeted poverty alleviation work and bring party building work to practice.
(5) Implement the various tasks of informatization construction and complete the IT system construction of the
projects in Shuibei area and Sichuan Tellus Company in accordance with the overall business plan of the
company.
(6) Pay close attention to safety production implement safety management responsibility system eliminate safety
hazards and ensure safety and no accidents.
(7) Strengthen the construction of corporate culture focus on building a corporate culture atmosphere of striving
to be the striver and promote the healthy development of enterprises.(IV) Possible risks and countermeasures
In the process of strategic transformation and project operation we will objectively and clearly recognize the
possible risks and take active and effective measures to prevent them:
1. Risks caused by fluctuations in the macroeconomic situation
In 2019 affected by the international environmental factors such as Sino-US trade disputes exchange rate
instability and the domestic monetary policy shifting from relatively loose to stable China‘s economy has entered
a speed-shift period and GDP growth has stepped into a stable ―new normal stage‖ the domestic economy is still
facing a slowdown in growth and the risk of increasing industrial restructuring pressure has an uncertain impact
on the overall economic environment and company‘s operating results.In response to this risk the company will actively take various preventive measures. The first is to continue to
strengthen management work hard improve efficiency through scientific management tap potential and increase
revenue and comprehensively improve the profitability of the original business; the second is to firmly promote
the pace of strategic transformation of the company promote the transformation of the project through innovative
business models expand the incremental market expand the scale of business look for new profit growth points
and provide a good foundation for the company‘s long-term stable development.
2. Risks brought about by transforming into new areas
In recent years the company has fully promoted the strategic goal of transforming into a third-party integrated
operation service provider in the jewelry industry and many transformation projects have been implemented and
achieved good results. However in the process of deeply ploughing into the jewelry industry the company has
become more and more aware of the difficulties and risks that may be faced in the transformation to a new
business area. Whether we can realize the innovative integration of the traditional characteristics of the jewelry
industry and the new technology and new model how to meet the ever-changing individualized diversified needs
of emerging consumer groups and how to take the path of innovation and development in the more competitive
industry environment in the market segment are new challenges that the company needs to solve urgently and put
forward higher requirements for the company‘s resource integration capabilities project management capabilities
and professional talent reserves in the layout of business transformation.In response to this risk on the one hand the company will continue to strengthen the transformation conviction
make full demonstration prudently make decisions elaboratemanagement and carry out market-oriented
operationin accordance with the established overall development strategy and business strategy so as to ensure
that the transformation projects achieve good investment returns and actively respond to market competition; on
the other hand the company will steadily promote reform and innovation and take the opportunity of completing
the ―Double Hundred Actions‖ to explore and improve the company‘s long-term incentive mechanism mobilize
the enthusiasm of all employees improve the management level and operational efficiency of enterprises and
effectively enhance the core competitiveness of enterprises.X. Reception of research communication and interview
1. In the report period reception of research communication and interview
□ Applicable √Not applicable
No reception of research communication and interview in the Period
Section V. Important Events
I. Profit distribution plan of common stock and capitalizing of common reserves plan
Formulation Implementation and Adjustment of common stock 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
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
or the Resolution of the General Meeting (Y/N):
Y
Whether the bonus standards and proportion is clear and
well-defined (Y/N):
Y
Whether has a completed relevant decision-making procedures
and mechanism (Y/N):
Y
Whether independent directors fulfill duties and play a due role
(Y/N):
Y
Minority shareholders whether has opportunity of full expression
and appeals the legal interest of the minority are being protected
totally (Y/N):
Y
As for the adjustment and change of cash bonus policy the
condition and procedures whether meets regulations and
transparent (Y/N):
Y
Distribution plan (pre-plan) for common stock dividends capitalization scheme of capital reserve (pre-plan) in latest three years
(including this period)
The parent Company‘s retained profit ended as 2016 was -55254500 Yuan which is no profit distribution and
cash bonus carried out for fails to meet the condition of dividends.
As of December 31 2017 the undistributed profit of the company‘s consolidated statements was RMB
97798595.80 and the undistributed profit of the parent company was RMB -1372862.05. The only subsidiary
that had an impact on the company‘s consolidated undistributed net profit of more than 10% was Shenzhen Auto
Industry and Trade Corporation the main reason why the company had no dividend was because the company‘s
working capital was tight and there was no enough cash to pay dividends. According to Article 7.6.7 of the
―Guidelines for Standardized the Operation of Listed Companies on Main Board of Shenzhen Stock Exchange
(2015 Revised) when a listed company formulates a profit distribution plan it should be based on the profit
available for distribution in the parent company‘s statements. At the same time in order to avoid the situation of
over-allocation the company should determine the specific profit distribution ratio based on the lower profit
available for distribution either in the consolidated statement or in the parent company‘s statement. Because the
undistributed profit of the parent company was negative the company did not distribute profits in 2017 nor
increased the public reserve fund.Profit distribution plan for year of 2018 are:carry out 4.5 additional shares for each 10 shares held by shareholders
are being converted by the capital reserve based on total share capital 297281600 shares on 31
st
December 2018.
totally133776720 shares are converted and the share capital of the Company increased to 431058320 after this
conversion .
Cash dividend of common stock in latest three years (including the reporting period)
In RMB
Year for bonus
shares
Amount for
cash bonus (tax
included)
Net profit
attributable to
common stock
shareholders of
listed company
in
consolidation
statement for
bonus year
Ratio of the
cash bonus in
net profit
attributable to
common stock
shareholders of
listed company
contained in
consolidation
statement
Proportion for
cash bonus by
other ways(i.e.share
buy-backs)
Ratio of the
cash bonus by
other ways in
net profit
attributable to
common stock
shareholders of
listed company
contained in
consolidation
statement
Total cash
bonus
(including
other ways)
Ratio of the
total cash
bonus (other
ways included)
in net profit
attributable to
common stock
shareholders of
listed company
contained in
consolidation
statement
2018 0.00 86924058.72 0.00% 0.00 0.00% 0.00 0.00%
2017 0.00 66862772.68 0.00% 0.00 0.00% 0.00 0.00%
2016 0.00 27193562.63 0.00% 0.00 0.00% 0.00 0.00%
The Company gains profits in reporting period and the retained profit of common stock shareholders provided by parent Company is
positive but no plan of cash dividend proposed of common stock
√Applicable □Not applicable
The reason that why the revenues and profits distributed for
common stock holder from the parent company are positive
during reporting period but the cash bonus distribution plan of
common stock is not proposed
The usage and using plan of undistributed profit
Ended as 31st December 2018 balance of monetary fund of the
parent company amounted as 283.84 million Yuan including
fund-raising 3.3 million Yuan. According to the investment
scheme approximately 307 million Yuan will invest for the
projects in 2019 which has a great gap of fund. The premise of
cash dividend is that the listed company has sufficient capital
and after dividend distribution it will not have a major impact on
the production and operation of the listed company. Therefore
we do not intend to adopt the method of cash dividend.
According to the investment scheme approximately 307 million
Yuan will invest for the projects in 2019
II. 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 (RMB) (Tax
included)
0.00
Shares transferred from every 10 shares (Share) 4.5
Equity base of distribution plan (Share) 297281600
Cash bonus distribution (RMB) (Tax included) 0.00
Cash bonus distribution in other ways (i.e. share
buy-backs) (RMB)
0.00
Total cash bonus (including other ways) (RMB) 0
Distributable profits (RMB) 18545850.31
Ratio of total cash dividend (other ways included)
in total profit distribution
0
Cash dividend
Other
Explanation on profit distribution or capitalizing of capital reserves
In accordance with the Auditing Report 2018 issued by Ruihua Certified Public Accountants (LLP) the net profit attributable to
owners of parent company in consolidate statement for year of 2018 amounted as 86.92 million Yuan and net profit of the parent
company amounted as 20.11 million Yuan. Ended as 31st December 2018 the retained profit of the consolidate statement was
184.54 million Yuan capital reserve was 565.23 million Yuan; and the retained profit of parent company amounted as18.55 million
Yuan capital reserve was 562.03 million Yuan. According to the Guidelines for Standardized the Operation of Listed Companies on
Main Board of Shenzhen Stock Exchange (2015 Revised) article 7.6.7: when formulating profit distribution plans the listed
company shall take the profits available for distribution in the parent company‘s statement as the basis. Meanwhile in order to
avoid the situation of over-distribution the company should determine the specific profit distribution proportion according to the
principle of the lower profit available for distribution in the parent company‘s consolidated statement. In terms of the financial data
the Company shall based on the profit available for distribution in the parent company‘s statement.
Ended as 31st December 2018 balance of monetary fund of the parent company amounted as 283.84 million Yuan including
fund-raising 3.3 million Yuan.According to the investment scheme approximately 307 million Yuan will invest for the projects in
2019 which has a great gap of fund. The premise of cash dividend is that the listed company has sufficient capital and after
dividend distribution it will not have a major impact on the production and operation of the listed company. Therefore we do not
intend to adopt the method of cash dividend. Pursuit to the relevant regulation of Notice on Further Implementing Relevant Matters
of Dividend Distribution of Listed Companies from the CSRC and Article of Association under the premise of guaranteeing the
normal operation and long-term development of the Company with purpose of actively return shareholders the profit distribution
plan for year of 2018 are: carry out 4.5 additional shares for each 10 shares held by shareholders are being converted by the capital
reserve based on total share capital 297281600 shares on 31st December 2018. totally133776720 shares are converted and the
share capital of the Company increased to 431058320 after this conversion. After the above mentioned plan implemented retained
capital reserves of the parent company amounted to 428256131.23 Yuan.III. 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
Commitments Commitment party
Type of
commitments
Content of commitments
Commitment
date
Commitment
term
Implementation
Commitments for share
merger reform
Commitments in report of
acquisition or equity
change
Commitments in assets
reorganization
Commitments make in
initial public offering or
re-financing
Shenzhen Tellus
Holding Co. Ltd.Other
The commitments to the fulfillment of information disclosure about the Company
business development are as follows: except for the information has been
disclosed publicly the Company has not had the disclosed information about asset
acquisition and business development that has not been disclosed within one year.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.
17 October
2014
Long-term Implementing
Equity incentive
commitment
Other commitments for
medium and small
Shenzhen Special
Development
Horizontal
Competition
In order to avoid the horizontal competition the Company‘s controlling
shareholder Shenzhen SDG has issued the ―commitment letter about the
26 May 2014 Long-term Implementing
shareholders Group Co. Ltd.
(SDG)
avoidance of horizontal competition‖ on May 26 2014. The full commitment letter
is as follows: 1. The Company and other enterprises controlled by the Company
except Tellus Group haven‘t occupied in any business that could substantially
compete with the main businesses of Tellus Group and have no horizontal
competition relationship with Tellus Group.Shenzhen Tellus
Holding Co. Ltd.
Dividend
commitment
From 2017 to 2019 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 cash dividend
distributions and the rationality of equity scale and equity structure the Company
can adopt the stock dividend methods to distribute profits. 2. According to the
"Company Law" and other relevant laws and the provisions of the Company‘s
"Articles of Association" 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
4 May 2017
31 December
2019
Implementing
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 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 impact on future financing so as to
make sure the allocation plans meet the overall interests of all shareholders.
Completed on time(Y/N) Y
As for the commitment out
of the commitment time
explain the specific
reasons and further plans
Not applicable
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
IV. 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.V. Explanation from Board of Directors Supervisory Committee and Independent Directors (if applicable) for “Qualified Opinion” that
issued by CPA
□Applicable √Not applicable
VI. Particulars about the changes in aspect of accounting policy estimates and calculation method compared with the financial report of
last year
□Applicable √Not applicable
No accounting policy estimates and calculation method changed in the Period.VII. Major accounting errors within reporting period that needs retrospective restatement
□ Applicable √ Not applicable
No major accounting errors within reporting period that needs retrospective restatement for the Company in the period.VIII. Compare with last year’s financial report; explain changes in consolidation statement’s
scope
√Applicable □Not applicable
Totally 15 enterprises included in consolidate statement for year of 2018 found more in the VIII. Equity in other body carry in the
annotation of financial statement in Auditing Report 2018 released on Juchao Website on the same date. One enterprise decrease in
the consolidate statement by comparing with last year.IX. Appointment and non-reappointment (dismissal) of CPA
Accounting firm appointed
Name of domestic accounting firm Ruihua Certified Public Accountants (LLP)
Remuneration for domestic accounting firm (in 10 thousand
Yuan)
55
Continuous life of auditing service for domestic accounting firm 5
Name of domestic CPA Cai Xiaodong Zhou Xuechun
Continuous life of auditing service for domestic accounting firm 3
Re-appointed accounting firms in this period
□Yes √No
Appointment of internal control auditing accounting firm financial consultant or sponsor
□Applicable √Not applicable
X. Particular about suspended and delisting after annual report disclosed
□Applicable √Not applicable
XI. Bankruptcy reorganization
□ Applicable √ Not applicable
No bankruptcy reorganization for the Company in reporting period
XII. Significant lawsuits and arbitrationof the Company
□Applicable √Not applicable
No significant lawsuits and arbitration occurred in the reporting period.XIII. Penalty and rectification
□ Applicable √ Not applicable
No penalty and rectification for the Company in reporting period.XIV. Integrity of the Company and its controlling shareholders and actual controllers
√Applicable □ Not applicable
During the reporting period the Company and the controlling shareholders and the actual controllers have had
good reputation and there is no large amount due un-liquidated debt sentenced by the court.XV. 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.XVI. Major related transaction
1. Related transaction with routine operation concerned
√Applicable □Not applicable
Related party Relationship
Type of
related
transaction
Content of
related
transaction
Pricing
principle
Related
transaction
price
Related
transaction
amount (in
10 thousand
Yuan)
Proportion
in similar
transactions
Trading
limit
approved (in
10 thousand
Yuan)
Whether
over the
approved
limited or
not (Y/N)
Clearing
form for
related
transaction
Available
similar
market price
Date of
disclosure
Index of
disclosure
Shenzhen
Zungfu Tellus
Auto Service
Co. Ltd
Director
supervisor
and senior
executives
of the
Company
serves
director of
the
enterprise
Routine
related
transaction
Offering
property
renal
Reference
market
pricing
530 530 5.66% 530 N
Agreed by
contract or
agreement
530 3 April 2018
Notice No.:
on
Securities
Times
Hong Kong
Commercia
l Daily and
Juchao
Website
(www.cninf
o.com.cn)
Shenzhen SDG
Tellus Property
Management
Subsidiary
of the
controlling
Routine
related
transaction
Accept
property
management
Reference
market
pricing
751.18 751.18 18.42% 660 Y
Agreed by
contract or
agreement
751.18 3 April 2018
Notice No.:
on
Co. Ltd. shareholder services Securities
Times
Hong Kong
Commercia
l Daily and
Juchao
Website
(www.cninf
o.com.cn)
Shenzhen SDG
Tellus Property
Management
Co. Ltd.
Subsidiary
of the
controlling
shareholder
Routine
related
transaction
Offering
property
renal
Reference
market
pricing
10.04 10.04 0.11% 0 Y
Agreed by
contract or
agreement
10.04
Shenzhen SDG
Petty Loan
Co. Ltd.
Subsidiary
of the
controlling
shareholder
Routine
related
transaction
Offering
property
renal and
management
service
Reference
market
pricing
8.73 8.73 0.09% 0 Y
Agreed by
contract or
agreement
8.73
Total -- -- 1299.95 -- 1190 -- -- -- -- --
Detail of sales return with major amount involved N/A
Report the actual implementation of the daily related
transactions which were projected about their total
amount by types during the reporting period (if
applicable)
Performing normally
Reasons for major differences between trading price and
market reference price
Not applicable
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.. Contact of related credit and debt
√Applicable □Not applicable
Whether the Company had non-operating contact of related credit and debt
√ Yes □ No
Debts payable to related party
Related party Relationship Causes
Balance at
period-begin
(10 thousand
Yuan)
Current
newly added
(10 thousand
Yuan)
Current
recovery
(10 thousand
Yuan)
Interest rate
Current
interest
(10 thousand
Yuan)
Balance at
period-end
(10 thousand
Yuan)
Shenzhen
Special
Development
Group Co.Ltd. (SDG)
Controlling
shareholders
Intercourse
funds and
loan interest
3244 36 1561 36 1719
Shenzhen
Special
Development
Group Co.Ltd. (SDG)
Controlling
shareholders
Loan
principal for
the Tellus
Group and
Hurari
Company
1868 1279 589
5. Other related transactions
□Applicable √Not applicable
Nil
XVII. 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
(1) Guarantees
In 10 thousand Yuan
Particulars about the external guarantee of the Company and its subsidiary (Barring the guarantee for subsidiaries)
Name of the
Company
guaranteed
Related
Announcem
ent
disclosure
date
Guarantee
limit
Actual date
of
happening
Actual
guarantee
limit
Guarantee
type
Guarantee term
Implemen
ted (Y/N)
Guarante
e for
related
party
(Y/N)
Shenzhen
Zungfu Tellus
Auto Service
Co. Ltd
30 Sept.
2014
3500 17 Apr. 2007 3500 Pledged
To the expire date of joint
venture contract
N Y
Shenzhen
Xinglong
Machinery
Mould Co.Ltd.
28 Dec.
2018
28000 28000 Pledged
Xinglong Company should
re-sign the mortgage contract
with the China Construction
Bank and complete the
procedures of mortgaging all
theproperties (hereafter
referred to as ―new
collateral‖) on the land
certificate to China
Construction Bank within 60
working days after the
release of the land use right
certificate (Shenfangdizi No.
2000599154) of land parcel
number H309-0024(1). After
the China Construction
Bankobtained the mortgage
of the new collateral the
Stock Equity Pledge Contract
(Gujie 2016 Fang 45605
N Y
Futian-1) was lifted and
China Construction Bank
released the stock equity
under the contract and write
off the relevant pledge
registration.Total approving external guarantee
in report period (A1)
28000
Total actual occurred
external guarantee in
report period (A2)
31500
Total approved external guarantee
at the end of report period ( A3)
31500
Total actual balance of
external guarantee at the
end of report period
(A4)
31500
Guarantee of the Company for subsidiaries
Name of the Company
guaranteed
Related
Announce
ment
disclosure
date
Guarantee
limit
Actual date of
happening
Actual
guarantee
limit
Guarantee
type
Guarantee
term
Implemen
ted (Y/N)
Guarante
e for
related
party
(Y/N)
Shenzhen Zhongtian
Industrial Co. Ltd.
7 May
2014
30000 24 June 2014 30000
Joint liability
guaranty
24 June 2014
to 23 June
2024
N Y
Total amount of approving
guarantee for subsidiaries in report
period (B1)
0
Total amount of actual
occurred guarantee for
subsidiaries in report period
(B2)
30000
Total amount of approved
guarantee for subsidiaries at the
end of reporting period (B3)
30000
Total balance of actual
guarantee for subsidiaries at
the end of reporting period
(B4)
30000
Guarantee of the subsidiaries for subsidiaries
Name of the Company
guaranteed
Related
Announce
ment
disclosure
date
Guarantee
limit
Actual date of
happening
Actual
guarantee
limit
Guarantee
type
Guarantee
term
Implemen
ted (Y/N)
Guarante
e for
related
party
(Y/N)
Total amount of approving
guarantee for subsidiaries in report
period (C1)
0
Total amount of actual
occurred guarantee for
subsidiaries in report period
(C2)
0
Total amount of approved
guarantee for subsidiaries at the
0
Total balance of actual
guarantee for subsidiaries at
0
end of reporting period (C3) the end of reporting period
(C4)
Total amount of guarantee of the Company (total of three abovementioned guarantee)
Total amount of approving
guarantee in report period
(A1+B1+C1)
28000
Total amount of actual
occurred guarantee in report
period (A2+B2+C2)
61500
Total amount of approved
guarantee at the end of report
period (A3+B3+C3)
61500
Total balance of actual
guarantee at the end of
report period (A4+B4+C4)
61500
The proportion of the total amount of actually guarantee in the net
assets of the Company (that is A4+ B4+C4)
58.56%
Including:
Amount of guarantee for shareholders actual controller and its
related parties (D)
0
The debts guarantee amount provided for the guaranteed parties
whose assets-liability ratio exceed 70% directly or indirectly (E)
28000
Proportion of total amount of guarantee in net assets of the
Company exceed 50% (F)
0
Total amount of the aforesaid three guarantees (D+E+F) 28000
Explanations on possibly bearing joint and several liquidating
responsibilities for undue guarantees (if applicable)
N/A
Explanations on external guarantee against regulated procedures
(if applicable)
N/A
Explanation on guarantee with composite way
(2) Guarantee outside against the regulation
□Applicable √Not applicable
No guarantee outside against the regulation in Period.
3. Entrust others to cash asset management
(1) Trust financing
√Applicable □Not applicable
Trust financing in the reporting period
In 10 thousand Yuan
Type Capital resources Amount for entrust Balance un-expired Overdue amount
Bank financing product Idle raised funds 4000 0 0
Bank financing product Own funds 15920 33040 0
Total 19920 33040 0
Details of the single major amount or high-risk trust investment with low security poor fluidity and non-guaranteed
□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 material contracts
□ Applicable √ Not applicable
No other material contracts for the Company in reporting period
XVIII. Social responsibility
1. Fulfill social responsibility
The Company has always taken the shareholders‘ return employees‘ achievements and social feedback as its own
duty. We adheres to the principle of fairness and actively safeguards the legitimate rights and interests of
shareholders; actively advocates achieving the self-worth while realizing the enterprise value and creates a
working environment that the enterprise cares for employees and employees love the enterprise so as to have a
harmoniousdevelopment together; actively returns to the society and the public and commits itself to achieve the
harmonious and sustainable development of the Company and society.
2. Performance of taking targeted measures in poverty alleviation
(1) Targeted measures in poverty alleviation
During the period the Company participates in the targeted measures in poverty alleviation for Libai Village
Shangguang Town Dongyuan County Heyuan City Guangdong Province.
(2) Annual poverty alleviation in the Year
The Company is concerned about the mountainous areas takes the initiative to assume social responsibilities for
poverty alleviation. According to the arrangement the Company is responsible for thehard bottoming and widening
of village roads and thehard bottoming of roads for transporting of Li Bai village. The project has begun on
December 29 2017 currently the project has completed. After the project is completed it will greatly facilitate the
production and transportation of Li Bai villagers and the ―difficulties in roads‖ that have plagued the villagers for
many years will be thoroughly resolved.(3) Results of targeted poverty alleviation
Target Measurement unit Numbers/ implementation
i. Overall —— ——
ii. Invested by specific project —— ——
1. Industrial development poverty —— ——
2. Transfer employment —— ——
3.Relocation the poor —— ——
4.Education poverty —— ——
5.Health poverty alleviation —— ——
6.Ecological protection and poverty
alleviation
—— ——
7.Fallback protection —— ——
8.Social poverty alleviation —— ——
9. Other —— ——
iii. Awards (content and grade) —— ——
(4) Follow-up of targeted poverty alleviation
Expansion and repair the road in Li Bai village
3. Environmental protection
The listed Company and its subsidiary whether belongs to the key sewage units released from environmental protection department
No
No
XIX. Explanation on other significant events
□ Applicable √ Not applicable
The Company had no explanation on other significant events in the reporting period.XX. Significant event of subsidiary of the Company
□Applicable √Not applicable
Section VI. Changes in Shares and Particulars about Shareholders
I. Changes in Share Capital
1. Changes in Share Capital
In Share
Before change Increase/decrease in this time (+ - ) After change
Amount Ratio
New
shares
issued
Bonus
share
Capitaliza
tion of
public
reserve
Other Subtotal Amount Ratio
I. Restricted shares
7700000
0
25.90% 0 0 0
-770000
00
-770000
00
0 0.00%
1. State holding 0 0.00% 0 0 0 0 0 0 0.00%
2. State-owned corporation
shares
6000000 2.02% 0 0 0
-600000
0
-600000
0
0 0.00%
3. Other domestic shares
7100000
0
23.88% 0 0 0
-710000
00
-710000
00
0 0.00%
Including: domestic legal
person‘s shares
7100000
0
23.88% 0 0 0
-710000
00
-710000
00
0 0.00%
Domestic natural
person‘s shares
0 0.00% 0 0 0 0 0 0 0.00%
4. Foreigner‘s shares 0 0.00% 0 0 0 0 0 0 0.00%
Including: foreign
corporation shares
0 0.00% 0 0 0 0 0 0 0.00%
Foreign natural
person‘s shares
0 0.00% 0 0 0 0 0 0 0.00%
II. Un-restricted shares
2202816
00
74.10% 0 0 0
7700000
0
7700000
0
2972816
00
100.00%
1. RMB ordinary shares
1938816
00
65.22% 0 0 0
7700000
0
7700000
0
2708816
00
91.12%
2. Domestically listed foreign
shares
2640000
0
8.88% 0 0 0 0 0
2640000
0
8.88%
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
2972816
00
100.00% 0 0 0 0 0
2972816
00
100.00%
Reasons for share changed
√Applicable □Not applicable
In March 2015 the company issued a total of 77000000 shares to two specific investors via non-public offering and the issued
shares were listed on the Shenzhen Stock Exchange on March 27 2015. According to the Administrative Measures on the Securities
Issuance of Listed Companies and other relevant regulations the non-publicly issued A-shares were locked during the restricted
period. In this non-public offering of shares the restricted period of 77000000 shares subscribed by the two subscribers was 36
months from the date of listing (March 27 2015). During the reporting period the restricted period of the company‘s non-public
offering of stocks expired and was listed and circulated on April 19 2018.
Approval of share changed
√Applicable □Not applicable
On April 11 2018 the company submitted an application for the listing and circulatng of restricted shares toChina Securities
Depository and Clearing Corporation LimitedShenzhen Branch and the Shenzhen Stock Exchange China Securities Depository and
Clearing Corporation Limited issued the Stock Change RegistrationConfirmation on April 18 2018. According to the Stock Change
RegistrationConfirmation CSDC would officially complete the change registration of lifting the restriction on restricted shares after
the market closing on April 18 2018. On April 19 2018 after being approved by the Shenzhen Stock Exchange the company
disclosed the Prompt Announcement on Lifting the Restriction on the Non-public Offering of Shares‖ at www.cninfo.com.cn.Ownership transfer of share changes
□Applicable √Not applicable
Progress of shares buy-back
□Applicable √Not applicable
Implementation progress of the reduction of repurchases shares by centralized bidding
□Applicable √Not applicable
Influence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to common
shareholders of Company in latest year and period
□Applicable √Not applicable
Other information necessary to disclose for the Company or need to disclosed under requirement from security regulators
□Applicable √Not applicable
2. Changes of restricted shares
√Applicable □Not applicable
In Share
Shareholders
Opening shares
restricted
Shares released
in Period
Restricted
Shares
Increased
In
the
Period
Ending shares
restricted
Restricted
reasons
Date for released
Shenzhen Special
Development
Group Co. Ltd.
6000000 6000000 0 0
Upon
Expiration of the
restriction on
shares issued by
the Company
non-publicly
the shares shall
be lifted
19 April 2018
Shenzhen Capital
Fortune Jewelry
Industry
Investment
Enterprise (LP)
71000000 71000000 0 0
Upon
Expiration of the
restriction on
shares issued by
the Company
non-publicly
the shares shall
be lifted
19 April 2018
Total 77000000 77000000 0 0 -- --
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 common
stock
shareholders in
reporting
period-end
52687
Total common
stock
shareholders at
end of last month
before annual
report disclosed
51676
Total preference
shareholders with
voting rights
recovered at end of
reporting period (if
applicable) (found
in note8)
0
Total preference
shareholders
with voting
rights recovered
at end of last
month before
annual report
disclosed (if
applicable)
(found in note8)
0
Particulars about shares held above 5% by shareholders or top ten shareholders
Full name of
Shareholders
Nature of
shareholder
Proportio
n of
shares
held
Total
sharehold
ers at
the end of
report
period
Changes
in report
period
Amount
of
restricted
shares
held
Amount
of
un-restrict
ed shares
held
Number of share pledged/frozen
State of share Amount
Shenzhen Special
Development
Group Co. Ltd.
(SDG)
State-owned
corporation
49.09%
1459252
56
0 0
1459252
56
0
Shenzhen Capital
Fortune Jewelry
Industry
Investment
Enterprise (LP)
Domestic non
state-owned
corporate
21.87%
6500160
0
-599840
0
0
6500160
0
0
GUOTAI JUNAN
SECURITIES(HO
NGKONG)
LIMITED
Foreign
corporation
0.40% 1197304 -900 0 1197304 0
Agricultural Bank
of China Ltd. –
CSI 500 ETF
Other 0.26% 778841 542741 0 778841 0
Li Guangxin Domestic nature 0.26% 761161 0 0 761161 0
person
Zhong Yujian
Domestic nature
person
0.11% 312392 312392 0 312392 0
He Xing
Domestic nature
person
0.10% 300100 0 0 300100 0
Huang Chuyun
Domestic nature
person
0.09% 266500 0 0 266500 0
Ding Bingfang
Foreign nature
person
0.09% 265600 265600 0 265600 0
Feng Weiyong
Domestic nature
person
0.08% 226200 77900 0 226200
Strategy investors or general
corporation comes top 10 shareholders
due to rights issue (if applicable) (see
note3)
Not applicable
Explanation on associated relationship
among the top ten shareholders or
consistent action
Among the top ten shareholders there exists no associated relationship between the
state-owned legal person‘s shareholders SDG Ltd and other shareholders and they do not
belong to the persons acting in concert regulated by the Management Measure of
Information Disclosure on Change of Shareholding for Listed Companies. For the other
shareholders of circulation share the Company is unknown whether they belong to the
persons acting in concert.Particular about top ten shareholders with un-restrict shares held
Shareholders‘ name Amount of un-restrict shares held at Period-end
Type of shares
Type Amount
Shenzhen Special Development Group
Co. Ltd.
145925256
RMB ordinary
shares
145925256
Shenzhen Capital Fortune Jewelry
Industry Investment Enterprise (LP)
65001600
RMB ordinary
shares
65001600
GUOTAI JUNAN
SECURITIES(HONGKONG)
LIMITED
1197304
Domestically
listed foreign
shares
1197304
Agricultural Bank of China Ltd. – CSI
500 ETF
778841
RMB ordinary
shares
778841
Li Guangxin 761161
Domestically
listed foreign
shares
761161
Zhong Yujian 312392 RMB ordinary 312392
shares
He Xing 300100
Domestically
listed foreign
shares
300100
Huang Chuyun 266500
Domestically
listed foreign
shares
266500
Ding Bingfang 265600
RMB ordinary
shares
265600
Feng Weiyong 226200
RMB ordinary
shares
226200
Expiation on associated relationship or
consistent actors within the top 10
un-restrict shareholders and between
top 10 un-restrict shareholders and top
10 shareholders
Among the top ten shareholders there exists no associated relationship between the
state-owned legal person‘s shareholders SDG Ltd and other shareholders and they do not
belong to the persons acting in concert regulated by the Management Measure of
Information Disclosure on Change of Shareholding for Listed Companies. For the other
shareholders of circulation share the Company is unknown whether they belong to the
persons acting in concert.
Explanation on shareholders involving
margin business about top ten common
shareholders with un-restrict shares
held(if applicable) (see note4)
N/A
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
Majority shareholder
Legal person/person
in charge of the unit
Date of foundation Organization code Main operation business
Shenzhen Special
Development Group
Co. Ltd.
Zhang Junlin 20 June 1982
91440300192194195
C
Investment in industry (specific item
should be declaration); investment in
tourism industry; development and
operation of the real estate; domestic
business material supply and
marketing industry (excluding
monopolized commodity and
commodity under special
government control); economic
information(excluding restricted
projects); import & export business
Equity of listed
Company in and out
of China control and
hold by the majority
shareholder in the
Period
Except the shares of the Company held by SDG SDG still holds253.93529 million shares of Shenzhen
SDG Information Co. Ltd. (Stock name: SDGI Stock code: 000070) a 40.5% takes; holds7985809 shares
of Sichuan Jinlu Group Co. Ltd. (Stock name: Jinlu Group Stock code: 000510) a 1.31% takes; and
9135174 shares of Huatai Securities Co. Ltd. (Stock name: Huatai Securities Stock code:601688) with
0.13% takes.
Changes of controlling shareholders in reporting period
□ Applicable √ Not applicable
The Company had no changes of controlling shareholders in reporting period
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
Actual controlling shareholders
Legal
person/person in
charge of the unit
Date of foundation Organization code Main operation business
Shenzhen Municipal People‘s
Government State-owned
Assets Supervision and
Administration Commission
Peng Haibin 20 July 2003 K31728067 Not applicable
Equity of domestic/oversea
listed Company control by
actual controller in report period
Not applicable
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
4. Particulars about other legal person shareholders with over 10% shares held
√Applicable □Not applicable
Corporate shareholders
Legal rep./person in
charge of unit
Date of
foundation
Register capital
Main business or
management activity
Shenzhen Capital Fortune Jewelry
Industry Investment Enterprise
(LP)
Cheng Houbo 18 April 2014 620 million Yuan Equity investment
5. Limitation and reducing the holdings of shares of controlling shareholders actual controllers
restructuring side and other commitment subjects
□Applicable √Not applicable
Section VII. Preferred Stock
□ Applicable √ Not applicable
The Company had no preferred stock in the Period.Section VIII. Particulars about Directors Supervisors Senior
Executives and Employees
I. Changes of shares held by directors supervisors and senior executives
Name
Title
Working
status
Sex Age
Start
dated of
office
term
End date
of office
term
Shares
held at
period-be
gin
(Share)
Amount
of shares
increased
in this
period
(Share)
Amount
of shares
decreased
in this
period
(Share)
Other
changes
(share)
Shares
held at
period-en
d
(Share)
Fu
Chunlong
Chairman
Currently
in office
M 46
7 Sept.
2018
6 Sept.
2021
0 0 0 0 0
Yu Lei Director
Currently
in office
F 51
6 June
2012
6 Sept.
2021
0 0 0 0 0
Zhang
Quanxun
Director
Currently
in office
M 46
20 May
2015
6 Sept.
2021
0 0 0 0 0
Gu
Zhiming
Director
Currently
in office
M 48
7 Sept.
2018
6 Sept.
2021
0 0 0 0 0
Lv Hang
Director
GM
Currently
in office
M 58
7 Sept.
2018
6 Sept.
2021
0 0 0 0 0
Lou Hong Director
Currently
in office
F 51
9 Feb.
2018
6 Sept.
2021
0 0 0 0 0
Lou Hong CFO
Currently
in office
F 51
4 Jan.
2018
6 Sept.
2021
0 0 0 0 0
Hu
Yuming
Independ
ent
director
Currently
in office
M 54
7 Sept.
2018
6 Sept.
2021
0 0 0 0 0
Jiang
Dinghang
Independ
ent
director
Currently
in office
M 56
7 Sept.
2018
6 Sept.
2021
0 0 0 0 0
Zhang
Dong
Independ
ent
director
Currently
in office
M 45
7 Sept.
2018
6 Sept.
2021
0 0 0 0 0
Guo
Xiaodong
Chairman
of the
Superviso
ry
Committe
e
Currently
in office
M 55
7 Sept.
2018
6 Sept.
2021
0 0 0 0 0
Chen
Yangshen
g
Superviso
r
Currently
in office
M 56
4 May
2017
6 Sept.
2021
0 0 0 0 0
Yang
Jianping
Superviso
r
Currently
in office
F 47
7 Sept.
2018
6 Sept.
2021
0 0 0 0 0
Liu
Haicheng
Superviso
r
Currently
in office
F 50
7 Sept.
2018
6 Sept.
2021
0 0 0 0 0
Zhang
Zheng
Superviso
r
Currently
in office
M 35
7 Sept.
2018
6 Sept.
2021
0 0 0 0 0
Feng Yu
Deputy
GM
Currently
in office
M 52
17 June
2006
6 Sept.
2021
0 0 0 0 0
Xie Jing
Deputy
GM
Currently
in office
M 54
25 Oct.
2018
6 Sept.
2021
0 0 0 0 0
Qi Peng
Secretary
of the
Board
Currently
in office
M 46
28 Dec.
2015
6 Sept.
2021
0 0 0 0 0
Lv Hang
Chairman
Leave the
office
M 58
20 May
2015
7 Sept.
2018
0 0 0 0 0
Chen
Gengsen
Director
Leave the
office
M 47
20 May
2015
7 Sept.
2018
0 0 0 0 0
Ding Hui
Director
GM
Leave the
office
M 46
20 May
2015
7 Sept.
2018
0 0 0 0 0
Wei
Shaohui
Independ
ent
director
Leave the
office
M 47
20 May
2015
7 Sept.
2018
0 0 0 0 0
Ji Huibin
Independ
ent
director
Leave the
office
M 49
20 May
2015
7 Sept.
2018
0 0 0 0 0
Li
Xiangjun
Independ
ent
director
Leave the
office
M 57
20 May
2015
7 Sept.
2018
0 0 0 0 0
Chen Hua
Chairman
of the
Supervios
ry
Committe
e
Leave the
office
F 55
20 May
2015
7 Sept.
2018
0 0 0 0 0
Fu
Chunlong
Superviso
r
Leave the
office
M 46
20 May
2015
7 Sept.
2018
0 0 0 0 0
Li
Yudong
Superviso
r
Leave the
office
F 53
20 Dec.
2017
7 Sept.
2018
0 0 0 0 0
Wang Bei
Superviso
r
Leave the
office
F 38
20 Dec.
2017
7 Sept.
2018
0 0 0 0 0
Ren
Yongjian
Deputy
GM
Leave the
office
M 56
20 May
2015
7 Sept.
2018
0 0 0 0 0
Li Ming
Deputy
GM
Leave the
office
M 57
20 May
2015
7 Sept.
2018
0 0 0 0 0
Total -- -- -- -- -- -- 0 0 0 0 0
II. Changes of directors supervisors and senior executives
√Applicable □Not applicable
Name Title Type Date Reasons
Fu Chunlong Chairman
Dismiss &
appoint
7 Sept. 2018 General election
Yu Lei Director
Dismiss &
appoint
7 Sept. 2018 General election
Zhang Quanxun Director
Dismiss &
appoint
7 Sept. 2018 General election
Gu Zhiming Director
Dismiss &
appoint
7 Sept. 2018 General election
Lv Hang Director GM
Dismiss &
appoint
7 Sept. 2018 General election
Lou Hong Director CFO
Dismiss &
appoint
7 Sept. 2018 General election
Hu Yuming
Independent
director
Dismiss &
appoint
7 Sept. 2018 General election
Jiang Dinghang Independent Dismiss & 7 Sept. 2018 General election
director appoint
Zhang Dong
Independent
director
Dismiss &
appoint
7 Sept. 2018 General election
Guo Xiaodong
Chairman of the
Supervisory
Committee
Dismiss &
appoint
7 Sept. 2018 General election
Chen Yangsheng Supervisor
Dismiss &
appoint
7 Sept. 2018 General election
Yang Jianping Supervisor
Dismiss &
appoint
7 Sept. 2018 General election
Liu Haicheng Supervisor
Dismiss &
appoint
7 Sept. 2018 General election
Zhang Zheng Supervisor
Dismiss &
appoint
7 Sept. 2018 General election
Feng Yu Deputy GM
Dismiss &
appoint
25 Oct. 2018 General election
Xie Jing Deputy GM
Dismiss &
appoint
25 Oct. 2018 General election
Qi Peng
Secretary of the
Board
Dismiss &
appoint
25 Oct. 2018 General election
Lv Hang Chairman
Leave the office
while office term
ends
7 Sept. 2018 General election
Chen Gengsen Director
Leave the office
while office term
ends
7 Sept. 2018 General election
Ding Hui Director GM
Leave the office
while office term
ends
7 Sept. 2018 General election
Wei Shaohui
Independent
director
Leave the office
while office term
ends
7 Sept. 2018 General election
Ji Huibin
Independent
director
Leave the office
while office term
ends
7 Sept. 2018 General election
Li Xiangjun
Independent
director
Leave the office
while office term
7 Sept. 2018 General election
ends
Chen Hua
Chairman of the
Supervisory
Committee
Leave the office
while office term
ends
7 Sept. 2018 General election
Fu Chunlong Supervisor
Leave the office
while office term
ends
7 Sept. 2018 General election
Li Yudong Supervisor
Leave the office
while office term
ends
7 Sept. 2018 General election
Wang Bei Supervisor
Leave the office
while office term
ends
7 Sept. 2018 General election
Ren Yongjian Deputy GM
Leave the office
while office term
ends
7 Sept. 2018 General election
Li Ming Deputy GM
Leave the office
while office term
ends
7 Sept. 2018 General election
III. 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
Fu Chunlong
Born in 1973 Master degree senior human resources manager. He ever took theDeputy Team Leader in Work Team
of Shenzhen SDG Huatong Packaging Co. Ltd. Business Deputy General Manager /GM and deputy
director/director of HR Department of Shenzhen SDG Co. Ltd. and supervisor of the Company. Now he is Deputy
GM of Shenzhen SDG Co. Ltd- controlling shareholder of the Company and Supervisor of Shenzhen State-Owned
Dutyfree Commodity (Group) Co. Ltd and Chairman of the Company
Yu Lei
Born in 1968 Master degree a certified real estate appraiser and real estate economist. She successively served as
secretary of the international project cooperation department of Beijing Chaoyan Vocation Education Training
Center deputy chief chief and deputy director of Luohu Branch the Bureau of Planning and Land of Shenzhen
Municipality the deputy director and director of State-owned Assets Supervision and Administration Commission of
the People‘s Government of Shenzhen Municipality. Now she serves as deputy GM of the controlling shareholder of
the Company- SDG and Director of the Company
Zhang Quanxun
Born in 1973 Master degree he successively served as auditor and project manager in auditing department of
Shenzhen Zhixing CPA Office; the GM assistant of Xiamen Xingdao Feilu Investment Co. Ltd. secretary of the
Board GM assistant and staff director of Fujian Logistics Investment Financing Co. Ltd.; deputy director of Xiamen
Productivity Promotion Center; director of the plastic business department and strategy development department of
Shenzhen Tongchan Package Group and the director of strategy research and merger department of SZ Capital. Now
he serves as deputy president and member of the investment committee of Shenzhen Capital Fortune Investment
Management Co. Ltd. and Director of the Company
Gu Zhiming
Born in 1971 a senior gold investment analyst. He successively serves as the staff of business dept. in Guilin Wan
Ya Jewelry Co. Ltd. business director of Shenzhen Chenzhixin Jewelry Co. Ltd. the business director of the
business division of Luk Fook Holdings (International) GM of Shenzhen Jing Long Jewelry Co. Ltd. and COO of
the Shenzhen XINGGUANGDA Jewelry Co. Ltd. No he serves as the deputy GM of the Shenzhen Yue Peng Jin
Jewelry Co. Ltd. and Director of the Company.Lv Hang
Born in 1961 Master degree a senior political division. He successively served as lecturer and secretary of the
principal of Shenzhen University; the business manager deputy director and director of the office of the Party Dept.of Shenzhen SDG; chairman and GM of Shenzhen SDG Xiaomeisha Tourism Center;Director and GM of Shenzhen
Tellus Holding Co. Ltd; GM of Shenzhen SDG Property Management Co. Ltd and chairman of the Company etc.Lou Hong
Born in 1968 a Bachelor degree and senior account. Used to worked as staff of the financial dept. in Suzhou Silk
Industry Company and in Shenzhen Southeast Silk Co. Ltd.; staff of the accounting & financial dept. of Shenzhen
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 the deputy director of the
planning financial dept. Of Shenzhen SDG and Director and CFO of the Shenzhen SDG Xiaomeisha Investment
Development Co. Ltd. Currently works as the Director and CFO of the Company.
Hu Yuming
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
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
Jiang Dinghang
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
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.
Zhang Dong
Born in 1974 a doctoral candidate postdoctoral economics and senior gold investment analyst. He successively
served asDeputy 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 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 executive director of Shenzhen Yongtian Shengdao Investment
Development Co. Ltd and Independent director of the Company.
Guo Xiaodong
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
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 SD Xiaomeisha Tourism Development Co. Ltd. Now he serves as Chairman of Supervisory Committee of
the Company
Chen Yangsheng
Born in 1963 a postgraduate and senior accountant. He ever served as deputy director/director of the financial dept.
in Shenzhen Industrial Products Trade Group Company; deputy director/director/CFO of the financial dept. in
Shenzhen Aokangde Group Company; director and CFO of Shenzhen State-owned Duty-Free Commodity (Group)
Company; director and CFO of Shenzhen Agricultural Products Co. Ltd. and supervisor of Shenzhen Tagen Group
Co. Ltd.; now he serves as director and CFO of Shenzhen SDG Co. Ltd-controlling shareholder of the Company
and Supervisor of the Company.Yang Jianping
Born in 1972 a postgraduate and certified public accountant. He ever served as Business manager of accounting and
finance department of SDGI financial manager of Taike Branch financial manager of Guanglan Branch deputy
manager and manager of the accounting & finance dept; Director and CFO of Shenzhen Tellus Holding Co. Ltd.Now he serves as director of the accounting & finance dept of SDG-controlling shareholder of the Company and
Supervisor of the Company
Liu Haicheng
Born in 1969 a postgraduate and certified public accountant. She ever served as staff of design dept. of Dongfeng
Auto Wheel Co. Ltd. staff of technical dept. of Shenzhen Dongfeng Motor Co. Ltd. staff of the secretariat of
Shenzhen Automobile Association operations dept. staff of the automobile division of the Company staff of
enterprise management dept. and deputy manager of the Company. Now she serves as manager of the enterprise
management dept. and supervisor of the Company
Zhang Zheng
Born in 1984 a Bachelor degree. He successively served as senior auditor of Shenzhen Branch of Shenzhen
Zhongqin Wanxin Accountant Affairs the financing 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 supervisor of the Company
Feng Yu
Born in 1967 bachelor‘s degree. He ever took the deputy director of Haicheng Foreign Economic and Trade
Commission of Liaoning Province director of liaison department of Youth President Committee of State-owned
Assets Administration Deputy GM of Shenzhen Xianke Real-estate Co. Ltd. Manager of Investment Department of
China Sports Group Industry Co. Ltd.; Deputy director and Director to the Office of General Manger of Shenzhen
SDG Co. Ltd; and Supervisor of the Company. Now he acts as Deputy General Manager of the Company
Xie Jing
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
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.Qi Peng
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 assecretary 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
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 serves as secretary of the board of the
Company
Post-holding in shareholder‘s unit
√Applicable □Not applicable
Name Name of shareholder‘s unit
Position in
shareholder‘s
unit n
Start dated of
office term
End date of
office term
Received
remuneration from
shareholder‘s unit
(Y/N)
Fu Chunlong Shenzhen SDG Co. Ltd. Deputy GM Dec. 2017 Y
Yu Lei Shenzhen SDG Co. Ltd. Deputy GM Aug. 2011 Y
Chen
Yangsheng
Shenzhen SDG Co. Ltd. CFO Dec. 2016 Y
Yang Jianping Shenzhen SDG Co. Ltd.
Director of
planning&
finance dept.Jan. 2018 Y
Post-holding in other unit
√Applicable □Not applicable
Name Name of other units
Position in
other unit n
Start dated of
office term
End date of office
term
Received
remuneration
from other unit
(Y/N)
Zhang Quanxun
Shenzhen Capital Fortune Investment
Management Co. Ltd.
Deputy
President
Feb. 2013 Y
Gu Zhiming Shenzhen Yue Peng Jin Jewelry Co. Ltd Deputy GM May 2011 Y
Hu Yuming Jinan University
professor of
school of
management
and doctoral
supervisor
June 2003 Y
Jiang Dinghang
Shanghai ALLBRIGHT (Shenzhen) Law
Office
Senior partner April 2005 Y
Zhang Dong
Shenzhen Yongtian Shengdao Investment
Development Co. Ltd.
Executive
Director
April 2014 Y
Punishment of securities regulatory authority in recent three years to the Company‘s current and outgoing directors supervisors and
senior management during the reporting period
□Applicable √Not applicable
IV. Remuneration for directors supervisors and senior executives
Decision-making procedures recognition basis and payment for directors supervisors and senior executives
The Company 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 strictly implements the performance
appraisal and pay the remuneration in accordance with the assessment results.Remuneration for directors supervisors and senior executives in reporting period
In 10 thousand Yuan
Name Title Sex Age
Post-holding
status
Total
remuneration
obtained from the
Company (before
taxes)
Whether
remuneration
obtained from
related party of
the Company
Fu Chunlong
Chairman Party
secretary
M 46
Currently in
office
0 Y
Lv Hang Director GM M 58
Currently in
office
108.31 N
Ding Hui Director GM M 46 Leave the office 91.32 N
Guo Xiaodong
Chairman of the
Superviosry
Committee
M 55
Currently in
office
8.5 N
Chen Hua
Chairman of the
Superviosry
Committee
F 55 Leave the office 44.9 N
Ren Yongjian Deputy GM M 56 Leave the office 71.7 N
Lou Hong Director CFO F 51
Currently in
office
32.5 N
Feng Yu Deputy GM M 52
Currently in
office
90.59 N
Li Ming Deputy GM M 57 Leave the office 71.93 N
Xie Jing Deputy GM M 54
Currently in
office
8.16 N
Qi Peng
Secretary of the
Board
M 46
Currently in
office
52.33 N
Wang Bei Supervisor F 38 Leave the office 26.98 N
Li Yudong Supervisor F 53 Leave the office 34.03 N
Liu Haicheng Supervisor F 50
Currently in
office
18.53 N
Zhang Zheng Supervisor M 35
Currently in
office
13.93 N
Ji Huibin
Independent
director
M 49 Leave the office 5 N
Wei Shaohui
Independent
director
M 47 Leave the office 5 N
Li Xiangjun
Independent
director
M 57 Leave the office 5 N
Hu Yuming
Independent
director
M 54
Currently in
office
3 N
Jiang Dinghang
Independent
director
M 56
Currently in
office
3 N
Zhang Dong
Independent
director
M 45
Currently in
office
3 N
Total -- -- -- -- 697.71 --
Delegated equity incentive for directors and senior executives in reporting period
□Applicable √Not applicable
V. Particulars of workforce
1.Number of Employees Professional composition Education background
Employee in-post of the parent Company(people) 47
Employee in-post of main Subsidiaries (people) 290
The total number ofcurrent employees(people) 337
The total number of current employees to receive pay (people) 337
Retired employee‘ s expenses borne by the parent Company and
main Subsidiaries(people)
0
Professional composition
Category of professional composition Numbers of professional composition (people)
Production personnel 40
Sales personnel 86
Technician 115
Financial staff 28
Administration staff 68
Total 337
Education background
Type of education background Numbers (people)
Master 23
Bachelor degree 83
Junior college 78
Technical secondary school 43
Other 110
Total 337
2. RemunerationPolicy
The Company executes in strict accordance with the "Salary Management System for Headquarters of Shenzhen
Tellus Holding Co. Ltd. " "Staff Performance Management System for Headquarters of Shenzhen Tellus Holding
Co. Ltd. " and other relevant system regulations strictly implement.
3. Training programs
The Company always attaches importance to the training and development work for employees; and committed to
creating a comprehensive talent training system in order to helping the successful achievement in continuous
improvement of staff‘s comprehensive ability and in strategy target of the Company. Combine with current
situation of the Company and take annual planning position requirement and responsibility as well as
enterprise‘s development needs into consideration the Company formulated a systematic training plans and talent
cultivation projects; strengthen training works in aspect of multi-tiered multi-channel multi-field and multi-form
including induction training for new employees business training for on-job employees operation skill training
for workers at the production line upgrade training for manager project development and risk control training
continues to improve general quality for employees in order to achieve a win-win situation for the Company and
employees.
4. Labor outsourcing
□Applicable √Not applicable
Section IX. Corporate Governance
I. Corporate governance of the Company
During the reporting period the Company has been observing the laws and regulations as Company Law
Securities Law Governance Criteria of the Listed Companies Guidelines for Standardized Operation of Listed
Companies on the Main Board of Shenzhen Stock Exchange and relevant rules issued by the CSRC for the
purpose of improving its legal person governance structure setting up and improving the internal control system
and standardizing its operation level. According to the Articles of Association Procedure Rules of Shareholders
General Meeting Procedure Rules of Board of Directors Procedure Rules of Supervisory Committee Working
Rules of Independent Directors Working Rules of General Manager working rules of every committee of the
Board and a series of rules and regulations the Company maintained formal procedures clearly duties and
obligations of its general meeting board of directors supervisory committee each specialized committee of the
board and senior manager. Each of its directors supervisors and senior managers can perform their duties
earnestly.
In 2018 the Company have convened four shareholders general meetings 16 meetings of the Board 6 meeting of
the Supervisory Committee 2 meetings of Auditing Committee of the Board one meeting of Strategy Committee
of the Board and one meeting of Remuneration and Appraisal Committee of the Board; relevant governance
documents as Articles of Association Procedure Rules of Shareholders General Meeting Procedure Rules of
Board of Directors Implementation Rules and Procedure Rules of Supervisory Committee and Working Rules of
General Manager etc. are being revised;in accordance with the principles of professionalization professionalism
and marketization the company completed the election of the board of directors the board of supervisors and the
senior management. In order to establish and improve the company‘s standardized operation mechanism and
improve the company‘s internal control system the company promoted the revision promulgation and abolition
of the system in accordance with the established system construction work plan and revised a number of rules and
regulations throughout the year.
As of the end of the reporting period the actual situation of corporate governance was in line with the
requirements of the regulatory documents issued by the China Securities Regulatory Commission on the
governance of listed companies.Is there any difference between the actual condition of corporate governance and relevant regulations about
corporate governance for listed Company from CSRC?
□Yes √ No
There are no differences between the actual condition of corporate governance and relevant regulations about
corporate governance for listed Company from CSRC.II. Independent of the Company relative to controlling shareholders’ in aspect of businesses
personnel assets organization and finance
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.(i) 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 has independent production sales and service systems and its major business. There is no
inter-competition between the Company and its controlling shareholders and related parties.(ii) 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
since they are employed by the Company and no one takes position in the enterprises owned by shareholders.(iii) Assets:The Company independently and completely owns the business system and underlying assets related
to 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.(iv) 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.
(v) 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
Session of meeting Type
Ratio of investor
participation
Meeting Date Date of disclosure Index of disclosure
First Extraordinary Extraordinary 73.01% 27 Feb. 2018 28 Feb. 2018 ‖Resolution Notice
General Meeting
of2018
General Meeting of First
Extraordinary
General Meeting of
2018‖ (No.:
2018-014) published
on Securities Times
Hong Kong
Commercial Daily
and Juchao Website
(www.cninfo.com.cn
Annual General
Meeting of2017
Annual General
Meeting
73.07% 29 June 2018 30 June 2018
―Resolution Notice
of Annual General
Meeting of 2017‖
(No.: 2018-041)
published on
Securities Times
Hong Kong
Commercial Daily
and Juchao Website
(www.cninfo.com.cn
)
Second
Extraordinary
General Meeting
of2018
Extraordinary
General Meeting
72.06% 7 Sept. 2018 8 Sept. 2018
‖Resolution Notice
of Second
Extraordinary
General Meeting of
2018‖ (No.:
2018-050) published
on Securities Times
Hong Kong
Commercial Daily
and Juchao Website
(www.cninfo.com.cn
Third Extraordinary
General Meeting
of2018
Extraordinary
General Meeting
71.03% 24 Dec. 2018 25 Dec. 2018
‖Resolution Notice
of Third
Extraordinary
General Meeting of
2018‖ (No.:
2018-067) published
on Securities Times
Hong Kong
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
V. Responsibility performance of independent directors
1.The attending of independent directors to Board meetings and general meeting
The attending of independent directors to Board Meeting and shareholders general meeting
Name of
independent
director
Times of
Board meeting
supposed to
attend in the
report period
Times of
Presence
Times of
attending by
communicatio
n
Times of
entrusted
presence
Times of
Absence
Absent the
Meeting for
the second
time in a row
(Y/N)
Times of
attending
shareholders‘
meeting
Wei Shaohui 9 1 8 0 0 N 0
Ji Huibin 9 1 8 0 0 N 2
Li Xiangjun 9 1 8 0 0 N 0
Hu Yuming 7 1 6 0 0 N 2
Jiang Dinghang 7 1 6 0 0 N 2
Zhang Dong 7 1 6 0 0 N 1
Explanation of absent the Board Meeting for the second time in a row
No independent directors did not attend the Board Meeting for the second time in a row during the period
2. Objection for relevant events from independent directors
Independent directors come up with objection about Company‘s relevant matters
□Yes √No
Independent directors has no objections for relevant events in reporting period
3. Other explanation about responsibility performance of independent directors
The opinions from independent directors have been adopted
√ Yes □ No
Explanation on advice that accepted/not accepted from independent directors
In accordance with the provisions of the Company Law the Securities Law the Stock Listing Rules the
Independent Director System and other relevant laws and regulations the company‘s independent directors paid
attention to the normalization of the company‘s operations performed their duties independently diligently and
conscientiously did their duties and made independent objective and fair opinions on the company‘s fund
occupation of related party and external guarantees during the reporting period profit distribution matters
self-evaluation of internal control of the company deposit and use of raised funds changes in accounting
policiesrelated transactionsuse of partially idle raised funds and self-owned funds to purchase bank financial
products election of the board of directors appointment of senior management personnel providing stock equity
pledge guarantee for the bank loans of Shenzhen Xinglong Machinery Mould Co. Ltd. engaging audit
institutions for financial reports and internal control and other matters requiring independent directors to express
independent opinions which played an active role in improving the company‘s supervision mechanism and
helping the board of directorsmake scientific and objective decisions and played an important role in
safeguarding the legitimate rights and interests of the company and all shareholders.VI. Duty performance of the special committees under the board during the reporting period
Board of Director of the Company have three special committees as strategic committee auditing committee and
remuneration and appraisal committee and formulated implementation rules for the special committees
independently. During the reporting period all committees had clear responsibilities and the overall operations
were good which ensured efficient operation and scientific decision-making of the board of directors and there
were no other important opinions and suggestions.
1. Duty performance of the strategic committee
The strategic committee of the board is specially set-up according to the regulation of Governance Criteria of the
Listed Companies responsible for study on the long term development strategy and material investment decisions
and raising its recommendations.The committee comprised of 5 directors and the committee is chaired by
chairman of the Company.During the reporting period the committee actively performed its duties and carry out
works strictly in accordance with relevant rules of the CSRC Shenzhen Stock Exchange and Working Rules of
Strategic Committee with each of its members doing their best to perform the respective duties provides strategic
supports for the sustained and steady development of the Company. One meeting was held by strategic committee
in 2018 which including:
On December 24 2018 the strategy committee of the board of directors held a meeting and reviewed the Proposal
on Investment and Construction of Tellus Innovative and Entrepreneurial Base Project‖each committee member
made research on the investment project and offered proposals which played an important role in strengthening
the scientificity of investment decisionand improving the benefits and quality of investment decision..
2. Duty performance of theaudit committee
The audit committee of the board of directors is a specialized work organization set up by the board of directors in
accordance with the Guidelines for the Governance of Listed Companies and is mainly responsible for the
communication supervision and verification of internal and external audits of the company.The committee
comprised of 5 directors including 3 independent directors and the committee is chaired by independent director
of the Company.During the reporting period the committee actively performed its duties and carry out works
strictly in accordance with relevant rules of the CSRC Shenzhen Stock Exchange and Working Rules of Audit
Committee. Pay close attention to the company‘s management financing and implementation of internal control
standards; strengthen the communication and contact with the company‘s relevant responsible departments
review the validity assessment of the company‘s internal control and enterprise risk management through
communication inspection reporting etc. and check whether the company‘s operations financing and
accounting policies comply with laws and regulations and provide management and audit opinions.Two meetings were held by audit committee in 2018 which including:
(1) During the annual audit the audit committee took active attitude in relevant works. Prior to the official
involvement of Ruihua Certified Public Accountants (LLP) (hereinafter referred to as Ruihua) in the annual audit
on 30 January 2018 the audit committee held meeting and determined the working arrangement for annual report
after negotiation with Ruihua reviewed the financial statements prepared by the Company the committee agreed
to submit the financial statements and related information to Ruihua for audit.
(2) The audit committee held meeting on 2 April 2018 to re-review the financial statements and formed written
opinions and resolutions in respect of the annual financial statements audit work summary report.
3. Duty performance of the remuneration and appraisal committee
The remuneration and appraisal committee of the board of directors is a specialized working organization set up
by the board of directors in accordance with the Guidelines for the Governance of Listed Companiesit is mainly
responsible for formulating the assessment criteria for the company‘s directors and senior management personnel
and making the assessment responsible for formulating and reviewing the pay policy and programs of the
company‘s directors and senior management personnel and responsible for the board of directors.The committee
comprised of 5 directors including 3 independent directors and the committee is chaired by independent director
of the Company.During the reporting period the committee actively performed its duties and carry out works
strictly in accordance with relevant rules of the CSRC Shenzhen Stock Exchange and Working Rules of Audit
Committee. The committee comprised of 5 directors including 3 independent directors and the committee is
chaired by independent director of the Company.During the reporting period the committee actively performed its
duties and carry out works strictly in accordance with relevant rules of the CSRC Shenzhen Stock Exchange and
Working Rules of Audit Committee. One meeting was held by remuneration and appraisal committee in 2018
which including:
On August 3 2018 the remuneration and appraisal committee of the board of directors held a meeting and
reviewed the annual performance appraisal indicators and remuneration of the company‘s directors supervisors
and senior management personnel. After review all members of the remuneration and appraisal committee
considered that the remuneration payment during the reporting period was in line with the company‘s performance
appraisal system the remuneration of directors supervisors and senior executives were determined by the
company‘s relevant system.VII. 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
VIII. Examination and incentives of senior management
Board of the Company evaluated senior executives based on relevant regulations at end of this reporting period.
IX. Internal Control (IC)
1. Details of major defects in IC appraisal report that found in reporting period
□Yes √ No
2. Appraisal Report of Internal Control
Disclosure date of full internal
control evaluation report
2 April 2019
Disclosure index of full internal
control evaluation report
Juchao website for information disclosure appointed by Shenzhen Stock
Exchange:
http://www.cninfo.com.cn
Ratio of the total assets from enterprise
included in the appraisal range in total
assets in consolidate statement
97.58%
Ratio of the operation revenue from
enterprise included in the appraisal range
in total revenue in consolidate statement
98.66%
Defects Evaluation Standards
Category Financial Reports Non-financial Reports
Qualitative criteria
Significant defects: Individual defects or
together with other defects causing the
material misstatementsin financial reports
cannot be timely prevented or found or
corrected. It is recognized as a significant
1. Major deficiencies: A. Great
decisions violate the Company‘s
established procedure resulting in
significant losses to the Company;
B. Serious violation of laws and
defect if following cases happen.A. Fraud
of management leading to material
misstatements of financial results or
false financial reports which mislead
users of financial statements and result
in decision-making mistakes and
litigation; B. Ineffective control
environment;C. Major internal control
deficiencies found and reported to the
management but haven‘t been
corrected after a reasonable time; D.The decision-making of the
Company‘s major matters has not
fulfilled the corresponding
decision-making process resulting in
significant losses of the Company; E.Important businesses involving the
Company‘s production and
management are lack of effective
control;F. Other defects that
seriouslymislead the correct judgments made
by the users of the statements resulting in
the company‘s major compensation.
2. Important defects: Individual defects or
together with other defects causing the
misstatementsin financial reports cannot be
timely prevented or found or corrected
though the misstatements don‘t reach and
exceed the importancelevel they should still
cause the management‘s attention. It is
recognized as an important defect if
following cases happen.A. The selection
and application of accounting policies
do not follow the generally accepted
accounting principles; B. Anti-fraud
programs and control measures have
been not established; C.
Corresponding control mechanism for
accounts handling of unconventional
or special transactions has not been
established or implemented and has no
regulations results in significant
losses to the Company; C.Important businesses are lack of
system control or system control
fails; D. Serious brain drain of
core management or core
technical staff; E. Significant
deficiencies in the internal
evaluation results have not been
corrected. F. The failure of internal
control to information disclosure causes
the company to be publicly condemned
by the regulatory authorities.
2. Significant deficiencies: A. The
Company violates the enterprise
internal regulations and causes
significant losses; B. Serious
brain drain of business personnel
in the Company‘s key positions;
C. The Company‘s significant
business systems have
deficiencies; D. The significant
deficiencies in the internal control
of the Company have not been
corrected.
3. General deficiencies refers to
deficiencies except for major and
significant deficiencies.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 refers
to thedeficiencies except for major
and significant deficiencies.Quantitative standard
1. Major deficiencies: misstatement
amount > 10% of total profit and
absolute amount > 2 million Yuan;
2. Significant deficiencies: 5% of
total profit < misstatement amount
≤10% of total profit and absolute
amount > 1 million Yuan; or 1
million Yuan < absolute amount ≤ 2
million Yuan and misstatement
amount > 5% of total profit.
3. General deficiencies: misstatement
amount ≤ 5% of total profit or
absolute amount ≤ 1 million Yuan
1. Major deficiencies: loss
amount > 1.5% of owner's equity
attributable to parent Company
and absolute amount > 5 million
Yuan;
2. Significant deficiencies: 0.5%
of owner's equity attributable to
parent Company < loss amount ≤
1.5% of owner's equity
attributable to parent Company or
1 million Yuan < absolute amount
≤ 5 million Yuan;
3. General deficiencies: loss
amount ≤ 0.5% of owner's
equity attributable to parent
Company or absolute amount ≤ 1
million Yuan
Amount of significant defects in
financial reports
0
Amount of significant defects in
non-financial reports
0
Amount of important defects in
financial reports
0
Amount of important defects in
non-financial reports
0
X. Auditing report of internal control
√Applicable □Not applicable
Deliberations in Internal Control Audit Report
We consider that: in all major aspectsShenzhen Tellus Holding Co. Ltd. has efficiency in financial report of
internal control dated 31 December 2018 according to Basic Standards of Internal Control for Enterprise and
relevant regulations.
Disclosure details of audit
report of internal control
Disclosure
Disclosure date of audit report
of internal control (full-text)
2 April 2019
Index of audit report of
internal control (full-text)
Juchao website for information disclosure appointed by Shenzhen Stock
Exchange:
http://www.cninfo.com.cn
Opinion type of auditing
report of IC
Standard without reserved reports
whether the non-financial
report had major defects
No
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
Section X. Corporate Bond
Whether the Company has a corporation bonds that issuance publicly and listed on stock exchange and without due on the date when
annual report approved for released or fail to cash in full on due
No
Section XI. Financial Report
I. Audit Report
Type of audit opinion Standard unqualified auditor‘s report
Date of audit report signing 1 April 2019
Audit authority Ruihua Certified Public Accountants (LLP)
Serial of Audit Report Ruihua Shen Zi 【2019】No.: 48400003
CPA‘s name Cai Xiaodong Zhou Xuechun
Text of audit report
To the shareholders of Shenzhen Tellus Holding Company Limited:
I. Opinion
We have audited the financial statements of Shenzhen Tellus Holding Company Limited (―the Company‖) which
comprise the consolidated and company balance sheet as at 31 December 2018 and the consolidated and the
Company‘s income statements the consolidated and the Company‘s statements of changes in equity and the
consolidated and the Company‘s statements of cash flows for the year then ended and notes to the financial
statements.In our opinion the accompanying financial statements present fairly in all material respects the consolidated and
the Company‘s financial position as at 31 December 2018 and the consolidated and the Company‘s financial
performance and cash flows for the year then ended in accordance with Accounting Standards for Business
Enterprises.
II. Basis for Opinion
We conducted our audit in accordance with China Standards on Auditing (―CSAs‖). Our responsibilities under
those standards are further described in the Auditor‘s responsibilities for the audit of the financial statements
section of our report. We are independent of the Company in accordance with China Code of Ethics for Certified
Public Accountants (the ―Code‖) 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 judgement 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. We determine the followings are key audit matters in need of communication in our report.(I) Measurement of the carrying value of construction in progress
1. Factual description
As disclosed notes VI 2 and VI 14 to the financial statements，After the completion of the first phase of the Teli
Shuibei Jewelry Building project in this year the original value of the investment real estate was RBM438.086
million which accounted for a significant proportion of the total assets. When carrying over the first phase of the
Teli Shuibei Jewelry Building project to the investment real estate the management should make judgments on
the following aspects: determining the time when the project under construction will be transferred to the
investment real estate and starting to calculate depreciation; estimating the cost of the completed project that has
not yet been settled; estimating the expected useful life and residual value of the corresponding investment real
estate. Because the confirmation and measurement of the investment real estate in construction involves the
management's judgment and the amount is of great importance the confirmation and measurement of the
investment real estate in Tereshuibei Jewelry Building Phase I project are identified as the key audit items.
2. How our audit addressed the matter
(1) We have tested the design and implementation of key internal controls in the relevant projects to confirm the
effectiveness of internal controls;
(2) We have carried out the field investigation procedure inquired the person in charge of the first phase of the
project of Teli Shuibei Jewelry Building to know the construction progress of the project;
(3) We inspected the original vouchers of the first phase of the project added in this year such as the project
contract acceptance report settlement documents progress payment application invoice and payment vouchers
in order to determine whether the entry amount is accurate.We have acquired and checked the payment progress account the cumulative measurement report of important
individual or unit projects for the first phase of the Tereshuibei Jewelry Building project and cross-checked the
account statement records and book amount to check the integrity of the construction under construction.
Check the correctness and completeness of the end-of-period balance of the payable project with the auditing of
the payable project funds and corroborate the total contract amount the accumulative payment amount and the
unpaid amount of the completed project amount of the important single or unit project.We performed the following procedures for construction in progress.We assessed the design and implementation of the key project-related internal controls of the Company in order to
determine the effectiveness of the internal control policies;
We conducted a field investigation procedure by consulting supervision company as well as the person who was in
charge of the Project about the progress of the Project.We verified the accounting records about the Project by obtaining substantial accounting vouchers such as
construction contracts、acceptance reports、project statement、demand notes for interim payments、invoices、payment certificate and so on in order to determine the accuracy of the construction in progress.We obtained and cross-checked the records in the Project payments standing books and applications of bill of
quantities so as to verify the completeness of the construction in progress.
(4) For projects completed in the current year check the completed individual or comprehensive acceptance
documents including building foundation main project installation project acceptance documents and planning
acceptance documents and confirm the time point for completion and transfer of investment real estate;
(5) Evaluate the reasonableness of accounting estimates related to depreciation and review the depreciation
charged on the books.(II) Revenue recognition for sales of cars
1.Factual description
As disclosed in Note (Ⅵ) 35 and Note (13) 4 to financial statements，In 2018 sales revenue of automobiles and
jewelry was RMB 27346.37 million which accounted for a large proportion of total sales revenue and increased
rapidly. Therefore there may be related risks in the confirmation of sales revenue. Therefore we regard the
confirmation of sales revenue as a key audit item.
2.How our audit addressed the matter
Our main audit procedures for the above key audit matters related to revenue recognition include:
(1) Understanding and testing the design and implementation of the internal control system related to sales and
receipts of Tellus Co. Ltd.
(2) In view of the identified items requiring the use of analytical procedures and based on the understanding of
customers and their environment the sales revenue of the current period is compared with that of the previous
period and the abnormal structure and price changes of the sales products are analyzed and the reasons for the
abnormal changes are analyzed.
(3) Drawing accounting vouchers from the accounting records of sales revenue of goods cross-checking contracts
invoices receipts and receipts related to sales checking the consistency of the names quantities and amounts of
goods entered into accounts checking whether the period of entry is consistent with the period of invoices and
receipts paying special attention to the samples before and after the balance sheet date. Is this included in the
correct accounting period.
(4) Combined with the audit of accounts receivable we select the current sales volume of the main customer
letters and test the samples of unresponsive letters.IV. Other information
Management of the Company is responsible for the other information. The other information comprises all of the
information included in 2018 annual report of the Company other than the financial statements and our auditor‘s
report thereon.Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.In connection with our audit of the financial statements our responsibility is to read the other information and in
doing so consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If based on the work we have
performed we conclude that there is a material misstatement of this other information. We are required to report
that fact. We have nothing to report in this regard.(V) Responsibilities of the management and those charged with governance for the financial statements
The management of the Company is responsible for the preparation and fair presentation of the financial
statements in accordance with CSAs and for designing implementing and maintaining such internal control as
the management determines is necessary to enable the preparation of financial statements that are free from
material misstatement whether due to fraud or error.In preparing the financial statements the management is responsible for assessing the Company‘s ability to
continue as a going concern disclosing as applicable matters related to going concern and using the going
concern basis of accounting 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 governance are responsible for overseeing the Company‘s financial reporting process
(VI) Auditor’s responsibilities for the audit of 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 auditor‘s report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance
with CSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are generally 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 these financial statements.
As part of an audit in accordance with CSAs we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
A. Identify and assess the risks of material misstatement of the financial statements due to fraud and error design
and implement audit procedures to address these risks and obtain sufficient and appropriate audit evidence as a
basis for forming the audit opinion. As fraud may involve collusion forgery willful omission misrepresentation
or override of internal control the risk of not discovering a material misstatement due to fraud is higher than the
risk of failing to detect a material misstatement resulting from a mistake.
B. Understand the internal controls related to auditing in order to design appropriate audit procedures.
C. Evaluate the appropriateness of accounting policies adopted by the management and the reasonableness of
accounting estimates and relevant disclosures made by management.
D. Conclude on the appropriateness of management‘s application of the going concern assumption. Meanwhile
based on the audit evidence obtained conclude whether there is material uncertainty about the Company‘s ability
to continue as a going-concern. If we conclude that there is material uncertainty the auditing standards require us
to draw attention of the users of the financial statements to the relevant disclosures in the financial statements. If
the disclosure is inadequate we shall express a qualified opinion. Our conclusion is based on information
available as of the date of the audit report. However future events or circumstances may cause the Company not
being able to continue as a going-concern.
E. Evaluate the overall presentation structure and content of financial statements (including disclosures) and
evaluate whether the financial statements present fairly the relevant transactions and events.
F. Obtain sufficient and appropriate audit evidence regarding to the Company‘s financial information of the
entities or business activities in order to express opinion on the financial statements. We are responsible for the
guidance supervision and execution of the group audit. We take full responsibility for the audit opinion.We communicate with those charged with governance on the scope and time schedule of the audit and significant
audit findings etc. including deficiency of internal control that we identified during the audit which warrants
attention.We also provide a statement to those charged with governance regarding the fact that we comply with the
requirements of professional ethics relating to independence and also communicate with them about all
relationships and other matters that may be reasonably deemed to affect our independence，as well as whereapplicable the relevant precautions(if applicable).Through the matters we communicate with those charged with governance we identify matters that are significant
in the audit of the financial statements for the current period which therefore become the key audit items. We
disclose these items in the audit report unless public disclosure of such items is prohibited by laws and
regulations; in exceptional circumstances where the benefit arising from public disclosure of certain matters is
outweighed by the negative consequence brought by such disclosure in consideration of public interest we do not
disclosure such items in the audit report.II. Financial Statement
Statement in Financial Notes are carried in RMB/CNY
1. Consolidated balance sheet
Prepared by Shenzhen Tellus Holding Co. Ltd.
2018-12-31
In RMB
Item Balance at period-end Balance at period-begin
Current assets:
Monetary fund 169512260.69 161793218.56
Settlement provisions
Capital lent
Financial assets measured by fair
value and with variation reckoned into
current gains/losses
Derivative financial assets
Note receivable and account
receivable
86104660.51 44215236.68
Including: Note receivable
Account receivable 86104660.51 44215236.68
Accounts paid in advance 9112473.27 3737706.70
Insurance receivable
Reinsurance receivables
Contract reserve of reinsurance
receivable
Other account receivable 14483208.41 15820265.08
Including: Interest receivable 723407.50 221232.88
Dividend receivable 232683.74 779868.09
Buying back the sale of financial
assets
Inventory 12342854.40 12646227.22
Assets held for sale 85017251.77
Non-current asset due within one year
Other current assets 332432494.44 219582250.70
Total current assets 709005203.49 457794904.94
Non-current assets:
Loans and payments on behalf
Finance asset available for sales 10176617.20 10176617.20
Held-to-maturity investment
Long-term account receivable
Long-term equity investment 224644766.21 284464749.15
Investment real estate 503922413.70 73223512.21
Fix assets 112674017.53 120296822.84
Construction in process 12843571.97 378160896.69
Productive biological asset
Oil and gas asset
Intangible assets 51012282.25 52349686.92
Expense on development
Goodwill
Long-term expenses to be apportioned 6304607.22 1779713.94
Deferred income tax asset 24355086.71 24394028.91
Other non-current asset 3356964.72 673661.62
Total non-current asset 949290327.51 945519689.48
Total assets 1658295531.00 1403314594.42
Current liabilities:
Short-term loans 143000000.00 120000000.00
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
Note payable and account payable 73365876.09 28032708.69
Accounts received in advance 15897763.97 13790019.47
Selling financial asset of repurchase
Commission charge and commission
payable
Wage payable 25802670.36 23171154.53
Taxes payable 9377393.57 9927572.27
Other account payable 250489094.47 153329405.21
Including: Interest payable 290215.78 229494.72
Dividend payable
Reinsurance payable
Insurance contract reserve
Security trading of agency
Security sales of agency
Liability held for sale
Non-current liabilities due within one
year
Other current liabilities
Total current liabilities 517932798.46 348250860.17
Non-current liabilities:
Long-term loans 34934887.55 38600000.00
Bonds payable
Including: preferred stock
Perpetual capital securities
Long-term account payable 3920160.36 3920160.36
Long-term wages payable
Accrual liability 2225468.76
Deferred income
Deferred income tax liabilities
Other non-current liabilities 14520000.00
Total non-current liabilities 41080516.67 57040160.36
Total liabilities 559013315.13 405291020.53
Owner‘s equity:
Share capital 297281600.00 297281600.00
Other equity instrument
Including: preferred stock
Perpetual capital securities
Capital public reserve 565226274.51 565226274.51
Less: Inventory shares
Other comprehensive income 26422.00
Reasonable reserve
Surplus public reserve 3139918.14 2952586.32
Provision of general risk
Retained profit 184535322.70 97798595.80
Total owner‘s equity attributable to parent
company
1050209537.35 963259056.63
Minority interests 49072678.52 34764517.26
Total owner‘s equity 1099282215.87 998023573.89
Total liabilities and owner‘s equity 1658295531.00 1403314594.42
Legal representative: Fu Chunlong
Accounting Principal: Lou Hong
Accounting Firm‘s Principal: Liu Yuhong
2. Balance Sheet of Parent Company
In RMB
Item Balance at period-end Balance at period-begin
Current assets:
Monetary fund 88836626.14 97991738.05
Financial assets measured by fair value
and with variation reckoned into current
gains/losses
Derivative financial assets
Note receivable and account receivable 38274.00
Including: Note receivable
Account receivable 38274.00
Accounts paid in advance 604800.00
Other account receivable 115782944.37 99322267.37
Including: Interest receivable 723407.50 221232.88
Dividend receivable 232683.74 779868.09
Inventory
Assets held for sale 85017251.77
Non-current asset due within one year
Other current assets 195506958.35 203500000.00
Total current assets 485786854.63 400814005.42
Non-current assets:
Finance asset available for sales 10176617.20 10176617.20
Held-to-maturity investment
Long-term account receivable
Long-term equity investment 836283491.38 789830758.66
Investment real estate 44820151.69 46749467.61
Fix assets 14824845.14 15536781.07
Construction in process 12843571.97 5554512.79
Productive biological asset
Oil and gas asset
Intangible assets 249731.94 341121.77
Expense on development
Goodwill
Long-term expenses to be apportioned 2958817.65 223715.66
Deferred income tax asset 13830369.64 13869311.84
Other non-current asset
Total non-current asset 935987596.61 882282286.60
Total assets 1421774451.24 1283096292.02
Current liabilities:
Short-term loans 143000000.00 120000000.00
Financial liability measured by fair
value and with variation reckoned into
current gains/losses
Derivative financial liability
Note payable and account payable 19800.00 14000.00
Accounts received in advance 4742.51 1511.00
Wage payable 4858788.51 5769360.88
Taxes payable 331909.65 474977.89
Other account payable 392558990.89 295942266.75
Including: Interest payable 232810.41 165604.16
Dividend payable
Liability held for sale
Non-current liabilities due within one
year
Other current liabilities
Total current liabilities 540774231.56 422202116.52
Non-current liabilities:
Long-term loans
Bonds payable
Including: preferred stock
Perpetual capital securities
Long-term account payable
Long-term wages payable
Accrual liability
Deferred income
Deferred income tax liabilities
Other non-current liabilities
Total non-current liabilities
Total liabilities 540774231.56 422202116.52
Owner‘s equity:
Share capital 297281600.00 297281600.00
Other equity instrument
Including: preferred stock
Perpetual capital securities
Capital public reserve 562032851.23 562032851.23
Less: Inventory shares
Other comprehensive income
Reasonable reserve
Surplus public reserve 3139918.14 2952586.32
Retained profit 18545850.31 -1372862.05
Total owner‘s equity 881000219.68 860894175.50
Total liabilities and owner‘s equity 1421774451.24 1283096292.02
3. Consolidated Profit Statement
In RMB
Item Current period Last period
I. Total operating income 414238778.96 347237289.80
Including: Operating income 414238778.96 347237289.80
Interest income
Insurance gained
Commission charge and
commission income
II. Total operating cost 410735581.28 313002481.12
Including: Operating cost 332347355.12 254254960.65
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 6276612.65 3638454.37
Sales expense 19987406.50 16490379.71
Management expense 44231376.56 36735283.59
R&D expense
Financial expense 6508114.19 1520168.86
Including: Interest
expenses
8909350.20 4189844.30
Interest income 2755755.76 2776945.85
Losses of devaluation of
asset
1384716.26 363233.94
Add: other income 3482.07 25753.22
Investment income (Loss is
listed with ―-‖)
88785468.69 33599860.09
Including: Investment income
on affiliated company and joint venture
83051508.69 21297772.09
Income from change of fair
value (Loss is listed with ―-‖)
Exchange income (Loss is
listed with ―-‖)
Income from assets disposal
(Loss is listed with ―-‖)
374583.14
III. Operating profit (Loss is listed
with ―-‖)
92292148.44 68235005.13
Add: Non-operating income 1739055.65 725518.07
Less: Non-operating expense 3479344.28 35120.31
IV. Total Profit (Loss is listed with
―-‖)
90551859.81 68925402.89
Less:Income tax expense 4411880.45 3143834.18
V. Net profit (Net loss is listed with ―-‖) 86139979.36 65781568.71
(i) net profit from continuous
operation (Net loss is listed with ―-‖)
86139979.36 65781568.71
(ii) net profit from discontinued
operation (Net loss is listed with ―-‖)
Net profit attributable to owner‘s
of parent company
86924058.72 66862772.68
Minority shareholders‘ gains and
losses
-784079.36 -1081203.97
VI. Net after-tax of other
comprehensive income
26422.00
Net after-tax of other comprehensive
income attributable to owners of parent
company
26422.00
(i) Other comprehensive income
items which will not be reclassified
subsequently to gain/loss
1.Re-measurement of the
change of defined benefit plan
2.Other comprehensive
income unable transfer to gain/loss
under equity method
(II) Other comprehensive income
items which will be reclassified
subsequently to profit or loss
26422.00
1.Other comprehensive
income able to transfer to gain/loss
under equity method
26422.00
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 86166401.36 65781568.71
Total comprehensive income
attributable to owners of parent
Company
86924058.72 66862772.68
Total comprehensive income
attributable to minority shareholders
-784079.36 -1081203.97
VIII. Earnings per share:
(i) Basic earnings per share 0.2924 0.2249
(ii) Diluted earnings per share 0.2924 0.2249
As for the enterprise combined under the same control net profit of Yuan achieved by the merged party before combination while
Yuan achieved last period
Legal representative: Fu Chunlong
Accounting Principal: Lou Hong
Accounting Firm‘s Principal: Liu Yuhong
4.Profit Statement of Parent Company
In RMB
Item Current period Last period
I. Operation income 42607127.11 44035720.63
Less: Operating cost 12747839.01 3662936.04
Tax and extras 1683760.67 1658236.32
Sales expense
Management expense 20609716.66 15151430.07
R&D expense
Financial expense 4850337.92 856292.09
Including: Interest
expenses
6902903.32 3667547.94
Interest income 2179149.78 2655947.30
Losses of devaluation of asset 117864.17 -178762.83
Add: other income
Investment income (Loss is
listed with ―-‖)
16298388.00 31049977.47
Including: Investment income
on affiliated company and joint venture
14998084.49 17123423.23
Income from change of fair
value (Loss is listed with ―-‖)
Income from assets disposal
(Loss is listed with ―-‖)
II. Operating profit (Loss is listed
with ―-‖)
18895996.68 41288575.93
Add: Non-operating income 1253151.18 0.04
Less: Non-operating expense 4161.48 15033.48
III. Total Profit (Loss is listed with
―-‖)
20144986.38 41273542.49
Less:Income tax expense 38942.20 38942.20
IV. Net profit (Net loss is listed with
―-‖)
20106044.18 41234600.29
(i) net profit from continuous
operation (Net loss is listed with ―-‖)
20106044.18 41234600.29
(ii) net profit from discontinued
operation (Net loss is listed with ―-‖)
V. Net after-tax of other comprehensive
income
(i) Other comprehensive income
items which will not be reclassified
subsequently to gain/loss
1.Re-measurement of the
change of defined benefit plan
2.Other comprehensive
income unable transfer to gain/loss
under equity method
(II) Other comprehensive income
items which will be reclassified
subsequently to profit or loss
1.Other comprehensive
income able to transfer to gain/loss
under equity method
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
.Translation differences
arising on translation of foreign
currency financial statements
6.Other
VI. Total comprehensive income 20106044.18 41234600.29
VII. Earnings per share:
(i) Basic earnings per share
(ii) Diluted earnings per share
5. Consolidated Cash Flow Statement
In RMB
Item Current period Last period
I. Cash flows arising from operating
activities:
Cash received from selling
commodities and providing labor
services
426869708.10 351036436.94
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 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
operating activities
19684530.43 9418234.47
Subtotal of cash in-flow from operation
activity
446554238.53 360454671.41
Cash paid for purchasing
commodities and receiving labor
service
335367549.57 236140838.02
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 52732468.64 55047561.06
Taxes paid 23689718.46 20250075.88
Other cash paid concerning
operating activities
41339481.83 51109264.50
Subtotal of cash out-flow from
operation activity
453129218.50 362547739.46
Net cash flow arising from operating
activities
-6574979.97 -2093068.05
II. Cash flows arising from investing
activities:
Cash received from recovering
investment
1106320000.00 628171900.00
Cash received from investment
income
68064559.78 15714288.78
Net cash received from disposal of
fixed intangible and other long-term
263520.00 259940.00
assets
Net cash received from disposal of
subsidiaries and other units
1504125.26 2343240.90
Other cash received concerning
investing activities
107511100.00 40000000.00
Subtotal of cash in-flow from
investment activity
1283663305.04 686489369.68
Cash paid for purchasing fixed
intangible and other long-term assets
31343082.90 31340610.55
Cash paid for investment 1224884140.00 804100000.00
Net increase of mortgaged loans
Net cash received from
subsidiaries and other units obtained
Other cash paid concerning
investing activities
5733400.00
Subtotal of cash out-flow from
investment activity
1261960622.90 835440610.55
Net cash flow arising from investment
activity
21702682.14 -148951240.87
III. Cash flows arising from financing
activities
Cash received from absorbing
investment
15000000.00 22672000.00
Including: Cash received from
absorbing minority shareholders‘
investment by subsidiaries
15000000.00 22672000.00
Cash received from loans 148082000.00 216600000.00
Cash received from issuing bonds
Other cash received concerning
financing activities
Subtotal of cash in-flow from financing
activity
163082000.00 239272000.00
Cash paid for settling debts 145943235.58 120000000.00
Cash paid for dividend and profit
distributing or interest paying
15066890.08 4931753.63
Including: Dividend and profit of
minority shareholder paid by
subsidiaries
Other cash paid concerning
financing activities
16144956.00
Subtotal of cash out-flow from
financing activity
177155081.66 124931753.63
Net cash flow arising from financing
activity
-14073081.66 114340246.37
IV. Influence on cash and cash
equivalents due to fluctuation in
exchange rate
281.62 -358.99
V. Net increased amount of cash and
cash equivalent
1054902.13 -36704421.54
Add: Balance of cash and cash
equivalents at the period -begin
141793218.56 178497640.10
VI. Balance of cash and cash
equivalents at the period -end
142848120.69 141793218.56
6. Cash Flow Statement of Parent Company
In RMB
Item Current period Last period
I. Cash flows arising from operating
activities:
Cash received from selling
commodities and providing labor
services
42987480.31 60856831.09
Write-back of tax received
Other cash received concerning
operating activities
26178276.09 9696177.07
Subtotal of cash in-flow from operation
activity
69165756.40 70553008.16
Cash paid for purchasing
commodities and receiving labor
service
Cash paid to/for staff and workers 18738644.84 14515785.88
Taxes paid 4065009.38 3755038.44
Other cash paid concerning
operating activities
38903678.52 21185336.08
Subtotal of cash out-flow from
operation activity
61707332.74 39456160.40
Net cash flow arising from operating
activities
7458423.66 31096847.76
II. Cash flows arising from investing
activities:
Cash received from recovering
investment
733500000.00 535500000.00
Cash received from investment
income
59901381.01 15146686.15
Net cash received from disposal of
fixed intangible and other long-term
assets
13195.84
Net cash received from disposal of
subsidiaries and other units
14150000.00
Other cash received concerning
investing activities
107511100.00 40000000.00
Subtotal of cash in-flow from
investment activity
900912481.01 604809881.99
Cash paid for purchasing fixed
intangible and other long-term assets
10556123.04 4549479.98
Cash paid for investment 900636040.00 730598000.00
Net cash received from
subsidiaries and other units obtained
Other cash paid concerning
investing activities
5733400.00
Subtotal of cash out-flow from
investment activity
916925563.04 735147479.98
Net cash flow arising from investment
activity
-16013082.03 -130337597.99
III. Cash flows arising from financing
activities
Cash received from absorbing
investment
Cash received from loans 143000000.00 190000000.00
Cash received from issuing bonds
Other cash received concerning
financing activities
Subtotal of cash in-flow from financing
activity
143000000.00 190000000.00
Cash paid for settling debts 137278123.13 120000000.00
Cash paid for dividend and profit
distributing or interest paying
12986470.41 3568402.11
Other cash paid concerning
financing activities
Subtotal of cash out-flow from
financing activity
150264593.54 123568402.11
Net cash flow arising from financing
activity
-7264593.54 66431597.89
IV. Influence on cash and cash
equivalents due to fluctuation in
exchange rate
V. Net increased amount of cash and
cash equivalent
-15819251.91 -32809152.34
Add: Balance of cash and cash
equivalents at the period -begin
77991738.05 110800890.39
VI. Balance of cash and cash
equivalents at the period -end
62172486.14 77991738.05
7. Statement of Changes in Owners’ Equity (Consolidated)
Current period
In RMB
Item
Current period
Owners‘ equity attributable to parent company
Minorit
y
interests
Total
owner‘s
equity
Share
capital
Other equity
instrument
Capital
public
reserve
Less:
Invento
ry
shares
Other
compre
hensive
income
Reason
able
reserve
Surplus
public
reserve
Provisio
n of
general
risk
Retaine
d profit
Prefer
red
stock
Perpet
ual
capita
l
Other
securi
ties
I. Balance at the
end of the last year
29728
1600.
00
565226
274.51
29525
86.32
97798
595.80
34764
517.26
998023
573.89
Add:
Changes of
accounting policy
Error
correction of the
last period
Enterprise
combined under
the same control
Other
II. Balance at the
beginning of this
year
29728
1600.
00
565226
274.51
29525
86.32
97798
595.80
34764
517.26
998023
573.89
III. Increase/
Decrease in this
year (Decrease is
listed with ―-‖)
26422.
00
187331
.82
86736
726.90
14308
161.26
101258
641.98
(i)Total
comprehensive
income
26422.
00
86924
058.72
-78407
9.36
86166
401.36
(ii)Owners‘
devoted and
decreased capital
15092
240.62
15092
240.62
1．Common shares
invested by
owners
15092
240.62
15092
240.62
2. Capital invested
by holders of other
equity instruments
3. Amount
reckoned into
owners equity with
share-based
payment
4．Other
(III) Profit
distribution
187331
.82
-18733
1.82
1. Withdrawal of
surplus reserves
187331
.82
-18733
1.82
2. Withdrawal of
general risk
provisions
3. Distribution for
owners (or
shareholders)
4. Other
(IV) Carrying
forward internal
owners‘ equity
1. Capital reserves
conversed to
capital (or share
capital)
2. Surplus reserves
conversed to
capital (or share
capital)
3. Remedying loss
with surplus
reserve
4. Change amount
of defined benefit
plans that carry
forward retained
earnings
5. Other
(V) Reasonable
reserve
1. Withdrawal in
the report period
. Usage in the
report period
(VI)Other
IV. Current period
Balance at
period-end
29728
1600.
00
565226
274.51
26422.
00
31399
18.14
184535
322.70
49072
678.52
10992
82215.
87
Last period
In RMB
Item
Last period
Owners‘ equity attributable to parent company
Minorit
y
interest
s
Total
owner‘s
equity
Share
capital
Other equity
instrument
Capital
public
reserve
Less:
Invento
ry
shares
Other
compre
hensive
income
Reason
able
reserve
Surplus
public
reserve
Provisio
n of
general
risk
Retaine
d profit
Prefer
red
stock
Perpet
ual
capita
l
securi
ties
Other
I. Balance at the
end of the last year
29728
1600.
00
564192
605.51
29525
86.32
30935
823.12
13173
721.23
908536
336.18
Add:
Changes of
accounting policy
Error
correction of the
last period
Enterprise
combined under
the same control
Other
II. Balance at the
beginning of this
year
29728
1600.
00
564192
605.51
29525
86.32
30935
823.12
13173
721.23
908536
336.18
III. Increase/
Decrease in this
10336
69.00
66862
772.68
21590
796.03
89487
237.71
year (Decrease is
listed with ―-‖)
(i)Total
comprehensive
income
66862
772.68
-1081
203.97
65781
568.71
(ii)Owners‘
devoted and
decreased capital
22672
000.00
22672
000.00
1．Common shares
invested by
owners
22672
000.00
22672
000.00
2. Capital invested
by holders of other
equity instruments
3. Amount
reckoned into
owners equity with
share-based
payment
4．Other
(III) Profit
distribution
1. Withdrawal of
surplus reserves
2. Withdrawal of
general risk
provisions
3. Distribution for
owners (or
shareholders)
4．Other
(IV) Carrying
forward internal
owners‘ equity
1. Capital reserves
conversed to
capital (or share
capital)
. Surplus reserves
conversed to
capital (or share
capital)
3. Remedying loss
with surplus
reserve
4. Change amount
of defined benefit
plans that carry
forward retained
earnings
5．Other
(V) Reasonable
reserve
1. Withdrawal in
the report period
2. Usage in the
report period
(VI) Other
10336
69.00
10336
69.00
IV).Current period
Balance at
period-end
29728
1600.
00
565226
274.51
29525
86.32
97798
595.80
34764
517.26
998023
573.89
8. Statement of Changes in Owners’ Equity (Parent Company)
Current period
In RMB
Item
Current period
Share
capital
Other equity instrument
Capital
public
reserve
Less:
Inventory
shares
Other
comprehe
nsive
income
Reasonab
le reserve
Surplus
public
reserve
Retaine
d profit
Total
owner‘s
equity
Preferre
d stock
Perpetu
al
capital
securiti
es
Other
I. Balance at the
end of the last year
297281
600.00
5620328
51.23
2952586
.32
-13728
62.05
8608941
75.50
Add: Changes
of accounting
policy
Error
correction of the
last period
Other
II. Balance at the
beginning of this
year
297281
600.00
5620328
51.23
2952586
.32
-13728
62.05
8608941
75.50
III. Increase/
Decrease in this
year (Decrease is
listed with ―-‖)
187331.8
2
19918
712.36
2010604
4.18
(i)Total
comprehensive
income
20106
044.18
2010604
4.18
(ii)Owners‘
devoted and
decreased capital
1．Common shares
invested by
owners
2. Capital invested
by holders of other
equity instruments
3. Amount
reckoned into
owners equity with
share-based
payment
4．Other
(III) Profit
distribution
187331.8
2
-18733
1.82
1. Withdrawal of
surplus reserves
187331.8
2
-18733
1.82
2. Distribution for
owners (or
shareholders)
3．Other
(IV) Carrying
forward internal
owners‘ equity
1. Capital reserves
conversed to
capital (or share
capital)
2. Surplus reserves
conversed to
capital (or share
capital)
3. Remedying loss
with surplus
reserve
4. Change amount
of defined benefit
plans that carry
forward retained
earnings
5．Other
(V) Reasonable
reserve
1. Withdrawal in
the report period
2. Usage in the
report period
(VI) Other
IV. Current period
Balance at
period-end
297281
600.00
5620328
51.23
3139918
.14
18545
850.31
8810002
19.68
Last period
In RMB
Item
Last period
Share
capital
Other equity instrument
Capital
public
reserve
Less:
Inventory
shares
Other
comprehe
nsive
income
Reasonab
le reserve
Surplus
public
reserve
Retaine
d profit
Total
owner‘s
equity
Preferre
d stock
Perpetu
al
capital
securiti
es
Other
I. Balance at the
end of the last year
297281
600.00
5609991
82.23
2952586
.32
-55254
452.82
8059789
15.73
Add: Changes
of accounting
policy
Error
correction of the
last period
Other
II. Balance at the
beginning of this
year
297281
600.00
5609991
82.23
2952586
.32
-55254
452.82
8059789
15.73
III. Increase/
Decrease in this
year (Decrease is
listed with ―-‖)
1033669
.00
53881
590.77
5491525
9.77
(i)Total
comprehensive
income
53881
590.77
5388159
0.77
(ii)Owners‘
devoted and
decreased capital
1．Common shares
invested by
owners
2. Capital invested
by holders of other
equity instruments
. Amount
reckoned into
owners equity with
share-based
payment
4．Other
(III) Profit
distribution
1. Withdrawal of
surplus reserves
2. Distribution for
owners (or
shareholders)
3．Other
(IV) Carrying
forward internal
owners‘ equity
1. Capital reserves
conversed to
capital (or share
capital)
2. Surplus reserves
conversed to
capital (or share
capital)
3. Remedying loss
with surplus
reserve
4. Change amount
of defined benefit
plans that carry
forward retained
earnings
5．Other
(V) Reasonable
reserve
1. Withdrawal in
the report period
. Usage in the
report period
(VI) Other
1033669
.00
1033669
.00
IV. Current period
Balance at
period-end
297281
600.00
5620328
51.23
2952586
.32
-13728
62.05
8608941
75.50
SHENZHEN TELLUS HOLDING CO. LTD.
Notes to Financial Statements
（For the Year Ended 31 December 2018 Expressed in RMB Yuan）
Ⅰ、 Corporation profile
1.Foundation of Tellus
The Chinese name of Tellus: 深圳市特力(集团)股份有限公司
The English name of Tellus: ShenZhen Tellus Holding Co.Ltd
Registered company addrss: Tellus Building level 3 Shuibei second Road Luohu Shenzhen City
Guangdong Province.Office address: the 15th Floor of Nuclear Building Shennan Road Futian District Shenzhen
Stock market: Shenzhen Stock Exchange
Name and code: Tellus A（000025）Tellus B（200025）
Legal representative：Fu Chunlong
The number of business license: 91440300192192210U
2. Theindustry characteristic and business scope with the main products or services
Theindustry characteristic：Theindustry of providing energy materials machinery and electronics
equipment
The business scope:automotive integrated services including the test of equipment maintenance property
leasing and management etc.The main products or services: sales of vehicles and accessories the maintenance and inspection of
vehicles and the services of property leasing etc.
3. The history of Tellus
Shenzhen Tellus Holding Company Limited (―the Company‖) was developed from the Shenzhen Tellus
Machinery Co.Ltd. which established on 11 October 1986. On 2nd January 1992 with the approval of
Shenzhen Municipal People‘s Government ―shen fu ban fu (1992) No. 1850‖ Shenzhen Tellus
Machinery Co.Ltd. reorganized to a public limited company and renamed to Shenzhen Tellus Machinery
Holding Company Limited. On 15 March 1993 with the approval of Bank of China Shenzhen branch
―Shen Ren Yin Fu Zi (1993) No.92‖ the Company issued the initial public registered shares and turned
into Limited Liability Company with the name of ―Tellus mechanical and electrical co. LTD Shenzhen‖.
At this moment the whole share capital is 166.88million shares including the original 120.9million
shares with 45.98million new shares. The new shares is divided into two parts one is RMB 25.98 million
ordinary shares (A shares) the other is special shares (B) RMB 20 million shares .In June 1993 Shenzhen securities management office was about to agree that ―Tellus mechanical and
electrical co. LTD Shenzhen―wasqualified to list in Shenzhenstock exchange market(shen zheng ban
fu[1993]34) and (shen zheng shi zi [1993]22).On 30 June 1994 the Company changed name to Shenzhen
Tellus Holding Company Limited with the approval of Shenzhen administrative bureau for industry and
commerce .On March 15 1993 with the approval of the branch of people‘s bank of China in shenzhen special
economic zone the group could issue A ordinary shares 25.98 million with B ordinary shares20 million
(shen ren yin fu zi (1993)092).On June 30 1994 with the approval of the shenzhen city administration
for industry and commerce Tellus mechanical and electrical co. LTD Shenzhen was renamed ShenZhen
Tellus Holding Co.Ltd
The capital structure of the Company at listing date：
Category Amount (share) Ratio（%）
1. Non-tradable shares
Include: State shares 120900000 72.45
Sub-total of non-tradable shares 120900000 72.45
2. Tradable shares
- A 25980000 15.57
- B 20000000 11.98
Sub-total tradable shares 45980000 27.55
Total 166880000 100.00
Change of capital structure after established:
（1）Issue bonus shares in 1993
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 RMB 0.5. The whole capital changed into 2002.56 million
shares.
On 22 April 1994，the Shenzhen Stock Management Office agreed about plan of distributing bonus .
After plan the company‘s capital structure changed as follows:
Category Amount（share） Ratio（%）
State - owned shares 145080000 72.45
Public shares 31176000 15.57
RMB special stock（B shares） 24000000 11.98
Total 200256000 100.00
（2）Issue bonus shares and increase capital in 1994
On 28 May 1995 the Group shareholder meeting agreed about plan of distributing bonus and increasing
capital. On the basis of 2002.56 million shares in the end of 1994 the Group distributed 0.5 of 10 shares
and give RMB 0.5 from every increasing 0.5 share capital. After the Group‘s share capital increased to
2202.816 million shares.
After plan the company‘s capital structure changed as follows:
Category Amount（share） Ratio（%）
State - owned shares 159588000 72.45
Public shares 34293600 15.57
RMB special stock（B shares） 26400000 11.98
Total 220281600 100.00
（3）Majority shareholder change in 1997
On 31
st
March 1997 with the approval of Shenzhen Municipal People‘s Government ―shen fu han (1997)
No. 19‖ and China Securities Regulatory Commission ―zheng jian han shang (1997) No. 5‖ Shenzhen
Investment Administrative Company transferred its 159588000 shares to Shenzhen Te Fa (Group)
Company Limited (hereinafter referred to as ―the Te Fa Group‖). The shares transferred represent 72.45%
of the total issued shares of the Company.
（4）The reform of listing non-tradable shares in 2006
In December 2005 shenzhen the State-owned Assets Supervision and Administration Commission
agreed about the plan of reforming non-tradable shares.
On 4
th
January 2006 Te Fa Group gave 13717440 shares to the holders of tradable shares of the
company in the A share market. After the split-share reform was completed it held 66.22% of the shares
capital of the Company.
After the split-share reform the company‘s capital structure changed as follows:
Category Amount（share） Ratio（%）
State - owned shares 145870560 66.22
Public shares 48011040 21.79
RMB special stock（B shares） 26400000 11.98
Total 220281600 100.00
(5) Private placement of RMB ordinary shares in 2015
According to the 19
th
special meeting of the 7
th
Board Meeting on April 21
st
2015 and the 4
th
stockholders‘ meeting on June 3
rd
2015 the Company private issued RMB ordinary shares (A shares)
77000000.00 shares to Shenzhen Tefa Group Co. and Shenzhen Yuanzhifuhai Jewerly Investment Co.
The total raising money is less than RMB 646800000.00 and it is all by cash.After plan the company‘s
capital structure changed as follows:
Category Amount Ratio（%）
State-owned legal person shares 151870560 51.09
Domestic public shares 119011040 40.03
RMB special shares (b share) 26400000 8.88
Total 297281600 100.00
（6）Shares reduction of controlling shareholders in 2016
According to Shares Reduction of Controlling Shareholders Announcement Shenzhen SDG co. LTD
reducted 2972537 circulation stocks with unrestricted in terms by concentrated bidding during May 4th
to May 31st in 2016 which accounts for 1% of total shares of the Company. On September 30th 2016
the Company received Notation of Compliment Shares Reduction Schedule of Tellus A from SDG
Company who reducted 2972767 circulation stocks with unrestricted in terms by concentrated bidding
during August 29th to September 29th in 2016 accounting for 1% of total shares of the Company. Up to
September 29th 2016 SDG Company had completed its shares reduction schedule.The company‘s capital
structure changed as follows:
Category Amount Ratio（%）
State-owned legal person shares 145925256 49.09
Domestic public shares 124956344 42.03
RMB special shares (b share) 26400000 8.88
Total 297281600 100.00
Till the end of 2018 the Company had issued 29728.16 million shares details in VI-32.
4. The scope of consolidation
There are 15 subsidiariesincluded in the 2018 consolidation scope details in notes8―the equity in other
entities‖. Compared with last year(2017) one entity is excluded to the consolidation scope.
5. The approval and the date of financial statements
The financial statements of the Company are authorized to be issued to the public on April 1st2019by the
Board of Directors.
Ⅱ、 Basis of Preparation
1. Basis of preparation
The financial statements of the Company have been prepared on the basis of going concern in conformity
with Chinese Accounting Standards for Business Enterprises and Accounting Systems for Business
Enterprises issued by the Ministry of Finance of People‘s Republic of China in February 2006 and
Accounting Standards (order No.33 of the Ministry of Finance announcedand order No.76 of the Ministry
of Finance revised ) and Compilation Rules for Information Disclosure by Companies Offering Securities
to the Public No.15—General Provisions on Financial Reports (2015 Revision) issued by the China
Securities Regulatory Commission (CSRC).
According to the relevant accounting regulations in Chinese Accounting Standards for Business
Enterprises the Group has adopted the accrual basis of accounting. Except for certain financial
instruments which are measured by at fair value the Group adopts the historical cost as the principle of
measurement in the financial statements. Where assets are impaired provisions for asset impairment are
made in accordance with relevant requirements.Ⅲ、 Statement of Compliance with Enterprise Accounting StandardsThe financial statements of the Group comply are recognized and measured in accordance with the
regulations in the Chinese Accounting Standards for Business Enterprises and they give a true and fair
view of the financial position business results and cash flow of the Group as of 31 December 2018. In
addition in all material respects the financial statements of the Company and the Group complywith the
revised disclosing requirements for financial statements and the notes ?Compilation Rules for Information
Disclosure by Companies Offering Securities to the Public No.15—General Provisions on Financial
Reports (2014 Revision)‘ issued by China Securities Regulatory Commission (CSRC) in 2014.Ⅳ、 Important Accounting Principles and Accounting Estimates
According to the Chinese Accounting standardsthe Group ensures the relevant accounting policies and
estimation by means of characteristics of subsidiaries. In terms of theexplanation of judgment and
estimation of important accounting policies made by Board of Directors details will be found in note
Ⅳ.29‖the important judgment and estimation‖.
1、 Accounting period
The accounting period of the Group is classified as annual period and interim period. Interim period
refers to the reporting period shorter than a complete annual period. The accounting period of the Group
is the calendar year from January 1 to December 31.
2、Operating Cycle
The normal operating cycle is referring to buying assets used into generating new products to sell
products and recollect monetary assets.
3、 Monetary Unit
Renminbi (RMB) is the currency of the primary economic environment in which the Group and its
domestic subsidiaries operate. Therefore the Group and its domestic subsidiaries choose RMB as their
functional currency. The Group adopts RMB to prepare its functional statements.
4、Basis of accounting
A business combination is a transaction or event that brings together two or more separate entities into
one reporting entity. Business combinations are classified into business combinations involving
enterprises under common control and business combinations not involving enterprises under common
control.
（1）Business combination involving entities under common control
A business combination involving enterprises under common control is a business combination in which
all of the combining enterprises are ultimately controlled by the same party or parties both before and
after the combination and that control is not transitory. For a business combination involving enterprises
under common control the party that on the combination date obtains control of another enterprise
participating in the combination is the absorbing party while that other enterprise participating in the
combination is a party being absorbed. Combination date is the date on which the absorbing party
effectively obtains control of the party being absorbed.The assets and liabilities obtained are measured at the carrying amount as recorded by the enterprise
being combined at the combination date. The differences between the carrying amount of the net assets
obtained and the carrying amount of consideration paid for the combination (or the total face value of
shares issued) is adjusted to the capital premium (or share premium) in the capital reserve. If the balance
of the capital premium (or share premium) is insufficient any excess is adjusted to retained earnings.The cost of a combination incurred by the absorbing party includes any costs directly attributable to the
combination shall be recognized as an expense through profit or loss for the current period when
incurred.
（2）Business combination involving entities not under common control
A business combination involving enterprises not under common control is a business combination in
which all of the combining enterprises are not ultimately controlled by the same party or parties both
before and after the business combination. For a business combination not involving enterprises under
common control the party that on the acquisition date obtains control of another enterprise participating
in the combination is the acquirer while that other enterprise participating in the combination is the
acquiree. Acquisition date is the date on which the acquirer effectively obtains control of the acquiree.
For a business combination not involving enterprise under common control the combination cost
including the sum of fair value at the acquisition date of the assets given liabilities incurred or assumed
and equity securities issued by the acquirer. The intermediary expenses incurred by the acquirer in respect
of auditing legal services valuation and consultancy services etc. and other associated administrative
expenses attributable to the business combination are recognized in profit or loss when they are incurred.The transaction cost arose from issuing of equity securities or liability securities shall be initially
recognized as equity securities or liability securities.The contingent consideration related to the combination shall be booked as combination cost at the fair
value at the acquisition date. If within the 12 months after acquisition additional information can prove
the existence of related information at acquisition date and the contingent consideration need to be
adjusted goodwill can be offset. For a business combination achieved in stages that involves multiple
exchange transactions the equity interest in the acquiree previously held before the acquisition date
re-assessed at the fair value at the acquisition date with any differences between its fair value and its
carrying amount is recorded as investment income. The other comprehensive income of the acquiree
before the acquisition date relating to the previously held interest in the acquiree is transferred to
investment income. Combination cost is the aggregate of the carrying amount of the equity interest held
in the acquiree prior to the acquisition date and the fair value of the cost of the additional investment at
the acquisition date.
Combination cost of the acquirer‘s interest and identifiable net assets of the acquirer acquired through the
business combination shall be measured by the fair value at the acquisition date. Where the cost of
combination exceeds the acquirer‘s interest in the fair value of the acquiree‘s identifiable net assets the
difference shall be recognized as goodwill. Where the cost of combination is less than the acquirer‘s
interest in the fair value of the acquiree‘s identifiable net assets the difference shall be accounted for
according to the following requirements: (i) the acquirer shall reassess the measurement of the fair values
of the acquiree‘s identifiable assets liabilities and contingent liabilities and measurement of the cost of
combination; (ii) if after that reassessment the cost of combination is still less than the acquirer‘s interest
in the fair values of the acquiree‘s identifiable net assets the acquirer shall recognize the remaining
difference immediately in profit or loss for the current period.Where the temporary difference obtained by the acquirer was not recognized due to inconformity with
the conditions applied for recognition of deferred income tax if within the 12 months after acquisition
additional information can prove the existence of related information at acquisition date and the expected
economic benefits on the acquisition date arose from deductible temporary difference by the acquiree can
be achieved relevant income tax assets can be recognized and goodwill offset. If the goodwill is not
sufficient the differences shall be recognized as profit of the current period.
Apart from above the differences shall be taken into profit or loss of the current period if the recognition
of deferred income tax assets is related to the combination.
5、Preparation of consolidated financial statements
（1）The scope of consolidated financial statements
The scope of consolidation in the consolidated financial statements is determined on the basis of control.
Control is the power to govern the financial and operating policies of an enterprise so as to obtain
benefits from its operating activities. The scope of consolidation includes the Group and all of the
subsidiaries. Subsidiary is an enterprise or entity under the control of the Group.
（2）Preparation of the consolidated financial statements
The subsidiary of the Group is included in the consolidated financial statements from the date when the
control over the net assets and business decisions of the subsidiary is effectively obtained and excluded
from the date when the control ceases. For a subsidiary disposed of by the Group the operating results
and cash flows before the date of disposal (the date when control is lost) are included in the consolidated
income statement and consolidated statement of cash flows as appropriate. For a subsidiary disposed
during the period no adjustment is made to the opening balance of the consolidated financial statements.
For a subsidiary acquired through a business combination not under common control the operating
results and cash flows from the acquisition (the date when the control is obtained) are included in the
consolidated income statement and consolidated statement of cash flows as appropriated; no adjustment
is made to the opening balance and comparative figures in the consolidated financial statements. Where a
subsidiary was acquired during the reporting period through a business combination involving
enterprises under common control the financial statements of the subsidiaries are included in the
consolidated financial statements. The results of operations and cash flow are included in the
consolidated balance sheet and the consolidated income statement respectively based on their carrying
amounts from the date that common control was established and the opening balances and the
comparative figures of the consolidated financial statements are restated.When the accounting period or accounting policies of a subsidiary are different from those of the Group
the Group makes necessary adjustments to the financial statements of the subsidiary based on the Group‘s
own accounting period or accounting policies. Where a subsidiary was acquired during the reporting
period through a business combination not under common control the financial statements was
re-conciliated on the basis of the fair value of identifiable net assets at the date of acquisition. Intra-group
balances and transactions and any unrealized profit or loss arising from intra-group transactions are
eliminated in preparing the consolidated financial statements.Minority interest and the portion in the net profit or loss not attributable to the Group are presented
separately in the consolidated balance sheet within shareholders‘ equity and net profit. Net profit or loss
attributable to minority shareholders in the subsidiaries is presented separately as minority interest in the
consolidated income statement below the net profit line item. When the amount of loss for the current
period attributable to the minority shareholders of a subsidiary exceeds the minority shareholders‘ portion
of the opening balance of owners‘ equity of the subsidiary the excess is allocated against the minority
interests.When the Group loses control of a subsidiary due to the disposal of a portion of an equity investment or
other reasons the remaining equity investment is re-measured at its fair value at the date when control is
lost. The difference between 1) the total amount of consideration received from the transaction that
resulted in the loss of control and the fair value of the remaining equity investment and 2) the carrying
amounts of the interest in the former subsidiary‘s net assets immediately before the loss of the control is
recognized as investment income for the current period when control is lost. The amount recognized in
other comprehensive income in relation to the former subsidiary‘s equity investment is reclassified as
investment income for the current period when control is lost. The retained interest is subsequently
measured according to the rules stipulated in the ―Chinese Accounting Standards for Business Enterprises
No.2—Long-term equity investment‖ or ―Chinese Accounting Standards for Business Enterprises
No.22—Determination and measurement of financial instruments‖ . Details in Note Ⅳ. 9 ―Financial
instruments‖ or Note Ⅳ.13 ‖Long-term equity investments ‖.
Control is the foundation of ensuring the scope financial statements. Control is referring to the power of
controlling investee via the relevant investing activities with changeable returns and of influencing to
change values of them. The consolidation scope refers to the group and subsidiaries. Subsidiary is entity
of the controlled party.
From the day of acquiring the equity and actual control of management decisions it should be in the
scope vice versa. As for the subsidiary of disposition the assets and monetary flow should be included
into the consolidated financial statements not adjusting the opening balance. Under the non-same control
surrounding the operating results and cash flows have been included in the consolidated financial
statements properly and accurately with no adjustment of the opening balance.Under the same control
surrounding the operating results and cash flows have been included in the consolidated financial
statements properly and accurately with adjustment of the opening balance.When making financial statements if the period of the group and the subsidiary is different we should
necessarily adjust the subsidiary‘ period in accordance with the group‘s. As for the non-same control
subsidiaries the values at acquisition date will be applied when adjusting.The values all major transactions in the group and unrealized profits should be offsetin the preparation of
consolidated financial statements.It should be listed individually when the entity of subsidiaries have non-controlling shares. Furthermore
if there are share belonging to the non-controlling shareholders we should classify it as ―Non-controlling
interests‖. If there is a loss in the investment of non-controlling shareholders we still list the loss in the
category of ―Non-controlling interests‖.When losing the control power of subsidiesbecause of deposing partial share capital for the remaining
values it will be recalculated. The sum of consideration at acquisition date minus the original equity held
by the group with the relevant route the difference should be listed into current investment outcome. The
comprehensive income relevant to subsidiaries should be used the same accounting methods to measure.
Besides for the remaining share capital it should be measured by the accounting standards of NO.2
andNO.22 details will be found in noteⅣ.9 or noteⅣ.13.It is necessary to distinguish how to lose the control power: for a package of transactions or not. The
following would suggest whether affected by a package of transactions：①fair and equal；②the result of
the entire trasanction could be accomplished by the transaction；③the transaction happens depends on the
other；④it will be considered as a whole when measuring the economic results details will be found in
noteⅣ.13.(2)④.
6．Joint Venture
Joint venture refers to an arrangement controlled be two or more than two parties. The group will divide
joint venture into joint management and joint ventures in accordance with the standards.Joint venture is
the arrangement of acquiringbenefits .The equity method will be used into the calculation details will be found in noteⅣ.13（2）②.
As a party of joint venture we should ensure the assets and liabilities individually; besides revenues and
costs of production and sales.If selling or buying assets the group should only ensure gain or loss which belonged to the other
partiesparticipated in joint venture accounting standards—8.
7. Cash and Cash equivalent
Cash and cash equivalents of the Group include cash on hand ready usable deposits and investments
having short holding term (normally will be due within three months from the day of purchase) with
strong liquidity and easy to be exchanged into certain amount of cash that can be measured reliably and
have low risks of change.
8. Foreign exchange
（1）Translation in foreign exchange transactions
The foreign currency transactions are recorded on initial recognition in the functional currency byapplying the spot exchange rate on the date of the transaction （an exchange rate that approximates theactual spot exchange rate on the date of transaction）. The exchange of foreign currency and transactions
related to the foreign exchange are translated at the spot exchange rate.
（2）Translation of monetary foreign currency and non-monetary foreign currency
At the balance sheet date foreign currency monetary items are translated using the spot exchange rate at
the balance sheet date. All the exchange differences thus resulted are taken to profit or loss except for ①
those relating to foreign currency borrowings specifically for construction and acquisition of qualifying
assets which are capitalized in accordance with the principle of capitalization of borrowing costs. ②The
exchange difference from changes of other account balance of foreign currency monetary items
available-for-trade is recorded into profit or loss except for amortized cost.Non-monetary foreign currency items measured at historical cost shall still be translated at the spot
exchange rate prevailing on the transaction date and the amount denominated in the functional currency
is not changed. Non-monetary foreign currency items measured at fair value are translated at the spot
exchange rate prevailing at the date when the fair values are determined. The exchange difference thus
resulted are recognized in profit or loss for the current period or as capital reserve.
9、Financial instruments
（1）Determination of financial assets and liabilities‘ fair value
Fair value is the amount for which an asset could be exchanged or a liability settled between
knowledgeable willing parties in an arm‘s length transaction. For a financial instrument which has an
active market the Group uses quoted price in the active market to establish its fair value. The quoted
price in the active market refers to the price that can be regularly obtained from exchange market
agencies industry associations pricing authorities; it represents the fair market trading price in the actual
transaction.
For a financial instrument which does not have an active market the Group establishes fair value by
using a valuation technique. Valuation techniques include using recent arm‘s length market transactions
between knowledgeable willing parties reference to the current fair value of another instrument that is
substantially the same discounted cash flow analysis and option pricing models.
（2）Classification recognition and measurement of financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date
basis. On initial recognition the Group‘s financial assets are classified into one of the four categories
including financial assets at fair value though profit or loss held-to maturity investments loans and
receivables and available-for-trade financial assets. A financial asset is recognized initially at fair value.In the case of financial assets at fair value through profit or loss relevant transaction costs are
immediately charged to the profit and loss of the current period; transaction costs relating to financial
assets of other categories are included in the amount initially recognized.
① Financial assets at fair value through profit or loss:
Including financial assets held-for-trade and financial assets designated at fair value through profit or
loss.
Financial asset held-for-trade is the financial asset that meets one of the following conditions:
A. the financial asset is acquired for the purpose of selling it in a short term;
B. the financial asset is a part of a portfolio of identifiable financial instruments that are collectively
managed and there is objective evidence indicating that the enterprise recently manages this portfolio for
the purpose of short-term profits;
C. the financial asset is a derivative except for a derivative that is designated and effective hedging
instrument or a financial guarantee contract or a derivative that is linked to and must be settled by
delivery of an unquoted equity instrument (without a quoted price from an active market) whose fair
value cannot be reliably measured. For such kind of financial assets fair values are adopted for
subsequent measurement.
Financial asset is designated on initial recognition as at fair value through profit or loss only when it
meets one of the following conditions:
A. the designation eliminates or significantly reduces the inconsistency in the measurement or
recognition of relevant gains or losses that would otherwise arise from measuring the financial
instruments on different bases.
B. a group of financial instruments is managed and its performance is evaluated on a fair value basis
and is reported to the enterprise‘s key management personnels. Formal documentation regarding risk
management or investment strategy has prepared.
Financial assets at fair value through profit or loss are subsequently measured at the fair value. Any gains
or losses arising from changes in the fair value and any dividends or interest income earned on the
financial assets are recognized in the profit or loss.② Investment held-to maturity
Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and
fixed maturity that an entity has the positive intention and ability to hold to maturity. Such kind of
financial assets are subsequently measured at amortized cost using the effective interest method. Gains or
losses arising from derecognition impairment or amortization are recognized in profit or loss for the
current period.
Effective interest rate is the rate that exactly discounted estimated future cash flows through the expected
life of the financial asset or financial liability or where appropriate a shorter period to the net carrying
amount of the financial asset or financial liability.When calculating the effective interest rate the Group shall estimate future cash flow considering all
contractual terms of the financial asset or financial liability without considering future credit losses and
also consider all fees paid or received between the parties to the contract giving rise to the financial asset
and financial liability that are an integral part of the effective interest rate transaction costs and
premiums or discounts etc.③ Loans and receivables
Loans and receivables are non-derivative financial assets with fixed determinable payment that are not
quoted in an active market. Financial assets classified as loans and receivables by the Group include note
receivables account receivables interest receivable dividends receivable and other receivables.Loans and receivables are subsequently measured at amortized cost using the effective interest method.Gain or loss arising from derecognition impairment or amortization is recognized in profit or loss.
④ Financial assets available-for-trade
Financial assets available-for-trade include non-derivative financial assets that are designated on initial
recognition as available for trade and financial assets that are not classified as financial assets at fair
value through profit or loss loans and receivables or investment held-to-maturity.
Financial assets available-for-trade are subsequently measured at fair value and gains or losses arising
from changes in the fair value are recognized as other comprehensive income and included in the capital
reserve except that impairment losses and exchange differences related to amortized cost of monetary
financial assets denominated in foreign currencies are recognized in profit or loss until the financial
assets are derecognized at which time the gains or losses are released and recognized in profit or loss.Interests obtained and dividends declared by the investee during the period in which the financial assets
available-for-trade are held are recognized in investment gains.
（3）Impairment of financial assets
The Group assesses at the balance sheet date the carrying amount of every financial asset except for the
financial assets that measured by the fair value. If there is objective evidence indicating a financial asset
may be impaired a provision is provided for the impairment.The Group makes an impairment test for a financial asset that is individually significant. For a financial
asset that is not individually significant it is included in a group of financial assets with similar credit
risk characteristics and collectively assessed for impairment [or individually assessed for impairment]. If
no objective evidence of impairment incurs for an individually assessed financial asset (whether the
financial asset is individually significant or not individually significant) it is included in a group of
financial assets with similar credit risk characteristics and collectively assessed for impairment. Assets for
which an impairment loss is individually recognized is not included in a group of financial assets with
similar credit risk characteristics and collectively assessed for impairment.① Impairment on held-to maturity investment loans and receivables
The financial assets measured by cost or amortized cost write down their carrying value by the estimated
present value of future cash flow. The difference is recorded as impairment loss. If there is objective
evidence to indicate the recovery of value of financial assets after impairment and it is related with
subsequent event after recognition of loss the impairment loss recorded originally can be reversed. The
carrying value of financial assets after impairment loss reversed shall not exceed the amortized cost of the
financial assets without provisions of impairment loss on the reserving date.② Impairment loss on available-for-trade financial assets
When decision is made with all related factors on whether the fall of fair value investment of an equity
instrument available-for-trade is significant or non-transient it indicates impairment of such equity
instrument investment in which ―significant‖ means over 20% of fall in fair value and ―non-transient‖
means over 12 months of subsequent fall.When an available-for-trade financial asset is impaired the cumulative loss arising from declining in fair
value that had been recognized in capital reserve shall be removed and recognized in profit or loss. The
amount of the cumulative loss that is removed shall be difference between the acquisition cost with
deduction of recoverable amount less amortized cost current fair value and any impairment loss on that
financial asset previously recognized in profit or loss.If after an impairment loss has been recognized there is objective evidence that the value of the financial
asset is recovered and it is objectively related to an event occurring after the impairment loss was
recognized the initial impairment loss can be reversed and the reserved impairment loss on
available-for-trade equity instrument is recorded in the profit or loss the reserved impairment loss on
available-for-trade debt instrument is recorded in the current profit or loss.The equity instrument where there is no quoted price in an active market and whose fair value cannot be
reliably measured or impairment loss on a derivative asset that is linked to and must be settled by
delivery of such an unquoted equity instrument shall not be reversed.
（4）Recognition and measurement of financial assets transfer
The Group derecognizes a financial asset when one of the following conditions is met:
) the rights to receive cash flows from the asset have expired;
2) the enterprise has transferred its rights to receive cash flows from the asset to a third party under a
―pass-through‖ arrangement;
3) the enterprise has transferred its rights to receive cash flows from the asset and either (a) has
transferred substantially all the risks and rewards of the asset or (b) has neither transferred nor retained
substantially all the risks and rewards of the asset but has transferred control of the asset.If the enterprise has neither retained all the risks and rewards from the financial asset nor control over the
asset the asset is recognized according to the extent it exists as financial asset and correspondent liability
is recognized. The extent of existence refers the level of risk by the financial asset changes the enterprise
is facing.
For a transfer of a financial asset in its entirety that satisfies the derecognition criteria (a). the carrying
amount of the financial asset transferred; and (b) the sum of the consideration received from the transfer
and any cumulative gain or loss that had been recognized in other comprehensive income is recognized
in profit or loss.If a part of the transferred financial asset qualifies for derecognition the carrying amount of the
transferred financial asset is allocated between the part that continues to be recognized and the part that is
derecognized based on the relative fair value of those parts. The difference between (a) the carrying
amount allocated to the part derecognized; and (b) the sum of the consideration received for the part
derecognized and any cumulative gain or loss allocated to the part derecognized which has been
previously recognized in other comprehensive income is recognized in profit or loss.
（5）Classification and measurement of financial liabilities
The Group‘s financial liabilities are on initial recognition classified into financial liabilities at fair value
through profit or loss and other financial liabilities. For financial liabilities at fair value through profit or
loss relevant transaction costs are immediately recognized in profit or loss for the current period and
transaction costs relating to other financial liabilities are included in the initial recognition amounts.
①Financial liabilities measured by the fair value and the changes recorded in profit or loss
The classification by which financial liabilities held-for-trade and financial liabilities designed at the
initial recognition to be measured by the fair value follows the same criteria as the classification by which
financial assets held-for-trade and financial assets designed at the initial recognition to be measured by
the fair value and their changes are recorded in the current profit or loss.
For the financial liabilities measured by the fair value and changes recorded in the profit or loss fair
values are adopted for subsequent measurement. All the gains or losses on the change of fair value and
the expenses on dividends or interests related to these financial liabilities are recognized in profit or loss
for the current period.②Other financial liabilities
Derivative financial liabilities that linked with equity instruments which do not have a quoted price in an
active market and their fair value cannot be measured reliably is subsequently measured by cost Other
financial liabilities are subsequently measured at amortized cost using the effective interest method.Gains or losses arising from derecognition or amortization are recognized in profit or loss for the current
period.
（6）Derecognition
The Group derecognizes a financial liability (or part of it) when the underlying present obligation (or part
of it) is discharged or cancelled or has expired. An agreement between the Group (an existing borrower)
and existing lender to replace original financial liability with a new financial liability with substantially
different terms is accounted for as an extinguishment of the original financial liability and the recognition
of a new liability.When the Group derecognizes a financial liability or a part of it it recognizes the difference between the
carrying amount of the financial liability (or part of the financial liability) derecognized the consideration
paid (including any non-cash assets transferred or new financial liabilities assumed) in profit or loss.
（7）Derivatives and embedded derivatives
Derivatives in the relevant contract are initially recorded at fair value and subsequent valuesmeasure at
fair value.
（8）Offsetting financial assets and financial liabilities
When the group has a legal right that is currently enforceable to set off the recognized financial assets
and financial liabilities and intends either to settle on a net basis or to realize the financial asset and
settle the financial liability simultaneously a financial asset and a financial liability shall be offset and the
net amount is presented in the balance sheet. Except for the above circumstances financial assets and
financial liabilities shall be presented separately in the balance sheet and shall not be offset.
（9） Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Group after
deducting all of its liabilities. The consideration received from issuing equity instruments net of
transaction costs are added to owners‘ equity.
All types of distribution (excluding stock dividends) made by the Group to holders of equity instruments
are deducted from owners‘ equity. The Group does not recognize any changes in the fair value of equity
instruments.
10、Account receivables
The account receivable by the Group includes account receivables and other receivables.
（1）Criteria for recognition of bad debts:
The Company carries out an inspection on the balance sheet date. Where there is any objective evidence
proving that the receivables have been impaired an impairment provision shall be made:
①A serious financial difficulty occurs to the issuer or debtor;
②The debtor breaches any of the contractual stipulations for example fails to pay or delays the payment
of interests or the principal etc.;
③The debtor will probably become bankrupt or carry out other financial reorganizations;
④ Other objective evidences showing the impairment of the receivables.
（2）Method for bad debts provision
① Provisions of bad debts in account receivables that is individually significant.The Group treats account receivables over RMB 1000000 and other receivables over RMB 500000
as individually significant items.
For an account receivable that is individually significant the asset is individually assessed for
impairment and the amount of impairment is recognized in profit or loss if there is objective evidence of
impairment is included in a group of financial assets with similar credit risk characteristics and
collectively assessed for impairment. An account receivable for which an impairment loss is individually
recognized is not included in a group of account receivables with similar credit risk characteristics and
collectively assessed for impairment.② Provisions of bad debts in account receivables that individually insignificant items with similar credit
risk characteristics that have significant risk:
A．Evidence of credit risk characteristics
Whether the financial asset is individually significant or not individually significant it is included in
a group of financial assets with similar credit risk characteristics and collectively assessed for
impairment. Such credit risk reflects the repayment of all due amount under the contract and is related to
the estimation of future cash flow expected to be derived from the assets.
Evidence of portfolios：
Items Evidence of portfolios
Aging portfolios Use the aging of account receivables as credit risk characteristics
B．Provision by credit risk characteristics
During the group impairment test the amount of bad debts provisions is determined by the assessed
result from the experience of historical loss and current economic status and the existing loss in the
estimated account receivables according to the set of account receivables and credit risk characteristic.Provisions for difference portfolios：
Item Method of provision
Aging portfolios Provision by Aging
a. Provision by Aging analysis
Aging Accounts receivable（%） Other receivables（%）
Within 1 year(inclusive) No provision No provision
1-2 years (inclusive) 5 5
2-3 years (inclusive) 20 20
Over 3 years 50 50
③ Provisions of bad debts that is individually insignificant.The Group treats account receivables under RMB 1000000 and other receivables under RMB 500000
as individually insignificant items.
For the account receivables not individually significant the Group assesses the account receivables
individually for impairment when are of following characteristics: if there is objective evidence
indicating the impairment the impairment loss is recognized at the difference between the present value
of future cash flow less the carrying amount and provision is made accordingly. For example account
receivables with related parties; account receivables under litigations or arbitrations or account
receivables with obvious indication that debtor cannot fulfill the obligation of repayment.
（3）The reversal of bad debts provision
If there is objective evidence of recovery in value of account receivables and the recovery can be
related to an event occurring after the impairment was recognized the previously recognized
impairment loss is reversed and recognized in profit or loss. However the reversal shall not result in
a carrying amount that exceeds what the amortized cost would have been had the impairment loss not
been recognized at the date the impairment is reversed.
11、Inventories
（1）Classification of inventory
The Group‘s inventory mainly include raw materials goods in stock work-in-progress and low value
consumables etc.
（2）Valuation method of inventories upon delivery
Inventories are initially carried at the actual cost and delivered at the value by weighted average method.The low value consumables and packaging should be amortized in equal installment.
（3）Basis for determining net realizable value of inventories and provision methods for decline in value
of inventories
Net realizable value is the estimated selling price in the ordinary course of business less the estimated
costs of completion the estimated costs necessary to make the sale and relevant taxes. Net realizable
value is determined on the basis of clear evidence obtained and takes into consideration the purpose of
holding inventories and effect of post balance sheet events.
At the balance sheet date inventories are measured at the lower of the cost and net realizable value. If the
net realizable value is below the cost of inventories a provision for decline in value of inventories is
made. The provision for inventories decline in value is normally determined by the difference of the cost
of individual item less its realizable value.
After the provision for decline in value of inventories is made if the circumstances that previously
caused inventories to be written down below cost no longer exist so that the net realizable value of
inventories is higher than their cost the original provision for decline in value is reversed and the reversal
is included in profit or loss for the period.
（4）Inventory system is maintained for stock system.
12. Held-to-maturity investmentd
Held-to-maturity investments are initially measured at fair value (deducting bond interest that has
matured but not yet been retrieved) plus relevant transaction costs when acquired. Interest income is
recognized as investment income based on the amortized cost and effective interest rate. If differences
between the effective interest rate and coupon rate is negligible the coupon rate is applicable. The actual
interest rate is determined upon acquisition and remains unchanged during the expected remaining period
or a shorter period if applicable. Differences between the proceeds and book values of the investments
are recognized as investment income on disposal.If an asset could be sold under the normal conditions with precise decisions from directors of board in an
irrevocable agreement in one year then it would be regarded as held-to maturity asset. The method of
calculation is no deprecation or amortization from the beginning-holding-day instead of choosing the
lower one between book value and fair value minus disposal expenses. If the disposable asset is an asset
group under the accounting standards 8 and the goodwill will be divided into this asset group then it
should be included the goodwill.It should be disclosed individually when it is classified as held-to-maturity asset. If it is classified as the
liability connecting to the asset group it should also list separately.
13、Long-term equity investments
The term of long-term equity investments refers to the investment which has control joint venture and
significant influence over the investees. If the group does not have control joint venture and significant
influence over the investees then it should be classified as available-for-sale financial asset or the asset
measured at fair value and recorded into the profits and losses of the current financial assets details will
be found in notes4.9‖Financail Instruments‖.The term ―joint control‖ refers to the contractually agreed sharing of control over an economic activity
which exists only when the investing parties involved in the economic activity reach a consensus on
sharing control over critical financial and operating policies concerning that activity. An entity which is
subject to joint control by the investor and other parties is their joint venture.
（1）Determination of investment cost
For a business combination involving enterprises under common control the initial investment cost of the
long-term equity investment shall be carrying value of the absorbing party‘s share of the owners‘ equity
of the party being absorbed at the date of combination. For a business combination not involving
enterprise under common control the combination cost including the sum of fair value at the acquisition
date of the assets given liabilities incurred or assumed and equity securities issued by the acquirer. The
intermediary expenses incurred by the acquirer in respect of auditing legal services valuation and
consultancy services etc. and other associated administrative expenses attributable to the business
combination are recognized in profit or loss when they are incurred. Transaction fee of equity securities
or debt securities issued by purchaser‘s business combination should be calculated in initializing
confirming amount of equity securities or debt securities.The equity investments other than the long-term equity through combination shall be initially measured
by cost. The cost shall be recognized to the difference in the way of acquisition of long-term equity
investment. Theses ways include the cash purchase price the Group actually paid the fair value of equity
security issued by the Group value specified in the investment contract or agreement the fair value or
carrying value of the asset out in the transaction of non-monetary asset exchanges and the fair value of
the long-term equity investment. Other direct cost tax and necessary expenses related to the acquisition
of long-term equity investment are recognized in investment cost.
（2）Subsequent measurement
Cost method shall be adopted in a long-term equity investment where the investing enterprise does not
have common control or significant influence over the investee the investment is not quoted in an active
market and its fair value cannot be measured reliably. Where an investing enterprise can exercise
common control or significant influence over the investee a long-term investment shall be accounted for
using the equity method. When an investing enterprise can no longer exercise joint control or common
control nor significant influence over the investee and its fair value cannot be measured reliably a
long-term investment shall be counted as financial asset ready-for trade.
A long-term equity investment where cost method is adopted in the Company‘s financial statements can
exercise controls over the investee.
① Cost method of accounting for long-term equity investments
Under the cost method a long-term equity investment is measured at initial investment cost. Except for
cash dividends or profits declared but not yet paid that are included in the price or consideration actually
paid upon acquisition of the long-term equity investment investment income is recognized in the period
in accordance with the attributable share of cash dividends or profit distributions declared by the investee.
② Equity method of accounting for long-term equity investments
Where the initial investment cost of a long-term equity investment exceeds the investing enterprise‘s
interest in the fair values of the investee‘s identifiable net assets at the time of acquisition no adjustment
shall be made to the initial investment cost. Where the initial investment cost of a long-term equity
investment is less than the investing enterprise‘s interest in the fair values of investee‘s identifiable net
assets at the time of acquisition the difference shall be charged to profit or loss for the current period and
the cost of the long-term equity investment shall adjusted accordingly.Under the equity method the Group recognizes its share of the net profit or loss of the investee for the
period as investment income or loss for the period. The Group recognizes it share of the investee‘s net
profit or loss based on the fair value of the investee‘s individual separately indentible assets etc. at the
acquisition date after making appropriate adjustments to confirm with the Group‘s accounting policies
and accounting period. Unrealized profits or losses resulting from the Group‘s transactions with its
associates and joint ventures are recognized as investment income or loss to the extent that those
attributable to the Group‘s equity interest are eliminated. However unrealized losses resulting from the
Group‘s transactions with its investees on the transferred assets in accordance with "Accounting
Standards for Enterprises No. 8 - Impairment of Assets" are not eliminated. Changes in owners‘ equity of
the investee other than net profit or loss are correspondingly adjusted to the carrying amount of the
long-term equity investment and recognized as other compressive income which is included in the
capital reserve.When the investee is recognized net losses reduce the carrying value of long-term equity investments
and long-term equity of net investment (in substance) in investee to zero. In addition the Group has the
obligations on additional losses then the expected obligation as estimated liabilities and included in the
current investment losses. Where the net profit from investee units restoration confirm the amount of
revenue sharing after offset the amount of unrecognized loss sharing.
For long-term equity investments in associates and joint ventures which had been held by the Group
before its first time adoption of Accounting Standards for Business Enterprises in 01-01-2007 where the
initial investment cost of a long-term equity investment exceeds the Group‘s interest in the investee‘s net
assets at the time of acquisition the excess is amortized and is recognized in profit or loss on a straight
line basis over the original remaining life.
③ Acquisition of minority interest
The difference between newly increased equity investment due to acquisition of minority interests and
portion of net asset cumulatively calculated from the acquisition date is adjusted as capital reserve. If the
capital reserve is not sufficient to absorb the difference the excess are adjusted against returned earnings.
④ Disposal of long-term equity investment
Where the parent company disposes long-term investment in a subsidiary without a change in control the
difference in the net asset between the amount of disposed long-term investment and the amount of the
consideration paid or received is adjusted to the owner‘s equity. If the disposal of long-term investment in
a subsidiary involves loss of control over the subsidiary the related accounting policies in NoteⅣ.5
applies.
(3) The accounting methods described at consolidated financial statements
On disposal of a long-term equity investment the difference between the proceeds actually received and
receivable and the carrying amount is recognized in profit or loss for the period.
For along-term equity investment accounted for using the equity method the amount included in the
owners‘ equity attributable to the percentage interest disposed is transferred to profit or loss for the
period.
For any retained interest it shall be subsequently measured according to the related accounting policies in
regard of long-term equity investments or financial assets as described above if its carrying amount is
recognized as long-term equity investments or other related financial assets. Retroactive adjustment is
made on the basis of relevant policies if the retained interests are settled from cost method to equity
method.Recognition of investee under common control or significant influence
Control is the power to govern the financial and operating policies of an enterprise so as to obtain
benefits from its operating activities. Common control is the contractually agreed sharing of control over
an economic activity and exists only when the strategic financial and operating decisions relating to the
activity require the unanimous consent of the parties sharing control. Significant influence is the power to
participate in the financial and operating policy decisions of the investee but is not control or joint control
over those policies. When determining whether an investing enterprise is able to exercise control or
significant influence over an investee the effect of potential voting rights of the investee held the
investing enterprise or other parties that are currently exercisable or convertible shall be considered.The group would lose the power of control over subsidiaries gradually via multiple transactions. If it is a
package of transactions then every transaction would be treated as lose control power. The difference of
disposable value and carrying amount would be regarded as other comprehensive profits until the power
is certainly ensured that the group lost the power of control.
14、Investment properties
Investment property is property held to earn rental or for capital appreciation or both. It includes a land
use right that is leased out a land use right held for transfer upon capital appreciation and a building that
is leased out.The investment properties shall be initially measured in light of their cost when getting it and make a
follow-up measurement to the investment real estate through the cost pattern on the date of the balance
sheet. The test method of depreciation or impairment of the buildings is the same as fixed assets the test
method of depreciation or impairment of the land use rights is the same as intangible assets.The details of assess method and impairment provision for investment properties are in Note4.20
―Impairment of non-current non-financial assets‖.Where an investment property is disposed or no longer in use permanently and no economic benefits
shall be obtained from the disposal derecognized the investment property. The income from sale transfer
or disposal of the investment property is recorded in the profit or loss after deduction of its carrying
amount and related tax.、Fixed assets
（1）The conditions of recognition
Fixed assets refers to the tangible assets that are held for the sake of producing commodities rendering
labor service renting or business management and their useful life is in excess of one fiscal year.
（2）The method for depreciation
Fixed assets are stated at cost and consider the impact of expected costs of abandoning the initial
measurement. From the following month of state of intended use the straight-line method is used for
different categories of fixed assets to take depreciation. The recognition of the classification useful life
and estimated residual rate are as follows:
Category Expected useful life
Estimated residual value
（%）
Depreciation
（%）
Building & construction 35 3 2.77
Machines & equipments 12 3 8.08
Vehicles 7 3 13.86
Electronic appliances 7 3 13.86
Office and other equipment 7 3 13.86
Private housing renovation
costs
10 0 10.00
Expected net residual value of fixed assets is the balance of the Group currently obtained from the
disposal of the asset less the estimated costs of disposal amount assuming the asset is out of useful life
and state the expected service life in the end.
（3） Measurement and recognition of fixed assets
Impairment and provisions of fixed assets are disclosed on Note Ⅳ.20 ―Long-term assets impairment‖.
（4）Others
A fixed asset is recognized only when the economic benefits associated with the asset will probably flow
to the Company and the cost of the asset can be measured reliably. Subsequent expenditure incurred for a
fixed asset that meet the recognition criteria shall be included in the cost of the fixed asset and the
carrying amount of the component of the fixed asset that is replaced shall be derecognized. Otherwise
such expenditure shall be recognized in profit or loss in the period in which they are incurred.The revenue from selling or transferring or disposing a fixed asset is booked into profit and loss after
deduction of carrying value and related tax.The Group conducts a review of useful life expected net realizable value and depreciation methods of the
fixed asset at least on an annual base. Any change is regarded as change in accounting estimates.
16、Construction in progress
Construction in progress is measured at its actual cost. The actual costs include various construction
expenditures during the construction period and other relevant costs. Construction in progress is
transferred to a fixed asset when it is ready for intended use.Testing method for provision impairment of construction in progress and accrued method for provision
impairment please refer toNote Ⅳ.20 ―Long-term assets impairment‖.
17、Borrowing costs
The borrowing costs shall include interests on borrowings amortization of discounts or premiums on
borrowings ancillary expenses and exchange balance on foreign currency borrowings. Where the
borrowing costs incurred to an enterprise can be directly attributable to the acquisition and construction
or production of assets eligible for capitalization it shall be capitalized and recorded into the costs of
relevant assets. Other borrowing costs shall be recognized as expenses on the basis of the actual amount
incurred and shall be recorded into the current profits and losses.Where funds are borrowed for a specific-purpose the amount of interest to be capitalized is the actual
interest expense incurred on that borrowing for the period less any bank interest earned from depositing
the borrowed funds before being used on the asset or any investment income on the temporary investment
of those funds. Where funds are borrowed for a general-purpose the amount of interest to be capitalized
on such borrowings is determined by applying a weighted average interest rate to the weighted average of
the excess amounts of accumulated expenditure on the asset over and above the amounts of
specific-purpose borrowings. During the capitalization period exchange differences related to a
specific-purpose borrowing denominating in foreign currency are all capitalized. Exchange differences in
connection with general-purpose borrowings are recognized in profit or loss in the period in which they
are incurred.
Assets qualified for capitalization are the fixed assets investment properties or inventories which need a
long time of construction or production activities before ready for intended used or sale. Capitalization of
borrowing costs is suspended during periods in which the acquisition construction or production of a
qualifying asset is interrupted by activities other than those necessary to prepare the asset for its intended
use or sale when the interruption is for a continuous period of more than 3 months. Borrowing costs
incurred during these periods recognized as an expense for the current period until the acquisition
construction or production is resumed.
18、Intangible assets
（1）Recognition and calculation of intangible asset
The term ―intangible asset‖ refers to the identifiable non-monetary assets without physical shape
possessed or controlled by enterprises.The intangible assets are initially measured by its cost. Expenses related to intangible assets if the
economic benefits related to intangible assets are likely to flow into the enterprise and the cost of
intangible assets can be measured reliably shall be recorded as cost of intangible assets. The
expenses other than this shall be booked in the profit or loss when they occur.Land use rights that are purchased by the Group are accounted for as intangible assets. Buildings such as
plants that are developed and constructed by the Group and relevant land use rights and buildings
are accounted for as intangible assets and fixed assets respectively. Payments for the land and
buildings purchased are allocated between the land use rights and the buildings; if they cannot be
reasonably allocated all of the land use rights and buildings are accounted for as fixed assets.When an intangible asset with a definite useful life is available for use its original cost is amortized over
its estimated useful life using the straight-line method. An intangible asset with an indefinite useful
life is not amortized.
For an intangible asset with a definite useful life the Group reviews the useful life and amortization
method at the end of the period and makes adjustment when necessary. An additional review is also
carried out for useful life of the intangible assets with indefinite useful life. If there is evidence
showing the foreseeable limit period of economic benefits generated to the enterprise by the
intangible assets then estimate its useful life and amortize according to the policy of intangible assets
with definite useful life.
（2）Research and Development expenditures
The expenditures of the internal research could be divided into two phrases: a research phrase and a
development phrase.The expenditures happened during research phrase should be regarded as the current profit and loss.In the
research phase of an internal project an entity cannot demonstrate that an intangible asset exists that
will generate probable future economic benefits. Therefore this expenditure is recognised as an
expense when it is incurred.
An intangible asset arising from development (or from the development phase of an internal project) shall
be recognised if and only if an entity can demonstrate all of the following:
(a) the technical feasibility of completing the intangible asset so that it will be available for use or sale;
(b) its intention to complete the intangible asset and use or sell it;
(c) how the intangible asset will generate probable future economic benefits. Among other things the
entity can demonstrate the existence of a market for the output of the intangible asset or the
intangible asset itself or if it is to be used internally the usefulness of the intangible asset;
(d) the availability of adequate technical financial and other resources to complete the development and
to use or sell the intangible asset;
(e) its ability to measure reliably the expenditure attributable to the intangible asset during its
development.
（3）Methods of impairment assessment and determining the provision for impairment losses of
intangible assets
Testing method for provision impairment of intangible assets and accrued method for provision
impairment please refer to Note Ⅳ.20 ―Long-term assets impairment‖.
19、Long-term prepaid expenses
Long-term prepaid expenses represent expenses incurred that should be borne and amortized over the
current and subsequent period together of more than one year. Long-term prepaid expenses are amortized
by using straight line method.
20、Long-term assets impairment
On each balance sheet date the Group will make judgments to determine whether there are signs for
impairment to the fixed assets construction in progress definite intangible assets investment
properties& equity investment in subsidiaries& joint ventures& jointly run business measured using the
cost method etc. non-current and non-financial assets. If there are signs for impairment the impairment
should be tested by estimating the recoverable amount. Goodwill indefinite intangible assets and
intangible assets having not reached the usable condition should be yearly tested for impairment no
matter whether there are signs for impairment.The result of impairment test demonstrates that the recoverable amount is less than its carrying amount
the difference will be recorded as provision for impairment and debited as impairment loss. The
recoverable amount equals to the greater of 1)fair value less disposal expenses and 2) present value of the
predicted future cash flows.The fair value of the assets is determined by the sale contract price of fair trade; When there are no sale
contracts but exist active market the fair value will be determined with the quotation from the buyer;
When there exist neither sale contracts nor active market the assets fair value will be determined by the
best information available.The disposal expenses include the legal expenses related taxes delivery fees and other direct fees
incurred for making the assets reach the salable condition. The present value of the predicted future cash
flows is calculated according to the predicted future cash flows generated from the continuous use of the
assets and final disposal discounted with the applicable discounted rate. The provision for impairment
test should be recognized based on the individual asset. If it is hard to estimate the recoverable amount to
individual asset the recoverable amount of the assets group of which the individual assets are included
should be determined. Assets group is the smallest unit that can independently generate the cash inflow.
For the goodwill separately displayed on the financial statement when making the impairment test the
carry value of the goodwill should be allocated to assets group or the group of assets group predicted to
be benefit from the synergistic effect from the enterprises combination. When the rest result shows that
the recoverable of the assets group or the group of assets group having been allocated with the relevant
goodwill is less than the carrying amount the related impairment loss should be recognized. The
impairment losses will firstly reduce the book value of the goodwill allocated and then reduce the book
value of each asset of the assets group or the group of assets group according to the percentage of each
asset to the assets group or the group of assets group beside the goodwill.The impairment loss of the above assets would not be reversed back once they are recognized.
21.Employee benefits
Employee benefits payable shall be recognized as liabilities in the accounting periods during which the
employees provide services to the Group. They are all forms of consideration given by an entity in
exchange for service rendered by employees or for the termination of employment: short-term employee
post-employment benefits and other long-term employee benefits.Short-term employee benefits include items such as the following if expected to be settled wholly before
twelve months after the end of the annual reporting period in which the employees render the related
services:
(a) wages salaries and social security contributions;
(b) paid annual leave and paid sick leave;
(c) profit-sharing and bonuses; and
(d) non-monetary benefits (such as medical care housing cars and free or subsidised goods or services)
for current employees.Post-employment benefits include items such as the following:
(a) retirement benefits (pensions and lump sum payments on retirement);
(b) other post-employment benefits such as post-employment life insurance and post-employment
medical care.In the event that the Group terminates the employment relationship with employees unilaterally before
the end of the employment contracts or offers to compensate the employees in order to encourage them
to accept voluntary redundancy if the Company has formally formulated plans for termination of the
employment relationship or offer for voluntary redundancy and the plans will be implemented shortly
afterwards compensations for redundancy shall be recognized as estimated liabilities and charged to
profit or loss for the current period.The plan for early retirement of employees shall be treated in the same way as the above compensations
for redundancy. The salaries and social insurance premiums paid by the Company to employees subject
to early retirement during the period from termination of service provision to normal retirement shall be
recognized as estimated liabilities and charged to profit or loss for the current period (compensations for
redundancy).
22.Accrued liabilities
Accrued liabilities (or Provisions) are recognized when following obligations related to a contingency are
satisfied simultaneously. They are (a) such obligation is the present obligation of the Group (b)it is
probable that an outflow of economic benefits will be required to settle the obligation and (c) the amount
of the obligation can be measured reliably.The amount recognized as a provision is the best estimate of the consideration required to settle the
present obligation at the balance sheet date taking into account factors pertaining to a contingency such
as risks uncertainties and time value of money.Where all or some of the expenditure required to settle a provision is expected to be reimbursed by a third
party the reimbursement is recognized as a separate asset only when it is virtually certain that
reimbursement will be received and the amount of reimbursement recognized does not exceed the
carrying amount of the provision.
(1) Onerous contracts
An onerous contract is a contract in which the unavoidable costs of meeting the obligations under the
contract exceed the economic benefits expected to be received under it. The exceeding part over the
assets in the contract shall be recognized as a provision when an executor contract becomes an onerous
contract and the obligation arising under the onerous contract satisfies the requirements of provisions.
(2) Restructuring Obligation
The amount of a restructuring provision shall be recognized by the total direct expenditures arising from
the restructuring when the enterprise has a detailed formal plan for the restructuring and a public
announcement of the plan has been made for restructuring and above requirements for the provision
mentioned above are satisfied.
[For the restructuring obligation carried for the portion of business for sale the obligation related to the
restructuring can only be recognized when the Group has committed for the sales of portion of the
business (signing the selling agreement with termination)
23. Revenue
（1）Revenue from sales of goods
The Group has transferred to the buyer the significant risks and rewards of ownership of the goods; the
Group retains neither continuing managerial involvement to the degree usually associated with ownership
nor effective control over the goods sold; the associated costs incurred or to be incurred can be measured
reliably.The group sales vehicles as the main transaction so sales‘ revenue should be ascertained after ensuring
accept cash or the right to collect cash or cash equivalents.
（2）Revenue from services
When the outcome of a transaction involving the rendering of services can be estimated reliably at the
balance sheet date revenue associated with the transaction is recognized using the percentage of
completion method or otherwise the revenue is recognized to the extent of costs incurred that are
expected to be recoverable. The stage of completion of a transaction for rendering services is determined
based on [survey of work performed / services performed to the date of as a percentage of total services
to be performed / the proportion that costs incurred to date bear to the estimated total costs of the
transaction]
The outcome of a transaction involving rendering of services can be estimated reliably when all of the
following conditions are satisfied:
1) the amount of revenue can be measured reliably;
2) it is probable that the associated economic benefits will flow to the Group;
3) the stage of completion of the transaction can be measured reliably;
4) the costs incurred and to be incurred for the transaction can be measured reliably.
If the outcome of a transaction involving rendering of services cannot be estimated reliably the revenue
is recognized by the cost incurred and estimated compensation and the actual cost is booked into profit
and loss. No revenue is recognized if the cost incurred cannot be recovered.
For contract or agreement entered between the Group and other enterprises with sales of goods and
rendering services if part of goods selling and the part of rendering service can be separated and
measured individually they are settled separately. If the part of goods selling and the part of rendering
service cannot be separated or they can be separated but cannot be measured individually the parts in the
contract shall be treated as goods of selling.
（3）Revenue from royalty revenue
According to the contract or agreement the revenue is recognized on an accrual basis.
（4）Revenue from interests
The amount of interest revenue should be measured and confirmed in accordance with the length of time
for which the enterprise's cash is used by others and the actual interest rate.
24. Government Grants
Government grants are transfer of monetary assets and non-monetary assets from the government to the
Group at no consideration excluding the capital invested by the government as equity owner.Government grant can be classified as grant related to the assets and grants related to the income.If a government grant is in the form of a transfer of a monetary asset it is measured at the amount
received or receivable. If a government grant is in the form of a non-monetary asset it is measured at fair
value. If the fair value cannot be reliably determined it is measured at a nominal amount. A government
grant measured at a nominal amount is recognized immediately in profit or loss for the period.
A government grant related to an asset is recognized as deferred income and evenly amortized to profit
or loss over the useful life of the related asset. For a government grant related to income if the grant is a
compensation for related expenses or losses to be incurred in subsequent period the grant is recognized
as deferred income and recognized in profit or loss over the periods in which the related costs are
recognized. If the grant is a compensation for related expenses or losses already incurred the grant is
recognized immediately in profit or loss for the period.
For repayment of a government grant already recognized if there is a related deferred income the
repayment is offset against the carrying amount of the deferred income and any excess is recognized in
profit or loss for the period. If there is no related deferred income the repayment is recognized
immediately in profit or loss for the period.
25. Deferred income tax assets and deferred income tax liabilities
At the balance sheet date deferred tax assets and liabilities are measured at the tax rates that are expected
to apply to the period when the asset is realized or the liability is settled according to the requirements of
tax laws. The measurement of deferred tax assets and deferred tax liabilities reflects the tax consequences
that would follow from the manner in which the Group expects at the balance sheet date to recover the
assets or settle the liabilities.
For temporary differences between the carrying amount of certain assets or liabilities and their tax base
or between the nil carrying amount of those items that are not recognized as assets or liabilities and their
tax base that can be determined according to tax laws deferred tax assets and liabilities are recognized
using the balance sheet liability method.
For temporary differences associated with the initial recognition of goodwill and the initial recognition of
an asset or liability arising from a transaction (not a business combination) that affects neither the
accounting profit nor taxable profits (or deductible losses) at the time of transaction no deferred tax asset
or liability is recognized.
For taxable temporary differences associated with investments in subsidiaries and associates and
interests in joint ventures no deferred income tax liability related is recognized except where the Group
is able to control the timing of reversal of the temporary difference and it is probable that the temporary
difference will not reverse in the foreseeable future.
All deferred income tax liabilities arising from taxable temporary differences except the ones mentioned
above are recognized.
For temporary deductible differences associated with the initial recognition of an asset or liability arising
from a transaction (not a business combination) that affects neither the accounting profit nor taxable
profits (or deductible losses) at the time of transaction no deferred tax asset is recognized.
For taxable temporary deductible differences associated with investments in subsidiaries and associates
and interests in joint ventures no deferred income tax asset related is recognized if it is impossible to
reversal the temporary difference in the foreseeable future or it is not probable to obtain taxable income
which can be used for the deduction of the temporary difference in the future.
Except mentioned above the Group recognizes other deferred income tax assets that can deduct
temporary differences to the extent that it is probable that taxable profits will be available against which
the deductible temporary differences can be utilized.
For the deductible losses and tax credit that can be carried forward deferred tax assets for deductible
temporary differences are recognized to the extent that it is probable that taxable profits will be available
against which the deductible temporary differences can be utilized.
At the balance sheet date deferred tax assets and liabilities are measured at the tax rates according to tax
lawsthat are expected to apply in the period in which the asset is realized or the liability is settled.
At the balance sheet date the Group reviews the carrying amount of deferred tax assets. If it is no longer
probable that sufficient taxable profit will be available in future periods to allow the benefits of the
deferred tax assets to be used the Group reduces the carrying amount of deferred tax assets. The amount
of such reduction is reversed when it becomes probable that sufficient taxable profit will be available.
26. Leases
(1) Operating Lease
①The Group as Lessee under Operating Lease
Lease payments under an operating lease are recognized by a lessee on a straight-line basis over the lease
term and either included in the cost of the related asset or charged to profit or loss for the current period.The contingent rents shall be recorded in the profit or loss of the period in which they actually arise.②The Group as Leaser under Operating Lease
Lease income from operating leases shall be recognized by the leaser in profit or loss on a straight-line
basis over the lease term. Initial direct cost of significance in amount shall be capitalized when incurred.If another basis is more systematic and rational that basis may be used. Contingent rents are credited to
profit or loss in the period in which they actually arise.
(2)Financing Lease
①The Group as Lessee under Operating Lease
For an asset that is held under a finance lease at the lease commencement the leased asset is recorded at
the lower of its fair value at the lease commencement and the present value of the minimum lease
payments and the minimum lease payment is recorded as the carrying amount of the long-term payables;
the difference between the recorded amount of the leased asset and the recorded amount of the payable is
accounted for as unrecognized finance charge Initial direct costs incurred by the lessee during the
process of negotiating and securing the lease agreement shall be added to the amount recognized for the
leased asset.The net amount of minimum lease payment deducted by the unrecognized finance shall be separated into
long-term liabilities and long-term liability within one year for presentation.Unrecognized finance charge shall be computed by the effective interest method during the lease term.
Contingent rent shall be booked into profit or loss when actually incurred.
②The Group as Leaser under Operating Lease
For an asset that is leased out under a finance lease the aggregate of the minimum lease receipts at the
inception of the lease and the initial direct costs is recorded as a finance lease receivable and
unguaranteed residual value is recorded at the same time; the difference between the aggregate of the
minimum lease receipt initial direct costs and unguaranteed residual value and the aggregate of their
present values is recognized as unearned finance income which is amortized using the effective interest
rate method over each period during the lease term.
Finance lease receivable less unearned finance income shall be separated into long-term liabilities and
long-term liability within one year for presentation.Unearned finance income shall be computed by the effective interest method during the lease term.
Contingent rent shall be credited into profit or loss in which actually incurred.
27.Other accounting policies and accounting estimates
(1) Termination of business
Refers to the termination of the operation to meet one of the following conditions have been part of the
company's disposal or classified as held for sale and capable of operating in the preparation of the
financial statements separately: the part represents an independent business or a major business area; the
part is part of the proposed disposal plans for a major business independent or a major business area; the
part is just to sell a subsidiary acquired.
(2) Repurchase of shares
The consideration and transaction costs paid in the share repurchase to reduce the shareholders' equity
repurchase transfer or cancellation of the shares of the company does not recognize gains or losses.Transfer of stock according to the actual amount of money received and the difference between the
carrying amount of the stock included in the capital reserve capital surplus is not reduced the reduction
of surplus reserve and undistributed profits. The cancellation of treasury shares according to the face
value of the stock and cancellation of shares less equity according to the difference between the carrying
amount and the par value of treasury shares canceled reducing capital surplus capital surplus is not
enough to offset offset the surplus reserve and undistributed profit.
(3)Asset Securitization
The company will be part of the assets ("trust") securities assets trust to the special purpose entity the
entity to investors is the priority of asset-backed securities the company holding subprime asset-backed
securities subprime assets in support of the priority of asset-backed securities principal and interest
payments before the end of may not transfer securities. The company's assets as service providers
providing asset maintenance and daily management asset disposal plan annual formulation formulation
and implementation of asset disposal program signed an agreement to dispose of assets and asset
services regularly compile reports and other services; at the same time as the company liquidity support
mechanism the priority of asset-backed securities principal has not been repaid in full supply flow
support to make up the difference between the interest or principal. After the payment of the trust
property trust taxes and related expenses priority for payment of priority asset-backed securities principal
all principal and interest payments remaining after the trust property as subprime asset-backed securities
gains owned by the company. The company retains all the risks and rewards of trust property so not to
confirm the termination of the trust property; at the same time the company has actual control of the
special purpose entity has to be included in the scope of consolidated financial statements.
28. Changes in major accounting policies and accounting estimates
(1) Changes of accounting policies
①Changes of accounting policy resulting from the implementation of the new enterprise accounting
standards.On June 15 2018 the Ministry of Finance issued the Circular on Revising and Issuing the Format of
General Enterprise Financial Statements for 2018 (Accounting [2018] 15) which revised the Format of
General Enterprise Financial Statements. The Company shall execute the aforementioned notice in
accordance with the requirements of the Ministry of Finance.In accordance with the requirements of document [2018] 15 the company adjusts the presentation of the
following items in the financial statements and adjusts the comparative data of the comparable
accounting period accordingly:
The original "notes receivable" and "accounts receivable" items are incorporated into the newly added
"notes receivable and accounts receivable" items.The original items of "interest receivable" "dividend receivable" and "other receivables" are incorporated
into the items of "other receivables".The original "fixed assets liquidation" and "fixed assets" projects are incorporated into the "fixed assets"
project.The original project of "engineering materials" was merged into the project construction in process
The original "notes payable" and "accounts payable" items are incorporated into the newly added "notes
payable and accounts payable" items.The original "interest payable" "dividend payable" and "other accounts payable" items are combined into
"other accounts payable" items.The original "special payables" are merged into the "long-term payables" project.
A new "R&D cost" project is added. The R&D cost originally included in the "management cost" project
is listed separately as the "R&D cost" project.Under the item of "financial expenses" the detailed items of "interest expenses" and "interest income" are
shown.This change of accounting policy has no substantial impact on the total assets liabilities net assets and
net profits of the company in the current period and before the change of accounting policy.
(2)Changes of accounting estimates
There were no changes of main accounting estimations during this period.
29. Material accounting judgments and accounting estimations
Because of the inherent uncertainties of the operating activities the Group needs to make judgments
estimations and assumptions to the financial statement items whose carrying amount cannot be accurately
measured. Those judgments estimations and assumptions are made based on the management‘s historical
experience and taking other relevant factors into account. Those judgments estimations and assumptions
would influence the reported amount of revenue expense asset and liability and disclosure of the
contingency liability on the balance sheet date. However the actual result caused by the uncertainty of
these estimations may be different with the present estimation made by the management which may
cause significant adjustments to the carrying amount of the influenced assets and liabilities in the
future.The Group are making periodical review on the judgments estimations and assumptions mentioned
above based on the premise of going concern. For the changes of estimations that only influence the
current period the influenced amount will be recognized in the current period. For the changes of
estimations that not only influence the current period but also affect the future periods the influenced
amount will be recognized in the current period and future period.
As of the balance sheet date the material areas that need to be judged estimated and assumed are listed
below:
（1）Classification of lease
The Company classifies leases as operating lease and financing lease according to the rule stipulated in
the Accounting Standard for Business Enterprises No. 21--Leasing. The management shall make analysis
and judgment on whether the risks and rewards related to the title of leased assets has been transferred to
the leaser or whether the Company has substantially held the risks and rewards related to the ownership
of leased assets.
（2）The provision for allowance for bad debt
The Group applies the allowance method to estimate the bad debt according to the policy of accounts
receivable. The impairment of accounts receivable is based on the evaluation of accounts receivable‘s
possibility of collection. The difference between the actual result and the original estimation would
influence the accounts receivable‘s carrying value and cause the balance of allowance for bad debt to
increase or reverse back during the period when the estimation is changed.
（3）Provision for inventory
According to inventory accounting policy the ending inventory is measured by the lower of cost and net
realizable value. When the cost is greater than the net realizable value and the obsolete and unsalable
inventory the inventory falling price reserve shall be withdrawn. Reduce the inventory to the net
realizable value is based on the evaluation the salable of the inventory and its net realizable value.
Estimates of net realizable value are based on the most reliable evidence available at the time the
estimates are made and take into consideration the purpose for which the inventory is held and the
influences of events occurring after the balance sheet date. The difference between the actual result and
original estimation will influence the carrying amount of the inventory and cause the provision for
inventory to increase or reverse back during the period when the estimation is changed.
（4）The fair value of financial instrument
For the financial instrument lacking active trading market the Group will use several valuation methods
to make sure the fair value. The methods include the model to analyze the discounted cash flow etc. The
Group will evaluate the following aspects such as the future cash flow credit risk market volatility and
the relativity etc. and then choose the applicable discounted rate when making the evaluation. There are
uncertainties for the relevant assumptions whose changes will influence the fair value of financial
instrument.
（5）Provision for non-financial and non-current assets
The Group will make judgment on the non-current assets beside the financial assets about whether there
are signs for impairment on the balance sheet date. For the intangible assets whose life is uncertain when
there are signs for impairment it should be tested for impairment beside the yearly impairment test.Other non-current assets beside the financial statement when there are signs indicating that the carrying
value are unrecoverable it should be tested for impairment.When the carrying value of the asset or asset group is greater than the recoverable amount (i.e. the net
value of fair value less the cost of disposal and present value of the predicted future cash flow whichever
is higher) it indicates impairment.The net value of fair value less the cost of disposal is referred to the agreed sale price of similar assets
under fair trade or the observable market price less the incremental cost directly related with the disposal
of the assets.The Group need to make significant judgment to the output of assets (or assets group) sale price relevant
operating cost and the discounted rate when estimating the present value of future cash flows. The
Group will make use of any relevant material available when estimating the recoverable amount
including the prediction of the output sale price and relevant operating cost according to reasonable and
supportable assumptions.The Group will test the goodwill for impairment at least once a year which requires to estimate the
present value of the future cash flows of the assets and assets group allocated with the goodwill .When estimating the present value to the future cash flow the Group need to estimate the cash flows
generating from the assets and assets group and choose the applicable discount rate to determine the
present value.
（6）Depreciation and amortization
The Group use the straight-line method to depreciate and amortize the investment real estate fixed assets
and intangible assets within the useful life after taking into the consideration of the residual value. By the
way the amount of depreciation and amortization during the report period are determined. The useful life
is determined based on past experience and the predicted technical changes of similar assets. If there are
significant changes of previous estimations the depreciation and amortization would be adjusted in the
future periods.
（7）Deferred tax asset
To the degree that there are sufficient taxable profit to make up the deductible losses the Group will
recognize the deferred tax assets for the un-used deductible losses. It requires the management to apply
massive judgments to estimate the time and amount the taxable profits will generate in the future period
combining with the strategic of tax planning to determine the amount of deferred tax asset.
（8）Income tax
There are some uncertainties for some trades‘ ultimate tax treatment and calculation. Some items need the
determination from the tax authorities about whether they are deductible before tax or not. If the ultimate
tax determination are different with the originally estimated amount the difference will influence the
current period income tax and the deferred income tax when the tax determination are finally made.
（9）Accrued liabilities
According to the terms of the contract the existing knowledge and historical experience the product
quality assurance expected loss of contract liquidated damages such as the delay in the estimation and
preparation of the corresponding provision. In such contingencies has formed a present obligation and
fulfill the obligations are likely to result in an outflow of economic benefits from the company the
company or the best estimate there are items according to the performance of the current obligation
expenditure required confirmation of expected liabilities. The recognition and measurement of the
estimated liabilities are largely dependent on management's judgment. In the course of the judgment the
company shall assess the risks uncertainties and the time value of the currency.Ⅴ、 Principal Taxes AppliedTaxes and their rates
Category Taxable basis Tax rate
Value added tax (―VAT‖)
Rental income and water charges pay VAT on 5% and 3%
rate respectively Jewelleryautomobile and parts sales
auto repair and electric charges pay VAT on 17% rate
17% 6%
5% 3%
Category Taxable basis Tax rate
property management fee pay VAT on 6% rate. Tax base
is difference between out put tax and deductible input tax.
Construction tax Turnover tax 7%
Extra charges of education
funds
Turnover tax 3%
Local Educational charge Turnover tax 2%
Income tax Income tax payable 25%
*The applied rate in the group is 25% exceptShenzhen Xinyongtong Dongxiao Automobile Inspection
Equipment Co. Ltd.
Ⅵ、 Notes to the Consolidated Financial StatementsUnless specified the items of the Opening in the followings (including the notes to the Company
financial statements) refers to the date of January 1 2018 the Closing refers to the December 31 2018.
1、 Monetary assets
Items Closing balance Opening balance
Cash on hand 84099.49 119576.83
Cash in bank 169428161.20 161673641.73
Total 169512260.69 161793218.56
Up to December 31
st
2018 The company pays RMB 26664140.00 which is supervision fund to Luohu
District Urban Renewal Bureau of Shenzhen for upgrading and renovating the project of 03 plot of
Teli-Jimeng Gold Jewelry Industrial Park. The ownership of the supervision fund is limited.The opening
balance of the money which the ownership is limited worth RMB 20000000.00.
2、 Notes Receivable and Accounts Receivable
Items Closing balance Opening balance
Notes Receivable -- --
Accounts Receivable 86104660.51 44215236.68
Total 86104660.51 44215236.68
(1) Accounts receivable by categories
Items
Closing balance
Book balance Bad debt provision Carrying
amount Amount (%) Amount (%)
Accounts receivable of which provision
for bad debts is of individually
109050086.5
5
80.13 23367891.24 21.43 85682195.31
Items
Closing balance
Book balance Bad debt provision Carrying
amount Amount (%) Amount (%)
significant
The aging analysis of the receivables
that are grouped and impaired
422465.20 0.31 -- -- 422465.20
Accounts receivable of which provision
for bad debts is of individually
insignificant
26623447.77
19.56 26623447.77 100.00 --
Total
136095999.5
2
100.00 49991339.01 36.73 86104660.51（continued）
Items
Opening balance
Book balance Bad debt provision Carrying
amount Amount (%) Amount (%)
Accounts receivable of which provision
for bad debts is of individually
significant
65959038.60 70.59 22936980.76 34.77 43022057.84
The aging analysis of the receivables
that are grouped and impaired
1193178.84 1.28 -- -- 1193178.84
Accounts receivable of which provision
for bad debts is of individually
insignificant
26282070.64 28.13 26282070.64 100.00 --
Total 93434288.08 100.00 49219051.40 52.68 44215236.68
① Accounts receivables which has a significant closing balance to prepare bad-debt
Accounts receivables
Closing balance
Carrying
amount
Bad debt
provision
Ratio % Reason
Shenzhen Jinlu Trading Co.Ltd. 9846607.00 9846607.00 100.00 Uncertainly withdraw
Guangdong Zhanjiang Sanxing
Automobile Co.Ltd
4060329.44 4060329.44 100.00
The aging is too long to
collect
Changlong WANG
2370760.40 2370760.40 100.00 The aging is too long to
collect
Huizhou Jiandacheng Co.Ltd. 2021657.70 2021657.70 100.00 It is hardly to collect
Accounts receivables
Closing balance
Carrying
amount
Bad debt
provision
Ratio % Reason
Jiangling Automobile Factory
1191059.98 1191059.98 100.00 The aging is too long to
collect
Yangjiang Automobile Trading
Co.Ltd.
1150000.00 1150000.00 100.00 The aging is too long to
collect
Guangdong Province Commodity
Group
1862000.00 1862000.00 100.00 The aging is too long to
collect
Yueliang Xiao etc. 86547672.03
865476.72
1.00
Jewellery sales on
creditwithin credit period
Total amount
109050086.55
23367891.24 21.43
② Bad debt provision by aging
Aging
Closing balance
Carrying amount Bad debt provision Ratio（%）
Within 1 year 422465.20 -- --
Total 422465.20 -- --
(2)Recognisation recovery or reversal of provision for bad debts in 2018
The amount of provision for bad debts recognised during the year is RMB 775287.61.The amount of
provision for bad debtsreduced during the year changes in the scope of the merger is reversed
RMB3000.00.
(3) Top 5 entities with the largest balances of accounts receivable
Name of entities
Relationship with
the Group
Amount Age
Proportion of the
amount to the total
AR (%)
Shenzhen Jinlu Trading
Co.Ltd.
Un-related party 9846607.00 Over 3year 7.24
Debing deng Un-related party 4776037.79
Within 1
year
3.51
Guangdong Zhanjiang
Sanxing Antomobile Co.Ltd
Un-related party 4060329.44 Over 3year 2.98
Zhenghua xu Un-related party
3307431.83
Within 1
year
2.43
Guochan chen Un-related party
3217271.76
Within 1
year
2.36
Total 25207677.82 18.52
(4) Accountreceivables from which the financial instruments had been transferred
There is no situation happened in 2018 under this condition.
(5) The value of transferred accounts receivables changed into asset or liabilities
There is no situation happened in 2018under this condition.
3、Prepayments
(1) Aging analysis
Aging
Closing balance Opening balance
Amount (%) Amount (%)
Within 1 year 9092219.33 99.78 3717452.76 99.46
1-2 years -- -- -- --
2-3 years -- -- 20253.94 0.54
Over 3 years 20253.94 0.22 -- --
Total 9112473.27 100.00 3737706.70 100.00
(2) Top 5 entities with the largest balances of prepayments
The total amount of top five prepayments as at the end of current year is RMB8778008.42 accounting
for96.33%of the total advance to suppliers.
4、Other receivables
Items Closing balance Opening balance
Interest receivable 723407.50 221232.88
Dividends receivable 232683.74 779868.09
Other receivables 13527117.17 14819164.11
Total 14483208.41 15820265.08
(1) Interest receivable by categories
Category Closing balance Opening balance
Structural deposits 723407.50 221232.88
Total 723407.50 221232.88
（2）Dividends receivable
Items (or investees) Closing balance Opening balance
China Pufa Machinery Industrial Co.Ltd. -- 547184.35
Shenzhen Tefa Tellus Property Management Co.Ltd.
232683.74 232683.74
Total 232683.74 779868.09
（3）Other receivables
① Other receivables by categories
Category
Closing balance
Carrying amount Bad debt provision Carrying
Amount (%) Amount (%) amount
Other receivables of which provision
for bad debts is of individually
significant
39207653.44 58.15 39207653.44 100.00 --
The aging analysis of the other
receivables that are grouped and
impaired
17528573.90 26.00 4001456.73 22.83 13527117.17
Other receivables of which provision
for bad debts is of individually
insignificant
10688114.23 15.85 10688114.23 100.00 --
Total 67424341.57 100.00 53897224.40 79.94 13527117.17
(Continued)
Category
Opening balance
Carrying amount Bad debt provision Carrying
amount Amount (%) Amount (%)
Other receivables of which provision
for bad debts is of individually
significant
39192975.09 57.37 39192975.09 100.00 --
The aging analysis of the other
receivables that are grouped and
impaired
18393888.57 26.92 3574724.46 19.43 14819164.11
Other receivables of which provision
for bad debts is of individually
insignificant
10735208.95 15.71 10735208.95 100.00 --
Total 68322072.61 100.00 53502908.50 78.31 14819164.11
A、The significantindividuals in the end of year
Name of companies
Closing balance
Carrying
amount
Bad debt
provision
Ratio % Reason
Zhongqi Huanan Automobile Sales
Co.Ltd.
9832956.37 9832956.37 100.00
It is unexpected to collect
since the company has
gone
Shenzhen Nanfang Industry and Trade
Co.Ltd.
7359060.75 7359060.75 100.00
It is unexpected to collect
since the company has
Name of companies
Closing balance
Carrying
amount
Bad debt
provision
Ratio % Reason
gone
Shenzhen Zhonghao (Group) Co.Ltd. 5000000.00 5000000.00 100.00
Win the case this
company do not have asset
to pay.Jinbeili Household Company 2706983.51 2706983.51 100.00 It is too long to collect
Shenzhen Xinxingtai Trading Co.Ltd. 2418512.90 2418512.90 100.00
It is unexpected to collect
since the company has
gone
Shenzhen Petrochemical Group 1916063.53 1916063.53 100.00 It is unexpected to collect
Shenzhen Tefa Huatong Casing
Co.Ltd.
1212373.79 1212373.79 100.00
It is unexpected to collect
since the company has
gone
Shenzhen Jinhe Mould Co.Ltd. 1023560.00 1023560.00 100.00
It is unexpected to collect
since the company has
gone
Heyuan Dongfeng Technique Service
Station
930000.00 930000.00 100.00
It is unexpected to collect
since the company has
gone
Shenzhen Nuoer Electromechanical
Co.Ltd.
906024.60 906024.60 100.00 It is too long to collect
Shenzhen South Great Wall Investment
Co.Ltd.
819460.91 819460.91 100.00 It is uncertain to collect
Shenzhen Xiandao Chemical Materials
Co.Ltd.
660790.09 660790.09 100.00
It is unexpected to collect
since the company has
gone
Shenzhen Baodong Real Estate Co.Ltd. 609773.00 609773.00 100.00 It is too long to collect
Others 3812093.99 3812093.99 100.00 It is too long to collect
Total 39207653.44 39207653.44 100.00
B、Other receivables by aging balance
Aging
Closing balance
Carrying amount Bad debt provision Ratio(%)
Within 1 year 1281158.04 -- --
1-2 years 9012343.30 450617.17 5.00
Aging
Closing balance
Carrying amount Bad debt provision Ratio(%)
2-3 years 222322.41 44464.48 20.00
Over 3 years 7012750.15 3506375.08 50.00
Total 17528573.90 4001456.73 22.83
②Recognisation recovery or reversal of provision for bad debts in 2018
The amount of provision for bad debts recognised during this year is RMB603781.01. The amount of
recovered or reversed provision for bad debts during this year is RMB209465.11.③The classification of other receivables
Category
Carrying amount of closing
balance
Opening balance
Related-party 5005511.88 5043179.46
Others 62418829.69 63278893.15
Total 67424341.57 68322072.61
④At 31 December 2018 the top five debtors of other receivable balance:
Name of companies
the nature of
payment
Closing
balance
Age Ratio(%)
Bad-debt
closing
balance
Zhongqi Huanan Automobile
Sales Co.Ltd.intercourse
funds
9832956.37
Over 3
years
14.58 9832956.37
Chow tai fook jewellery
(shenzhen) co. LTD.intercourse
funds
8818962.96
Within 1-2
year
13.08 440948.15
Shenzhen Nanfang Industry
and Trade Co.Ltd.intercourse
funds
7359060.75
Over 3
years
10.91 7359060.75
Shenzhen Zhonghao (Group)
Co.Ltd.
intercourse
funds
5000000.00
Over 3
years
7.42 5000000.00
Shenzhen Kaifeng Automobile
Co. Ltd.
intercourse
funds
4413728.50
Over 3
years
6.55 2206864.25
Total 35424708.58 52.54 24839829.52
5、Inventory
(1) Categories of inventory
Items
Closing balance
Carrying amount
Provision for
inventories
Net carrying amount
Raw materials 15047710.72 14771812.17 275898.55
Items
Closing balance
Carrying amount
Provision for
inventories
Net carrying amount
Finished products 26169979.13 14103023.28 12066955.85
Total 41217689.85 28874835.45 12342854.40（continued）
Items
Opening balance
Carrying amount
Provision for
inventories
Net carrying amount
Raw materials 15289604.77 14771812.17 517792.60
Finished products 26225810.26 14097375.64 12128434.62
Total 41515415.03 28869187.81 12646227.22
(2) Provision for decline in value of inventories
Items Opening balance
Increased in 2018 Decreased in 2018
Closing balance
Withdraw Others Written-off Others
Raw materials 14771812.17 -- -- -- -- 14771812.17
Finished products 14097375.64 5647.64 -- -- -- 14103023.28
Total 28869187.81 5647.64 -- -- -- 28874835.45
(3) Reason of the change of bad-debt
Item Withdraw reason Written-off reason Resell reason
Finished products Realizable value is lower than the cost Products been sold
6、Assets held for sale
（1）Basic information on assets held for sale
Item
Closing
balance
fair value
Expected cost of
sale
Expected time of sale
non-current assets held for
sale
-- -- -- --
less:long-term equity
investment
85017251.77 -- -- --
Total 85017251.77 -- -- --
On December 12 2017 the thirteenth provisional meeting of the eighth board of directors and the third
provisional shareholders'meeting in 2017 the company passed the Bill on the Sale of 43% Equity of
Shenzhen Xinglong Machinery Mould Co. Ltd. and agreed to sell 43% of the equity of the company
through public listing. On June 15 2018 the company and Shenzhen Runhe Joint Investment
Development Co. Ltd. (short for "Runhe") signed the Contract for the Transfer of State-owned Property
Rights of Enterprises transferring 43% of the shares of Xinglong Company with RMB 28667 million
yuan. As of December 31 2018 the company has received a total of 1462.017 million yuan in the first
and second stages of equity transfer under the aforementioned equity transfer contract. According to the
provisions of the equity transfer contract the remaining equity transfer amount of 1404.683 million yuan
will be paid within one year (i.e. before June 14 2019) from the date of signing the contract.
According to the provisions of Accounting Standards for Enterprises No. 42 - Holding Non-Current
Assets Disposal Group and Termination of Operation for Sale the company will divide the balance of
long-term equity investment of Xinglong Company up to 30 June 2018 into holding assets for sale which
will not be accounted for by equity method after 30 June 2018.
7、Other current assets
Items Closing balance Opening balance
Deductible input tax 2032494.45 1082250.70
Financial products 330400000.00 218500000.00
Total 332432494.45 219582250.70
8、Available-for-sale financial assets
(1) Situation of available-for-sale financial assets
Items
Closing balance Opening balance
Book value
Impairment
loss
Net book
value
Book value
Impairment
loss
Net book
value
Available-for-sale
equity investments
18302857.2
0
8126240.00 10176617.20
18302857.2
0
8126240.0
0
10176617.2
0
Include：Measured
by faie value
-- -- -- -- -- --
Measured by cost
value
18302857.2
0
8126240.00 10176617.20
18302857.2
0
8126240.0
0
10176617.2
0
Total
18302857.2
0
8126240.00 10176617.20
18302857.2
0
8126240.0
0
10176617.2
0
(2) Closing balance of available-for-sale financial assets
Names
Carrying amount Provision for impairment
Ratio（%） Opening
balance
Increase
d
Decreased
Closing
balance
Opening
balance
Increased Decreased
Closing
balance
China Pufa Machinery
Industrial Co.Ltd.
10176617.2
0
-- --
10176617.2
0
-- -- -- -- 4.94
Shenzhen Jingwei
Industrial Co.Ltd.
4000000.00 -- -- 4000000.00 4000000.00 -- -- 4000000.00 12.50
Shenzhen (Moscow)
Co.Ltd.
825000.00 -- -- 825000.00 825000.00 -- -- 825000.00 7.00
Wuhan Weite Hotel 640000.00 -- -- 640000.00 640000.00 -- -- 640000.00
Shenzhen Petrochemical
Industry (Group) Co.Ltd.
700000.00 -- -- 700000.00 700000.00 -- -- 700000.00
100 thousand
stock
Shenzhen Shuntian
Vehicle Technology
Co.Ltd.
600000.00 -- -- 600000.00 600000.00 -- -- 600000.00 11.10
Shenzhen Jinhe Mould
Co.Ltd
453440.00 -- -- 453440.00 453440.00 -- -- 453440.00 15.00
Shenzhen Zhongqi
Training Center
600000.00 -- -- 600000.00 600000.00 -- -- 600000.00 6.25
Minilong 162000.00 -- -- 162000.00 162000.00 -- -- 162000.00 6.25
Rishen International
Co.Ltd
145800.00 -- -- 145800.00 145800.00 -- -- 145800.00 7.50
Total 18302857.2
0
-- --
18302857.2
0
8126240.00 -- -- 8126240.00
(3) Changes of impairment provision on available-for-sale financial assets
Items
Available-for-sale
equity instrument
Available-for-sale
liabilities instrument
Total
Opening balance 8126240.00 -- 8126240.00
Withdraw in 2018 -- -- --
including：from comprehensive
profits
-- -- --
Decreased in 2018 -- -- --
including：fair value of return back -- -- --
Closing balance 8126240.00 -- 8126240.00
9、Held-to-maturity investment
(1) Situation
Item
Closing balance Opening balance
Book value
Bad debt
provision
Net book
value
Book value
Bad debt
provision
Net book
value
National coupons 20000.00 20000.00 -- 20000.00 20000.00 --
Total 20000.00 20000.00 -- 20000.00 20000.00 --
10、Long-term receivables
(1) Situation
Items
Closing balance Opening balance Discou
nt Rate
Range Book value
Bad debt
provision
Net book
value
Book value
Bad debt
provision
Net
book
value
Other：
Long-term equity
2179203.6
8
2179203.6
8
--
2179203.6
8
2179203.6
8
--
including:
Shenzhen Tellus
Automobile Services
Chain Co.Ltd. *
2179203.6
8
2179203.6
8
--
2179203.6
8
2179203.6
8
--
total
2179203.6
8
2179203.6
8
--
2179203.6
8
2179203.6
8
--
Note：*This company is one of the joint companies the non-operating account receivable is actually the
net investment to Shenzhen Tellus Automobile Services Chain Co.Ltd. At 2018 Dec. 31
st
the liabilities
exceeds its assets and the owner‘s equity is negative. The book value of long-term receivables to
Shenzhen Tellus Automobile Service is zero. Considering the actual situation of this company which had
stopped operation we have already got 100% preparation for the bad-debt.
11、Long-term equity investments
Investee
Opening
balance
Change in 2017
Increasi-ng
investment
Decreas-in
g
investment
Investment
income under
equity-method
Adjustment
of
comprehensi
v-e profits
Other
changes
Ⅰ、Cooperative
enterprise
Shenzhen Tellus
Jimeng Investment
Co.Ltd.
56244276.84 -- -- 5794736.78 -- --
Shenzhen Tellus Xing
Investment Co.Ltd.
10863393.76 -- -- 390187.87 -- --
Total 67107670.60 -- -- 6184924.65 -- --
Ⅱ、Joint ventureShenzhen Xing Long
Mechanical Models
Co.Ltd. *Note
84792998.83 -- -- 224252.94 -- --
Shenzhen Tellus
Automobile Services
Chain Co.Ltd.
Shenzhen Ren fu Tellus
Automobiles Services
Co.Ltd.
84114516.50 -- -- 8588906.90 -- --
Shenzhen Automobile
Industrial Import and
Export Co.Ltd
8140473.84 -- -- -658303.56 -- --
Shenzhen Dongfeng
Automobile Co. Ltd.
39928427.51 -- -- 68711727.77 26422.00 --
Shenzhen Xinyongtong
Tenology Co.Ltd
380661.87 -- 380661.87 -- -- --
Investee
Opening
balance
Change in 2017
Increasi-ng
investment
Decreas-in
g
investment
Investment
income under
equity-method
Adjustment
of
comprehensi
v-e profits
Other
changes
Shenzhen Xinyongtong
Pump and
Environmental
Protection Co.Ltd
127836.59 -- -- -- -- --
Shenzhen Xinyongtong
Consulting Service
Co.Ltd.
41556.83 -- -- -- -- --
Shenzhen Xinyongtong
Automobile Service
Co.Ltd.
-- -- -- -- -- --
Shenzhen Xinyongtong
Dongxiao Automobile
Parts Sales Co.Ltd.-- -- -- -- -- --
Shenzhen Xinyongtong
Xinda Inspection
Eqiupment Co.Ltd
-- -- -- -- -- --
Hunan Changyang
Industrial
Co.Ltd.*Note①
1810540.70 -- -- -- -- --
Shenzhen Jiecheng
Electronic
Co.Ltd.*Note①
3225000.00 -- -- -- -- --
Shenzhen Xiandao
Chemical Materials
Co.Ltd.*Note①
4751621.62 -- -- -- -- --
China Automobile
Shenzhen Trading
Co.Ltd. *Note①
400000.00 -- -- -- -- --
Shenzhen General 500000.00 -- -- -- -- --
Investee
Opening
balance
Change in 2017
Increasi-ng
investment
Decreas-in
g
investment
Investment
income under
equity-method
Adjustment
of
comprehensi
v-e profits
Other
changes
Standard Co.Ltd.*Note
①
Shenzhen Torch Spark
Plug Industrial
Co.Ltd.*Note①
17849.20 -- -- -- -- --
Zhongqi South China
Automobile Sales
Co.Ltd. *Note①
2250000.00 -- -- -- -- --
Shenzhen Bailiyuan
Power Co.Ltd.*Note①
1320000.00 -- -- -- -- --
Shenzhen Yiming
Automobile Trading
Co.Ltd. *Note①
200001.10 -- -- -- -- --
Total
232001484.5
9
-- 380661.87 76866584.05 26422.00 --
Ⅲ、OthersShenzhen Hanli
Hi-technology
Ceramics
Co.Ltd.*Note *②
1956000.00 -- -- -- -- --
Nanfang Automobile
Repairing Center *Note
*②
6700000.00 -- -- -- -- --
Total 8656000.00 -- -- -- -- --
Total
307765155.1
9
-- 380661.87 83051508.70 26422.00 --（continued）
Investee Change in 2018 Closing balance Closing
Declaration of
cash dividends or
profits
Bad debt
provisio
n
Others
balance for
bad debt
provision
Ⅰ、Cooperative
enterprise
Shenzhen Tellus Jimeng
Investment Co.Ltd.-- -- -- 62039013.62 --
Shenzhen Tellus Xing
Investment Co.Ltd.-- -- -- 11253581.63 --
Total -- -- -- 73292595.25 --
Ⅱ、Joint ventureShenzhen Xing Long
Mechanical Models
Co.Ltd. *Note
-- -- -85017251.77 -- --
Shenzhen Tellus
Automobile Services
Chain Co.Ltd.
-- -- -- -- --
Shenzhen Ren fu Tellus
Automobiles Services
Co.Ltd.
52500000.00 -- -- 40203423.40 --
Shenzhen Automobile
Industrial Import and
Export Co.Ltd
-- -- -- 7482170.28 --
Shenzhen Dongfeng
Automobile Co. Ltd.
5000000.00 -- -- 103666577.28 --
Shenzhen Xinyongtong
Tenology Co.Ltd
-- -- -- -- --
Shenzhen Xinyongtong
Pump and Environmental
Protection Co.Ltd
-- -- -- 127836.59 127836.59
Shenzhen Xinyongtong
Consulting Service
Co.Ltd.
-- -- -- 41556.83 41556.83
Shenzhen Xinyongtong -- -- -- -- --
Investee
Change in 2018
Closing balance
Closing
balance for
bad debt
provision
Declaration of
cash dividends or
profits
Bad debt
provisio
n
Others
Automobile Service
Co.Ltd.
Shenzhen Xinyongtong
Dongxiao Automobile
Parts Sales Co.Ltd.-- -- -- -- --
Shenzhen Xinyongtong
Xinda Inspection
Eqiupment Co.Ltd
-- -- -- -- --
Hunan Changyang
Industrial Co.Ltd.*Note
①
-- -- -- 1810540.70 1810540.70
Shenzhen Jiecheng
Electronic Co.Ltd.*Note
①
-- -- -- 3225000.00 3225000.00
Shenzhen Xiandao
Chemical Materials
Co.Ltd.*Note①
-- -- -- 4751621.62 4751621.62
China Automobile
Shenzhen Trading
Co.Ltd. *Note①
-- -- -- 400000.00 400000.00
Shenzhen General
Standard Co.Ltd.*Note
①
-- -- -- 500000.00 500000.00
Shenzhen Torch Spark
Plug Industrial
Co.Ltd.*Note①
-- -- -- 17849.20 17849.20
Zhongqi South China
Automobile Sales
Co.Ltd. *Note①
-- -- -- 2250000.00 2250000.00
Shenzhen Bailiyuan
Power Co.Ltd.*Note①
-- -- -- 1320000.00 1320000.00
Investee
Change in 2018
Closing balance
Closing
balance for
bad debt
provision
Declaration of
cash dividends or
profits
Bad debt
provisio
n
Others
Shenzhen Yiming
Automobile Trading
Co.Ltd. *Note①
-- -- -- 200001.10 200001.10
Total 57500000.00 -85017251.77 165996577.00
14644406.0
4
Ⅲ、OthersShenzhen Hanli
Hi-technology Ceramics
Co.Ltd.*Note *②
-- -- -- 1956000.00 1956000.00
Nanfang Automobile
Repairing Center *Note *
②
-- -- -- 6700000.00 6700000.00
Total -- -- -- 8656000.00 8656000.00
Total 57500000.00 -85017251.77 247945172.25
23300406.0
4
Note：*①Companies have been withdrawn so we have recognised100% provision for the bad-debt.Note：*② Other details will be founded in Note VIII-1.Note：*③According to the provisions of Accounting Standards for Enterprises No. 42 - Holding
Non-Current Assets Disposal Group and Termination of Operation for Sale the company will divide the
balance of long-term equity investment of Xinglong Company up to 30 June 2018 into holding assets for
sale which will not be accounted for by equity method after 30 June 2018.
12、Investment properties
(1) Investment properties measured at cost
Items House Building Total
I. Original book value
1、Opening balance 161317125.12 161317125.12
2、Increased at this period 440708485.93 440708485.93
（1）Land premium 440708485.93 440708485.93
3、Decreased at this period
（1）Disposal -- --
Items House Building Total
4、Closing balance 602025611.05 602025611.05
II、Total accumulated depreciation and accumulatedamortization
1、Opening balance 88093612.91 88093612.91
2、Increased at this period 10009584.44 10009584.44
（1）Provisionor amortization 10009584.44 10009584.44
3、Decreased at this period
（1）Disposal -- --
4、Closing balance 98103197.35 98103197.35
III. Impairment allowance -- --
IV.Book value
1、Closing book value 503922413.70 503922413.70
2、Book value at year beginning 73223512.21 73223512.21
(2) There are no real estate investment of ownership or use-right restriction.
(3)the situation of real estate investment buildings without property certicificate up to December
31
st
2018.
Items Book value
The reasons of without property
certicificate
Shuibei Jewelry Building 434033268.61 Without settlement
Buxin 5.6.7 workshop corridor 17008.92 Reason left over by history
Building 12 Shaogang 19945.49 Reason left over by history
Twelfth Shop in Shaogang 62546.55 Reason left over by history
Third and Fourth Floors of
Tellus Building 5430314.32
Reason left over by history
Total 439563083.89
、Fixed assets
(1) List of fixed assets
Items House and buildings
Machinery
equipment
Transportation
equipment
Electronic equipment
Office
equipment and
others
Self-owned
housing
decoration
Total
I.Original book value
1、Opening balance 271013453.39 17133707.07 5543208.41 10793798.87 4142044.95 2697711.99 311323924.68
2、Increased at this period -- 752625.56 206203.85 691051.22 233555.39 -- 1883436.02
（1）Purchase -- 752625.56 206203.85 691051.22 233555.39 -- 1883436.02
3、Decreased at this period 4751291.12 6212258.98 662812.00 1827415.77 1523015.62 -- 14976793.49
（1）Disposal or scrap 4751291.12 6212258.98 662812.00 1827415.77 1523015.62 -- 14976793.49
4、Closing balance 266262162.27 11674073.65 5086600.26 9657434.32 2852584.72 2697711.99 298230567.21
II. Accumulated depreciation
1、Opening balance 153917272.35 13084301.89 3946918.48 8687439.96 3491998.99 2416329.26 185544260.93
2、Increased at this period 7142048.67 308857.21 357160.99 413651.93 152965.73 -- 8374684.53
（1）Provision 7142048.67 308857.21 357160.99 413651.93 152965.73 -- 8374684.53
3、Decreased at this period 4115034.61 4681573.33 596530.80 1745757.69 1468952.41 -- 12607848.84
（1）Disposal or scrap 4115034.61 4681573.33 596530.80 1745757.69 1468952.41 -- 12607848.84
4、Closing balance 156944286.41 8711585.77 3707548.67 7355334.20 2176012.31 2416329.26 181311096.62
III. Impairment allowance
1、Opening balance 3555385.70 1552359.79 6165.00 17984.71 69562.98 281382.73 5482840.91
Items House and buildings
Machinery
equipment
Transportation
equipment
Electronic equipment
Office
equipment and
others
Self-owned
housing
decoration
Total
2、Increased at this period
（1）Provision -- -- -- -- -- -- --
3、Decreased at this period -- 1232684.68 -- -- 4703.17 -- 1237387.85
（1）Disposal or scrap -- 1232684.68 -- -- 4703.17 -- 1237387.85
4、Closing balance 3555385.70 319675.11 6165.00 17984.71 64859.81 281382.73 4245453.06
IV.Book value
1、Closing book value 105762490.16 2642812.77 1372886.59 2284115.41 611712.60 -- 112674017.53
2、Opening book value 113540795.34 2497045.39 1590124.93 2088374.20 580482.98 -- 120296822.84
Note：Current depreciation is RMB8374684.53.There is no fixed assets transferred fromconstruction in
progress in current period.
(2) Temporary idle fixed assets
The Company had no temporary idle fixed assets at the end of this period.
(3) Fixed assets with un-completed property certificates
Items Book Value Reasons for un-completed certificates
Shuibei Zhongtian building 1070326.26 Reason left over by history
Hostel at North Remin Road 5902.41 Reason left over by history
Songquan apartment（Mix） 25184.18 Reason left over by history
Tellus building underground park 10018287.68 Unable to handle real estate license
Tellus building conversion layer 1762363.16 Unable to handle real estate license
Warehouse of trading department 85793.89 Reason left over by history
Warehouse 927401.65 Reason left over by history
The 1
st
2
nd
3
rd
factory building 3 to 5
layers
4034461.36 Reason left over by history
Yongtong building 36755890.99 Reason left over by history
The 16th apartment house Taohua Yuan 1619782.08 Reason left over by history
Automobile building 17429132.89 Reason left over by history
Floor 1 of business housing Baoan 1021658.85 Reason left over by history
Zhonghe building 5105902.29 Reason left over by history
Total 79862087.69
(4) There are no fixed assets with restricted ownership .
14、Construction in progress
(1) List of Construction in Progress
Items
Closing balance Opening balance
Book balance
Provision
for
devaluation
Book value Book balance
Provision
for
devaluation
Book value
ShuibeiJewelry
industrial park
12843571.9
7
--
12843571.9
7
5554512.79 -- 5554512.79
Shuibei Jewelry
Building
-- -- --
372606383.
90
--
372606383.9
0
Total 12843571.9 -- 12843571.9 378160896. -- 378160896.6
Items
Closing balance Opening balance
Book balance
Provision
for
devaluation
Book value Book balance
Provision
for
devaluation
Book value
7 7 69 9
(2) Changes of significant construction in progress
Name Budget
Opening
balance
Increase atthis
period
Transferred to
fixed assets
Other
decrease
Closing
balance
Shuibei Jewelry
Building
433.62
million
372606383.90 65480187.03 438086570.93
-- --
Total 372606383.90 65480187.03 438086570.93 -- --（continued）
Name
Proportion
(%)
Progress
Capitalizatio
nof interest
Including：
Current
amount of
capitalization
of interest
Rate of
capitalization
of interest（%）
Source of funds
Shuibei
Jewelry
Building
101.03 100.00
17208030.2
8
685189.90 0.16
Capital funds\
Raising funds
Total 101.03 100.00
17208030.2
8
685189.90 0.16
(3) Provision for devaluation for current year.
There is no provision for devaluation for construction in progress at the end of December 31
st
2018.
15、Intangible assets
(1) List of intangible assets
Items Land use right Trademarks Software Total
1. Original book value
1、Opening balance 56252774.80 95800.00 1070185.00 57418759.80
2、Increased at this period -- 32700.00 23000.00 55700.00
（1）Purchase -- 32700.00 23000.00 55700.00
Items Land use right Trademarks Software Total
3、Decreased at thisperiod -- -- -- --
（1）Disposal -- -- -- --
4、Closing balance 56252774.80 128500.00 1093185.00 57474459.80
II. Accumulated amortization
1、Opening balance 4271209.65 75304.83 722558.40 5069072.88
2、Increased at this period 1219014.84 7369.52 166720.31 1393104.67
(1)Provision 1219014.84 7369.52 166720.31 1393104.67
3、Decreased at this period -- -- -- --
（1）Disposal -- -- -- --
4、Closing balance 5490224.49 82674.35 889278.71 6462177.55
III.Impairment allowance -- -- -- --
IV.Book value
1. Closing book value 50762550.31 45825.65 203906.29 51012282.25
2. Opening book value 51981565.15 20495.17 347626.60 52349686.92
Note：The current year amortization is RMB1393104.67.
(2) The intangible assets with restricted ownership
Details of the intangible assets with restricted ownership refer to Note VI-50.
(3) The Company had no Intangible assets with uncertain service life at the end of this period.
16、Long-term deferred expenses
Items
Opening
balance
Increase in this
period
Amortized
expenses
Other
decrease
Closing
balance
Renovation costs 1779713.94 5275781.52 1627442.68 -- 5428052.78
Total 1779713.94 5275781.52 1627442.68 -- 5428052.78
17、Deferred income tax assets/deferred income tax liabilities
(1) Details of the recognized deferred income tax assets
Items
Closing balance Opening balance
Deductible
temporary
difference
Deferred income
tax assets
Deductible
temporary
difference
Deferred income
tax assets
Allowances for assets
impairment
78513371.56 19628342.90 78513371.56 19628342.90
Equity investment variance 14688370.53 3672092.63 14844139.31 3711034.83
Unrealized Profit on 4218604.72 1054651.18 4218604.72 1054651.18
Transactions with associate
Companies
Total 97420346.81 24355086.71 97576115.59 24394028.91
(2) Details of the un-recognized deferred income tax assets
Items Closing balance Opening balance
Deductible temporary difference 92121330.08 92186466.78
Deductible loss 44070344.23 34548078.47
Total 136191674.31 126734545.25
(3) Deductible losses of the un-recognized deferred income tax asset will expire in the following years
Year Closing balance Opening balance Remark
2018 -- 14595474.27
2019 14499089.58 14499089.58
2020 505851.30 505862.23
2021 2121146.48 1842637.49
2022 7146101.41 3105014.90
2023 19798155.46 --
Total 44070344.23 34548078.47
18、Other non-current assets
Items Closing balance Opening balance
Prepayment for equipment 573661.62 573661.62
Prepayment for construction 2683303.10 --
Others 100000.00 100000.00
Total 3356964.72 673661.62
19、Provision for asset impairment
Items Opening balance Increased
Decreased Closing
balance Reversal Other
I.Bad debt provision
104901163.58
1379068.6
2
-- 212465.11 106067767.0
9
II. Provision for impairment of
held-to-maturity investments
20000.00 -- -- -- 20000.00
III.Provision for decline in
value of inventories
28869187.81 5647.64 -- -- 28874835.45
IV.Provision for impairment of 23300406.04 -- -- -- 23300406.04
Items Opening balance Increased
Decreased Closing
balance Reversal Other
long-term investments
V.Provision for impairment of
fixed assets
5482840.91 -- -- 1237387.8
5
4245453.06
VI.Provision for impairment of
available-for-sale financial
assets
8126240.00 -- -- -- 8126240.00
Total
170699838.34 1384716.2
6
-- 1449852.9
6
170634701.6
4
20、Short-term loan
(1) Categories of short-term loans
Items Closing balance Opening balance
Fiduciary loan 143000000.00 120000000.00
Total 143000000.00 120000000.00
(2) There is no overdue short-term loans at the end of this period.
21、Nots payable and Accounts payable
Items Closing balance Opening balance
Nots payable -- --
Accounts payable 73365876.09 28032708.69
Total 73365876.09 28032708.69
(1) Accounts payable
Items Closing balance Opening balance
Accounts payable 73365876.09 28032708.69
Total 73365876.09 28032708.69
Significant accounts payable which aged over one year
Items Closing balance The reason for not repaid or carried forward
Shenzhen Tefa Real Estate Co.Ltd. 6054855.46 Not repaid by related company
Total 6054855.46
22、Advances from customers
Aging Closing balance Opening balance
Aging Closing balance Opening balance
Within 1 year 10724147.61 10035943.26
1 to 2 years 1842649.14 2699525.20
2 to 3 years 2276416.21 345811.38
Over 3 years 1054551.01 708739.63
Total 15897763.97 13790019.47
Note：Advances from customers aging over 3 years were not carried forward mainly caused by the
subsidiary (Shenzhen Xinyongtong Automobile Inspection Equipment Co.Ltd.). The subsidiary‘s
customers have not accepted the installation and debugging of the equipments yet.
23、 Employee benefits payable
(1) Details of employee benefits payable
Items Opening balance Increase in this period
Decrease in
this period
Closing balance
I. Short-term employee
benifits
21442246.57 53888154.77 50529795.47 24800605.87
II. Post-employment
benefit-defined benefit
plans
1728907.96 5611763.95 6338607.42 1002064.49
III. Termination benefits -- 3407487.17 3407487.17 --
IV. Other longterm
employee benefits
with one year
-- -- -- --
Total 23171154.53 62907405.89 60275890.06 25802670.36
(2) Details of short-term employee benifits
Items Opening balance Increase in this period
Decrease in this
period
Closing balance
I. Salary bonus
allowance and
subsidies
19225690.87 46106491.61 42795337.69 22536844.79
II. Employee welfare -- 1552261.01 1552261.01 --
III.Social insurance premium 10365.82 2292655.24 2296587.11 6433.95
Including:medical insurance
premium
9179.74 2019315.06 2023246.93 5247.87
Items Opening balance Increase in this period
Decrease in this
period
Closing balance
Industries insurance premium 513.72 75370.44 75370.44 513.72
Maternity insurance premium 672.36 144226.97 144226.97 672.36
Other insurance premium -- 53742.77 53742.77 --
V. Housing fund 2035280.61 2950197.45 2953513.76 2031964.30
VI. Union expenses and
employee education
expenditure
170909.27 986549.46 932095.90 225362.83
Total 21442246.57 53888154.77 50529795.47 24800605.87
(3) The details of defined contribution plans
Items Opening balance Increased in this period
Decreased in this
period
Closing balance
I.Basic endowment
insurance premium
133161.62 4789003.13 4792050.22 130114.53
II. Unemployment
insurance premium
1268.72 79871.82 79877.53 1263.01
III. Company annuity
payment
1594477.62 742889.00 1466679.67 870686.95
Total 1728907.96 5611763.95 6338607.42 1002064.49
24、Taxes payable
Items Closing balance Opening balance
VAT 1372624.05 502040.39
Enterprise income tax 1914409.61 2319674.83
Individual income tax 261135.13 286741.01
Urban construction and maintenance tax 151417.42 155053.76
Property tax 266.04 897951.76
Land VAT 5362682.64 5362682.64
Land tax 26459.98 123484.44
Education surcharge 149406.46 152004.54
Stamp tax 93010.71 62434.50
Others 45981.54 65504.40
Total 9377393.58 9927572.27
25、Other payables
Items Closing balance Opening balance
Interest payable 290215.78 229494.72
Dividends payable -- --
Other payables 250198878.69 153099910.49
Total 250489094.47 153329405.21
（1）Interest payable
Items Closing balance Opening balance
Interest on short-term borrowings 57405.37 63890.56
Interest payable on maturity debt due to maturity 232810.41 165604.16
Total 290215.78 229494.72
（2）Other payables
①Other payables by categories
Items Closing balance Opening balance
Related parties transactions and loan、interest 37392791.77 58367438.13
Deposit、security bond 22124264.01 16365292.81
Others 190681822.91 78367179.55
Total 250198878.69 153099910.49
26、Long-term borrowings
Items Closing balance Opening balance
Mortgaged loan 34934887.55 38600000.00
Total 34934887.55 38600000.00
27、Long-term Payables
Items Closing balance Opening balance
Employee housing deposit 3908848.40 3908848.40
Technical innovation 11311.96 11311.96
Total 3920160.36 3920160.36
28、Accrued liabilities
Items Closing balance Opening balance
Pending actions 2225468.76 --
Total 2225468.76 --
China Huarong Asset Management Corporation Shenzhen Branch sued Guangming Watch Co. Ltd. and
Shenzhen Automobile Industry and Trading Co. Ltd. in April 2015 the plaintiff want the court verdict
CHAMC takeover the whole right of Shen Fu ―Jing‖ Zi NO.801 civil judgment(1997). Meanwhile
Shenzhen Automobile Industry and Trading Co. Ltd. did not establish a liquidate team to liquidate the
associate in legal deadline ―should bear the joint liability‖.Up to May 29 2014 the company had to pay RMB350000 .00 of debt principal RMB65200.08 of
interest RMB12010.00 of case admission fee and RMB946697.54 of debt interest during the delay of
performance. The total amount of principal and interest was RMB1361897.62 . According to the bank's
borrowing rate for the same period the total amount of principal and interest that the company may have
to pay up to May 29 2019 is RMB1854557.30 . If China Huarong Asset Management Corporation
Shenzhen Branch offers an additional 20% penalty and the court supports it the maximum loss of the
company may be RMB2225468.76 .
29、Other non-current liabilities
Items Closing balance Opening balance
Deferred income * -- 14520000.00
Total -- 14520000.00
Note*：Deferred income of the Company is rent received in advance of Shuibei Jewelry Building which is
subsequently measured at amortized cost using the effective interest method.
30、Share capital
Items
Opening
balance
Changes for the period（+ -）
Closing balance
New issue
Bonus
issue
Capitalization
of public
reserve
Other Subtotal
Total shares 297281600 -- -- -- -- -- 297281600
31、Capital reserve
Items Opening balance Increased in this period Decreased in this period Closing balance
Capital premium 559544773.35 -- -- 559544773.35
Other reserves 5681501.16 -- -- 5681501.16
Total 565226274.51 -- -- 565226274.51
、0ther comprehensive income
Items
Opening
balance
Amount incurred in the current year
Closing
balance
tax
expenses
Less:Transfer to
profit and loss in
the current period
when other
comprehensive
gains are included
in the earlier
period
Less: Income
tax expenses
Total
comprehensive
income attributable
to owners of parent
company after tax
comprehensive
income
attributable to
minority interests
after tax
1 、Other comprehensive income that can not
be reclassified into profit and loss
-- -- -- --
-- --
--
Other comprehensive income that can be r
eclassified into profit and loss
-- 26422.00 -- -- 26422.00 -- 26422.00
Less:Other Comprehensive Benefits of
Convertible Profits and Losses under
Equity Law
-- 26422.00 -- -- 26422.00 -- 26422.00
The Total comprehensive income -- 26422.00 -- -- 26422.00 -- 26422.00
、Surplus reserve
Items Opening balance Increased in this period Decreased in this period Closing balance
Statutory surplus
reserve
2952586.32 187331.82 -- 3139918.14
Total 2952586.32 187331.82 -- 3139918.14
34、Undistributed profit
Items Current period
Previous
period
Before adjustment: Undistributed profits at the end of prior year
97798595.80 30935823.1
2
Adjustment: Total undistributed profits at beginning of year (Increase + decrease
-)
-- --
After adjustment: Undistributed profits at beginning of year
97798595.80 30935823.1
2
Add: Net profit attributable to shareholders of the parent
86924058.72 66862772.6
8
Less: Appropriation to statutory surplus reserve 187331.82 --
Appropriation to discretionary surplus reserve -- --
Appropriation to common risk provision -- --
Common stock dividend payable -- --
Common stock dividends converted to shares -- --
Retained profits at the period end
184535322.70
97798595.8
0
35、Operating Revenues and Operating Costs
Items
Current period Previous period
Revenue Cost Revenue Cost
Principal operating activities 406367890.86 329601886.66 339883476.08 251553114.95
Other operating activities 7870888.10 2745468.46 7353813.72 2701845.70
Total 414238778.96 332347355.12 347237289.80 254254960.65
36、Taxes and surcharges
Items Amount of current period Amount of previous period
City construction and maintenance tax 656864.88 729864.63
Education surcharges 634126.71 510822.53
Items Amount of current period Amount of previous period
Land tax 465573.05 497236.36
Property tax 3631029.91 1488204.94
Stamp tax 338855.21 208932.59
Others 550162.89 203393.32
Total 6276612.65 3638454.37
37、Selling and distribution expenses
Items Current period Previous period
Employment benefits 13414059.17 10546913.38
Advertisement 1764907.46 1147158.13
Depreciation 1174246.34 968936.09
Office expenses 673424.89 826075.39
Water and electricity fee 668104.46 444640.83
Travel expenses 410088.07 300686.39
Others 1882576.11 2255969.50
Total 19987406.50 16490379.71
38、Administration expenses
Items Current period Previous period
Staff cost 33404269.03 25843768.29
Office expenses 1340677.75 2273112.45
Travel expenses 600746.40 1163867.36
Entertainment expenses 724055.97 776245.62
Depreciation and amortization 1798242.55 1828593.64
Consultation and service fee 3957788.47 2063764.41
Others 2405596.39 2785931.82
Total 44231376.56 36735283.59
39、Financial expenses
Items Current period Previous period
Interest expenses 9594540.10 5605718.38
Less: Interest income 2755755.76 2776945.85
Less: Interest capitalized 685189.90 1415874.08
Exchange difference 106434.89 -170406.06
Others 248084.86 277676.47
Total 6508114.19 1520168.86
、Loss of assets impairment
Items Current period Previous period
Loss of bad debts 1379068.62 274636.07
Loss of inventory valuation 5647.64 88597.87
Total 1384716.26 363233.94
41、Other income
Items Current period Previous period Non-recurring gain or loss
Maternity allowance 3482.07 25753.22 3482.07
Total 3482.07 25753.22 3482.07
42、Investment income
Items
Current
period
Previous
period
Investment income from long-term equity investments under the cost method 547184.35 547184.35
Investment income from long-term equity investments under the equity method
83051508.69
21297772.09
Investment income from disposal of long-term equity investments
-4424801.74
5279153.36
Investment income from holding financial products 9611577.38 6606218.86
Investment income from available-for-sale financial assets -- -130468.57
Total
88785468.68
33599860.09
43、Gains(losses)from disposal of assets
Items Current period Previous period Non-recurring gain or loss
Gain on disposal of fixed assets -- 374583.14 --
Total -- 374583.14 --
44、Non-operating income
Items
Current
period
Previous
period
Non-recurring gain or loss
Gain from writing off the unnecessary payment 180000.00 232077.95 180000.00
Others 1559055.65 493440.12 1559055.65
Total 1739055.65 725518.07 1739055.65
45、Non-operation expenses
Items Current period Previous period Non-recurring gain or loss
Items Current period Previous period Non-recurring gain or loss
Loss on scrap of non-current assets 1114134.90 29444.35 1114134.90
Expected pending litigation losses 2364761.45 -- 2364761.45
Others 139740.62 5675.96 447.93
Total 3479344.28 35120.31 3479344.28
46、Income tax expenses
(1) Income tax expenses
Items Amount of current period Amount of previous period
Current income tax 4182336.77 3687877.38
Deferred income tax 38942.20 -193768.86
Adjustment of previous income tax 190601.48 -350274.34
Total 4411880.45 3143834.18
(2) Reconciliation of income tax expenses to the accounting profit is as follows
Items Amount of current period
Profit before tax 90551859.81
Income tax calculated at applicable tax rates 22637964.95
Impact of various tax rates applicable to subsidiaries --
Adjusted income tax of prior year 190601.48
Impact of non-taxable income -21655124.03
Impact of non-deductible cost expense and loss -155355.07
Impact of deductible losses deferred income tax assets unconfirmed in the
previous use period
-5937697.16
Impact of the deductible temporary differences or deductible loss of
unconfirmed deferred tax assets of this year.
9331490.28
Changes of the deferred tax assets/liability caused by the adjustment of
tax rate
--
Income taxes 4411880.45
47、Notes to items in the cash flow statements
(1) Cash receipts related to other operating activities
Items Current period Previous period
Intercourse funds 17430949.29 6641288.62
Interest income 2253581.14 2776945.85
Total 19684530.43 9418234.47
(2) Cash paid relating to other operating activities
Items Current period Previous period
Cash paid to general and administrative expenses 26950280.43 27207903.46
Intercourse funds and others 14389201.40 23901361.04
Total 41339481.83 51109264.50
(3) Cash received relating to other investing activities
Items Current period Previous period
Receipt of equity transfer deposit 107511100.00 40000000.00
Total 107511100.00 40000000.00
(4) Cash paid relating to other investing activities
Items Current period Previous period
Cash paid to Equity Transfer Transaction Service Fee 5733400.00 --
Total 5733400.00 --
(5)Cash paid relating to other financing activities
Items Current period Previous period
Return advance rent in advance 16144956.00 --
合计 16144956.00 --
48、Supplementary information to the cash flow statement
(1) Supplementary information to the cash flow statement
Items Current period Previous period
1、Adjusting net profit to cash flow from operating
activities
Net profit 86139979.36 65781568.71
Add: Impairment loss provision of assets 1384716.26 363233.94
Depreciation of fixed assets oil and gas assets and
consumable biological assets 18356950.61
12873230.19
Amortization of intangible assets 649475.55 273988.12
Amortization of Long-term deferred expenses 793975.37 706077.49
Loss on disposal of fixed assets intangible assets and
other long-term deferred assets (gain as in "-")
-- -374583.14
Loss on scrap of fixed assets (gain as in "-") 1114134.90 29444.35
Loss on fair value changes (gain as in "-")
Financial cost (gain as in "-") 9015785.09 4151985.16
Loss on investment (gain as in "-") -88785468.68 -33599860.09
Items Current period Previous period
Decreased in deferred income tax assets (increase as in
"-")
38942.20 38942.20
Increased of deferred income tax liabilities (increase as
in "-")
-- -232711.06
Decreased of inventories (increase as in "-") 297725.18 -840846.76
Decreased of operating receivables (increase as in "-") -45530744.97 -41562369.89
Increased of operating Payable (decrease as in "-") 9949549.17 -9701167.27
Others
Net cash flows from operating activities -6574979.97 -2093068.05
2、Significant investment and financing activities that
without cash flows：
Debt-to-capital conversion -- --
Convertible loan due within 1 year -- --
Fixed assets acquired under financial lease -- --
3、Movement of cash and cash equivalents：
Ending balance of cash 142848120.69 141793218.56
Less: Beginning balance of cash equivalents 141793218.56 178497640.10
Add：Ending balance of cash equivalents -- --
Less: Beginning balance of cash equivalents -- --
Net increase of cash and cash equivalents 1054902.13 -36704421.54
(2)Cash received by disposal subsidiaries this year
Items Amount of money
Cash or cash equivalents received bydisposal of subsidiaries this
year
892700.00
less：Shenzhen XinYongtong Dongxiao Automobile Testing Co.Ltd.
892700.00
less：Cash and cash equivalents held by subsidiaries on the day
of loss of control
1974.74
less：Shenzhen XinYongtong Dongxiao Automobile Testing Co.Ltd.
1974.74
Items Amount of money
Net cash received by disposal of subsidiaries 890725.26
(3)Composition of cash and cash equivalents
Items
Closing
balance
Opening
balance
I. Cash
142848120.69
141793218.5
6
Including: Cash on hand 84099.49 119576.83
Bank deposits
142764021.20
141673641.7
3
Other monetary funds
II. Cash equivalents -- --
Including: Investments in debt securities due within three months -- --
III. Balance of cash and cash equivalents at the period end
142848120.69 141793218.5
6
Including：Restricted cash and cash equivalents of Parent company or
subsidiaries in the Group
Note: Cash and cash equivalents belong to the company or its subsidiaries were not included in this sheet.
49、Ownership or use-right restricted assets
Items Book value at the end of thisperiod Reason of restriction
Monetory asstes 26664140.00 Note VI-1
Intangible assets 49079520.00
Long-term equity investment 40201353.60 Note IX-5(2)
Total 115945013.60
Note：1.In June 24th 2014 in order to support the Tellus Shuibei Jewelry Building project the subsidiaryShenzhen
Zhongtian Industrial Co.Ltd. borrowed RMB 300 million from the Construction Bank Shuibei Jewelry Branch by
signing a mortgage contract（Di Jie 2014 Gu 250 Tianbei）on pledge of the land which is certificated as Shenfang
Di Zi No.2000609764.The term of borrowing is from June 24th 2014 to June 23rd 2024. The Company
assumesjoint and several liability for Shenzhen Zhongtian Industrial Co.Ltd by signing a contract (Bao Jie 2014
Gu 250 Tianbei). At the end of this period the loan is RMB34934887.55
50、Foreign currency monetary items
(1) Foreign currency monetary items
Items
Closing foreign currency
balance
Exchange rate
Closing convert to RMB
balance
Monetary funds
Including：Cash-USD 856.00 6.8632 5874.90
51、Government Subsidies
（1）Situation of Government Subsidies
Items Current period Presentation
Amount included in
current profits and
losses
Receipt of Maternity
insurance allowance
3482.07 the other income 3482.07
VII、Change of scope ofconsolidation
1、Business combination not under the same control
No change of business combination not under the same control in the reporting period.
2、Business combination under the same control
No change of business combination under the same control in the reporting period.
3、Counter purchase
There is no counter purchase in the reporting period.
4、Disposal of subsidiaries
The company lose the control right of Shenzhen Xinyongtong Dongxiao Automobile Inspection Equipment
Co.Ltd..signeda termination agreement with Binghua Miao on 3January 2018. The company withdrew RBM
892700.00 which wasless than book value of net asset audited on 31December2017 RBM 2104711.80.
5、Changes in consolidation scope due to other reasons
No Changes in consolidation scope
Ⅷ、Equity in other entities
1、Equity in subsidiary
(1) The structure of the enterprise group
Names
Main
operating
place
Registration
place
Nature of
business
Proportion
ofshareholding
（%）
Ways of
acquisition
Directly Indirectly
Shenzhen Tellus Shenzhen Shenzhen Service 100.00 Establish/Investment
Names
Main
operating
place
Registration
place
Nature of
business
Proportion
ofshareholding
（%）
Ways of
acquisition
Directly Indirectly
Xinyongtong Automobile
Development Co.Ltd.
Shenzhen Dongchang
Yongtong Automobile
Inspection Co.Ltd.Shenzhen Shenzhen Service 95.00 Establish/Investment
Shenzhen Baoan Shiquan
Industrial Co.Ltd.Shenzhen Shenzhen Business 100.00 Establish/Investment
Shenzhen Tefa Tellus Real
Estate Co.Ltd.
Shenzhen Shenzhen Manufacture 100.00 Establish/Investment
Shenzhen Tellus
Chuangying Technology
Co. Ltd. *2
Shenzhen Shenzhen Service 100.00 Establish/Investment
Shenzhen Xinyongtong
Automobile Inspection
Equipment Co.Ltd.
Shenzhen Shenzhen Service 51.00 Establish/Investment
Shenzhen Automobile
Industry and Trading Co.Ltd.Shenzhen Shenzhen Business 100.00 Establish/Investment
Shenzhen Automobile
Industry supply and
marketing Co.Ltd.Shenzhen Shenzhen Service 100.00 Establish/Investment
Shenzhen Tefa Huari
Automobile Enterprise
Co.Ltd.
Shenzhen Shenzhen Service 60.00 Establish/Investment
Shenzhen Huari Anxin
Automobile Inspection
Equipment Co.Ltd.
Shenzhen Shenzhen Service 100.00 Establish/Investment
Shenzhen Zhongtian
Industrial Co.Ltd.Shenzhen Shenzhen Service 100.00 Establish/Investment
Shenzhen Huari Toyota
Automobile sales and
Shenzhen Shenzhen Business 60.00 Establish/Investment
Names
Main
operating
place
Registration
place
Nature of
business
Proportion
ofshareholding
（%）
Ways of
acquisition
Directly Indirectly
services Co.Ltd.Shenzhen Hanli
Hi-technology Ceramics
Co.Ltd.*
Shenzhen Shenzhen
Ceramic
technology
80.00 Establish/Investment
Shenzhen Nanfang
Automobile Repairing
center *
Shenzhen Shenzhen
Automobile
repairment
100.00 Establish/Investment
Anhui Tellus Star Jewelry
Investment Co. LTD
Hefei Hefei Business 51.00 Establish/Investment
Anhui Tellus Xingguang
Jinzun Jewelry Co. LTD
Hefei Hefei Business 60.00 Establish/Investment
SichuanTellus Jewelry
Technology co. LTD
Chengdu Chengdu Business 66.67 Establish/Investment
Note：*The operating periodof Shenzhen Hanli Hi-technology Ceramics Co. Ltd.was from September 9th 1993 to
September 21
st
1998 and the operating period ofShenzhen Nanfang Automobile Repairing centerwas from July
12
th
1994to July 11
th
. For stop operating and did not participate annual inspections the industry and commerce
registrationof these two companies were revoked by the administrative department of industry and commerce.Therefore these two companies do not included in the scope of consolidation and the book value of net
investment is zero.
(2)Shenzhen Tellus Real Estate Trading Co. Ltd. changed its name to Shenzhen Tellus Chuangying Technology
Co. Ltd. on November 23 2018. It has completed the registration of industrial and commercial change and
obtained business license.
(2) Important non wholly owned subsidiary
Names of the subsidiary
Shareholding
ratio of minority
shareholders（%）
Gains and losses
attributable to the
minority
shareholders
Dividend and
profit paid to
minority
shareholders
Closing
balance of
minority
equity
Shenzhen Huari Toyota
Automobile sales and services
Co.Ltd.
40% 1400728.91 -- 838537.06
Shenzhen Tefa Huari
Automobile Enterprise Co.Ltd.
40% -615664.56 --
10937677.34
(3) The main financial information of important non wholly owned subsidiary
Names of the
subsidiary
Closing balance
Current assets Fixed assets Total assets
Current
liabilities
Non-current
liabilities
Total
liabilities
Shenzhen Huari
Toyota
Automobile
sales and
services Co.Ltd.
50501290.59 3303588.99 53804879.58
51708536.94
--
51708536.94
Shenzhen Tefa
Huari
Automobile
Enterprise
Co.Ltd.
42821429.72 27874888.18 70696317.90
43352124.56
--
43352124.56
(Continued)
Names of the
subsidiary
Opening balance
Current assets Fixed assets Total assets
Current
liabilities
Non-current
liabilities
Total
liabilities
Shenzhen Huari
Toyota
Automobile
sales and
services Co.Ltd.
48902736.46 1164059.81 50066796.27 51472275.89 -- 51472275.89
Shenzhen Tefa
Huari
Automobile
Enterprise
Co.Ltd.
46281176.84 29886773.06 76167949.90 47284595.12 -- 47284595.12
Names of
the
subsidiary
Current period Previous period
Operation
revenue
Net profit
Comprehensive
income
Operating
cash flow
Operation
revenue
Net profit
Comprehensive
income
Operating
cash flow
Shenzhen
Huari
Toyota
Automobile
sales and
171904862.83 3501822.26 3501822.26 -377065.57 194934139.85 2929767.26 2929767.26 7385474.75
Names of
the
subsidiary
Current period Previous period
services
Co.Lt .
Shenzhen
Tefa Huari
Automobile
Enterprise
Co.Ltd.
35692198.19 -1539161.44 -1539161.44 5447723.52 36550379.42 137080.56 137080.56 3323405.53
(4) The limitation of using Group‘s assets and repaying Group‘s debts.
There is no significant limitation of using Group‘s assets and repaying Group‘s debts.
2、The transaction of holding equity changed in a subsidiary without a change in control
There is no transaction of holding equity changed in a subsidiary without a change in control.
3、The equity in joint venture or associated company
(1) The significant joint venture or associated enterprise
Names
Main
operating
place
Registration
place
Nature of business
Holding
proportion（%）
Accounting
treatment of
investment in joint
venture/associated
enterprise
Directly Indirectly
Associated
company:
Shenzhen Ren
Fu-Tellus
Automotive
Service Co.Ltd.Shenzhen Shenzhen
Mercedes-Benz
sales、repairment
35.00 Equity method
Shenzhen
Dongfeng
Automobile Co.
Ltd.Shenzhen Shenzhen
Automobile
production、repairment
25.00 Equity method
Joint venture:
Shenzhen Tellus
Jimeng investment
Co.Ltd.
Shenzhen Shenzhen
Industrial
investment、propertymanagement、leasing
50.00 Equity method
(2) Key financial information of significant associated company
Items Closing balance/Current period Opening balance/Previous period
Shenzhen Ren
Fu-Tellus
Automotive
Service Co.Ltd.Shenzhen
Dongfeng
Automobile Co.
Ltd.Shenzhen Ren
Fu-Tellus
Automotive Service
Co.Ltd.
Shenzhen
Dongfeng
Automobile Co.
Ltd.
Current assets 257589051.00 617799827.49 390613571.00 685184923.52
Fixed assets 22136628.00 228248688.85 23214032.00 241719824.00
Total assets 279725679.00 846048516.34 413827603.00 926904747.52
Current liabilities 164858755.00 370192355.97 173500413.00 708700096.37
Non-current liabilities -- 70203098.25 -- 60436348.10
Total liabilities 164858755.00 440395454.22 173500413.00 769136444.47
Equity of minority
shareholders
-- -9013246.97 -- -1945407.03
Shareholders' equity of
the company
114866924.00 414666309.09 240327190.00 159713710.08
Net assets calculated by
shareholding proportion
40203423.40 103666577.28 84114516.50 39928427.51
Adjustment -- -- -- --
—Goodwill -- -- -- --
—Unrealized profit of
internal transaction
-- -- -- --
—Others -- -- -- --
The book value of
investment in associated
company
40203423.40 103666577.28 84114516.50 39928427.51
The fair value of the
equity investment in
associated company
which have open
quotation in market
-- -- -- --
Items
Closing balance/Current period Opening balance/Previous period
Shenzhen Ren
Fu-Tellus
Automotive
Service Co.Ltd.Shenzhen
Dongfeng
Automobile Co.
Ltd.Shenzhen Ren
Fu-Tellus
Automotive Service
Co.Ltd.
Shenzhen
Dongfeng
Automobile Co.
Ltd.Operating revenue 1212159355.00 494413981.09 1246685891.00 708394340.47
Net profit 24539734.00 274312241.81 49997245.00 16335024.83
Net profit gain from the
termination of operation
-- -- -- --
Other comprehensive
income
-- -- -- --
Total comprehensive
income
24539734.00 274312241.81 49997245.00 16335024.83
Dividends received
from associated
company this period
52500000.00 5000000.00 9100000.00 --
(3) Key financial information of significant joint ventures
Items
Shenzhen Tellus Jimeng investment Co.Ltd.
Closing balance/Current
period
Opening balance/Previous
period
Current assets 30578378.74 45981179.66
Including：Cash & Cash Equivalents 9055687.59 14656470.18
Fixed assets 362263866.80 388901782.46
Total assets 392842245.54 434882962.12
Current liabilities 12764218.35 38394408.48
Non-current liabilities 256000000.00 284000000.00
Total liabilities 268764218.35 322394408.48
Equity of minority shareholders -- --
Shareholders' equity of the Company 124078027.19 112488553.64
Net assets calculated by shareholding 62039013.62 56244276.84
Items
Shenzhen Tellus Jimeng investment Co.Ltd.
Closing balance/Current
period
Opening balance/Previous
period
proportion
Adjustment
—Goodwill -- --
—Unrealized profit of internal transaction -- --
—Others -- --
Book value of investment in joint ventures 62039013.62 56244276.84
Fair value of the equity investment in joint
ventures which have open quotation in
market
-- --
Operating revenue 77472993.92 53060351.06
Financial expense 17263494.71 19353675.76
Income tax 1549682.33
Net profit 11589473.55 -1873272.99
Net profit gain from the termination of
operation
-- --
Other comprehensive income -- --
Total comprehensive income 11589473.55 -1873272.99
Dividends received from joint ventures this
period
-- --
(4) Other financial information of joint ventures and associated enterprises
Items Closing balance/Current period Opening balance/Previous period
Joint ventures：
Total book value of
investment
11253581.63 10863393.76
Total amount of the pro rata
calculation of the following
items
—Net profit 390187.87 124180.08
—Other Comprehensive -- --
Items Closing balance/Current period Opening balance/Previous period
income
—Total comprehensive
income
390187.87 124180.08
Associated enterprises：
Total book value of
investment
7482170.28 93314134.54
Total amount of the pro rata
calculation of the following
items
—Net profit -658303.56 -277670.68
—Other Comprehensive
income
-- --
—Total comprehensive
income
-658303.56 -277670.68
(5) Excess deficit in joint ventures or associated enterprises
Names
Accumulated
unrealized lossesat
the end of previous
period
Unrealized losses at
the end of current
period
Accumulated
unrealized losses at
the end of current
period
Shenzhen Tellus Automobile
Services Chains Co.Ltd.
98104.52 816.62
98921.14
Shenzhen Xinyongtong Dongxiao
Automobile Service Co. Ltd.
1057579.35 440564.18
1498143.53
Shenzhen Yongtong Xinda Inspection
Equipment Co.Ltd.
221136.79 562275.92
783412.71
4、Significant common operation
There is no significant common operation in this reporting period.Ⅸ、Related parties and related-party transactions
1、Parent company information
Names
Register
ed
address
Nature
Registered
capital
Parent company‘s
shareholding ratio
（%）
Parent
company‘s vote
ratio（%）
Shenzhen Shenzhe Real estate 2582.82 49.09 49.09
Names
Register
ed
address
Nature
Registered
capital
Parent company‘s
shareholding ratio
（%）
Parent
company‘s vote
ratio（%）
Tefa Group
Co.Ltd.
n development and
management domestic
commerce
million
Note：The finial control of the Company is Shenzhen State-owned Assets Supervision and Administration
Commission
2、Information on the subsidiaries of the Company
Details refer to the Note VIII-1.
3、Information on the joint ventures and associated enterprises of the Company
Details refer to the Note VIII-3.
4、Other Related parties information
Names Relationship to the Company
Shenzhen Special Microfinance Co. Ltd. Subject to the same party controls
Shenzhen Tefa Swan Enterprise Co.Ltd. Subject to the same party controls
Shenzhen Mechanical Equipment Import and Export Co.Ltd. Subject to the same party controls
Shenzhen Tefa Real Estate Co.Ltd. Subject to the same party controls
Hongkong Yujia Investment Co. Ltd. Subject to the same party controls
Shenzhen Tellus Real Estate(Yue Yang) Co.Ltd. Subject to the same party controls
Shenzhen Tefa Development Center Construction Management
Co.Ltd.
Subject to the same party controls
Shenzhen Tellus Yang Chun Real Estate Co.Ltd. Subject to the same party controls
Shenzhen Tellus Real Estate(Long Gang) Co.Ltd. Subject to the same party controls
Shenzhen Tefa Tellus Property Management Co. Ltd. Subject to the same party controls
Chengdu Hezhiyuan jewelry Co. Ltd. and Yungui Xiong
Related party and related natural
person of the shareholder of the
subsidiary
Anhui Jinzun Jewellery Co. Ltd. The shareholder of the subsidiary
5、Related transactions.
（1）Related Transactions for Purchasing and Selling Goods Providing and Accepting Labor Services
①Procurement of goods/acceptance of services
related party
Contents of
Related
Transactions
Amount incurred in
the current year
Amount incurred in
the previousyear
Shenzhen Special Development Project Supervision fee 1488380.80 920000.00
related party
Contents of
Related
Transactions
Amount incurred in
the current year
Amount incurred in
the previousyear
Management Co. Ltd.Shenzhen Tefa Tellus Property
Management Co. Ltd.Property service
fee
7511817.17 744701.05
② Sales of goods/provision of services
related party
Contents of
Related
Transactions
Amount incurred in
the current year
Amount incurred in
the previousyear
Shenzhen Special Microfinance Co. Ltd.Property service
fee
33801.10 --
(2)Relevant Trusteeship/Trusteeship Management
Our company has no trusteeship/trusteeship status during the reporting period.
(3)Relevant Contracts
The company has no contracting links during the reporting period.
(4）Relevant lease
①Tellus is the leaser
lessee Type of lease
Lease
income
recognized
in current
period
Lease
income
recognized
in previous
period
Shenzhen Ren Fu-Tellus Automotive Service Co.Ltd. Houses leasing 5047619.20 5047619.20
Shenzhen Xinyongtong Automobile Service Co.Ltd. Houses leasing 565588.54 545923.80
Shenzhen Xinyongtong Dongxiao Automobile Service Co. Ltd. Houses leasing 414857.19 396904.78
Shenzhen Special Microfinance Co. Ltd. Houses leasing 48997.16 --
Shenzhen Tefa Tellus Property Management Co. Ltd. Houses leasing 95633.36 105434.32
（5）Guarantee between related parties
①The Company as guarantor
1、According to the hypothecation contract signed by the company and the Ren Fu Automotive Management
Co.Ltd.（bellows short for Ren Fu Shenzhen）from the settle date of associated companyShenzhen Ren
Fu-Tellus Automotive Service Co.Ltd.（below short for Ren Fu Tellus） to the end date of the joint venture
contract between Ren Fu Shenzhen and the Company the Company take 35% responsibility for the loan which
total amount less than RMB 100 million and use 35% equity of the Company in Ren Fu Tellus as counter
guarantee pledge to Ren Fu Shenzhen. The applicable scope of this regulation includes: (1) Ren Fu Shenzhen
offering entrusted loans to Ren Fu Tellus ;( 2) Ren Fu Tellus receive bank or business loans under the guarantee
of Ren Fu Shenzhen
All other conditions except above the Company as guarantorare offering guarantee to subsidiaries.
2、Shenzhen Xinglong Machinery Mould Co. Ltd. (bellows short for "Xinglong Company") is a one of the
subsidiaries in the Company. The company holds 43% of the shares of Xinglong Company. In order to construct
Xinglong Gold Jewelry Building Xinglong Company signed a fixed assets loan contract with Shenzhen Branch of
China Construction Bank Co. Ltd. ((bellows short for "Construction Bank") in 2016. The loan amount is 280
million yuan. Xinglong Company provided Xinglong Gold Jewelry Building Land Certificate (land number
H309-0024 (1) as collateral. Xinglong Company intends to apply to the Construction Bank to cancel the mortgage
of land certificate for the real estate certificate of Xinglong Golden Jewelry Building Project. During the period of
processing the real estate certificate the shareholders of Xinglong Company pledge their shares of Xinglong
Company to the Construction Bank at the same time to provide temporary mortgage guarantee for the loan of
Xinglong Company.②The Company as secured creditor
SichuanTellus Jewelry Technology co. LTD is one of the subsidiaries in the Company. Chengdu Caizhiyuan
Jewelry Co.is one of the shareholders in the subsidiary.Chengdu Hezhiyuan jewelry Co. Ltd and Yungui Xiong
are related party and related natural person respectively in the subsidiary.Chengdu Ruihang Jewelry Co. Ltd. Is
one of the shareholder of Sichuan Teli Jewelry Technology Co. Ltd. and Hang linis related natural person to
shareholder.Chengdu Zhongjin Guifu Jewelry Co. Ltd. Is one of the shareholder of Sichuan Teli Jewelry
Technology Co. Ltd. and tonggui Lin is related natural person to shareholder Chengdu Caizhiyuan Jewelry
Co and Yungui Xiong Chengdu Ruihang Jewelry Co. Ltd and Hang lin Chengdu Zhongjin Guifu Jewelry Co
and Lin Tonggui set up the maximum guarantee for creditors with Sichuan Teli Jewelry Technology Co. Ltd.SichuanTellus Jewelry Technology co. LTD is treated as the secured creditor and expected tooffer the maximum
amount guarantee. The scope of claims which is secured by the right of pledge of account receivables from
wenbing Xu etc.The guaranteed amount is RMB86 million 550 thousand yuan.
6、Fees forfunds occupation of related parties
Related parties Content
Amount of
current
period
Amount of
previous
period
Borrowing：
Related parties Content
Amount of
current
period
Amount of
previous
period
Shenzhen Tefa Group Co.Ltd. Fees for funds occupation -- 928296.36
Lending：
Shenzhen Xing Long Mechanical Models Co.Ltd. Fees for funds occupation 76041.64 76041.64
7、Rewards for the key management personnel
Items
Amount of current period
(RMB‘0000)
Amount of previous period
(RMB‘0000)
Rewards for the key management personnel 698.00 634.00
6、Receivables and payables of related parties
(1) Receivables
Names
Closing balance Opening balance
Book
balance
Bad debt
provision
Book
balance
Bad debt
provision
Accounts receivables：
Shenzhen Xinyongtong Automobile Service
Co.Ltd.
927602.00
927602.00
1359506.0
0
927602.00
Shenzhen Xinyongtong Dongxiao Automobile Parts
Sales Co.Ltd.
680400.00
680400.00
997200.00
680400.00
Total
1608002.0
0
1608002.0
0
2356706.0
0
1608002.0
0
Other receivables：
Shenzhen Tellus Automobile Services Chains
Development Co.Ltd.
1359297.0
0
1359297.0
0
1359297.0
0
1359297.0
0
Shenzhen Xinyongtong Tecnology Co.Ltd. -- -- 116480.22 58240.11
Shenzhen Yongtong Xinda Inspection Equipment
Co.Ltd
531882.24 531882.24 529111.24 529111.24
Shenzhen Xiandao New Chemical Materials
Co.Ltd.
660790.09
660790.09
660790.09
660790.09
Shenzhen Xing Long Mechanical Models Co.Ltd. 2338766.2
2
1074239.5
6
2262724.5
8
1036172.9
9
Names
Closing balance Opening balance
Book
balance
Bad debt
provision
Book
balance
Bad debt
provision
Shenzhen Tellus Xinyongtong Automobile Service
Co.Ltd.
114776.33 114776.33 114776.33 114776.33
Total
5005511.8
8
3740985.2
2
5043179.4
6
3758387.7
6
Dvidend receivable
Shenzhen Tefa Tellus Property Management Co.Ltd.
232683.74 -- 232683.74 --
Total 232683.74 -- 232683.74 --
Long-term receivables:
Shenzhen Tellus Automobile Services Chain
Co.Ltd.
2179203.6
8
2179203.6
8
2179203.6
8
2179203.6
8
Total
2179203.6
8
2179203.6
8
2179203.6
8
2179203.6
8
(2) Payables
Names Closing balance Opening balance
Accounts payables：
Shenzhen Tefa Real Estate Co. Ltd. 6054855.46 6054855.46
Shenzhen Mechanical Equipment Import and Export Co.Ltd. 45300.00 45300.00
Shenzhen Tefa Tellus Property Management Co. Ltd. -- 279793.26
Shenzhen Tellus Jimeng investment Co.Ltd. 200000.00 --
Total 6300155.46 6379948.72
Other payables：
Shenzhen Tefa Real Estate Co. Ltd. 335701.34 335701.34
Hongkong Yujia Investment Co. Ltd. 2116056.82 2009360.35
Shenzhen Tefa Swan Enterprise Co.Ltd. 20703.25 20703.25
Shenzhen Mechanical Equipment Import and Export Co.Ltd. 1554196.80 1554196.80
Shenzhen Tefa Group Co.Ltd. 23079380.77 51122660.84
Shenzhen Tellus Real Estate(Long Gang) Co.Ltd. 1095742.50 1095742.50
Shenzhen Tellus Yang Chun Real Estate Co.Ltd. 476217.49 476217.49
Names Closing balance Opening balance
Shenzhen Xing Long Mechanical Models Co.Ltd. -- 78515.56
Shenzhen Tellus Xinyongtong Technoledge Co. Ltd. 139200.00 320000.00
Shenzhen Tellus Xing Investment Co.Ltd. 192129.00 --
Shenzhen Yongtong Xinda Inspection Equipment Co.Ltd. 28340.00 24340.00
Anhui Jinzun Jewellery Co. Ltd. 5530000.00 1330000.00
Shenzhen Tefa Tellus Property Management Co. Ltd. 1763953.00 --
Shenzhen Ren Fu-Tellus Automotive Service Co.Ltd 833334.00 --
Shenzhen Special Microfinance Co. Ltd. 227836.80 --
Total 37392791.77 58367438.13
Ⅹ、Commitment issues
1、Significant Commitment issues
（1）Capital commitment
Items Closing balance Opening balance
Signed but not confirmed in financial report
—commitment of purchase long-term assets 23314560.50 100505887.53
Total 23314560.50 100505887.53
2、Contingency
（1）Lawsuits
①In October of 2005 a lawsuit was brought before Shenzhen Luo Hu District People‘s Court by the Company
which was the recognizor of Jintian Industrial (Group) Co. Ltd. (―Jintian‖) to require Jintian to redress RMB
4081830 (principal: RMB 3000000 interest: RMB 1051380 legal fare: RMB 25160 and executive fare:
RMB 5290 which were all dealt as a loss in last report term.) It was the amount money that was distrained
forcibly. The Fu Tian District People‘s Court had adjudged that the Company won the lawsuit and the forcible
execution had been applied by the Company. The company has not yet received the money at the date of the
approval of the financial report.
In April 2006 Shenzhen Development Bank brought an accusation against Jintian‘s overdueing loan two million
U.S. dollars and the company who guaranteed for this case. The company took on the principal and all interest.
After that the company appealed to Shenzhen Luohu District People's Court asking Jintian to repay 2960490
U.S. dollars and interest. In 2008 it reached Shen Luo No.937 Civil Reconciliation Agreement (2008) after the
mediating action taken by the Shenzhen Luohu District People's Court. The agreement is as follows: If Jintian
repay 2960490 U.S. dollars before October 31 2008 the company will exempt all the interest. If Jintian can not
settle the amount on time it will pay the penalty in accordance with the People's Bank of China RMB benchmark
lending rate over the same period.The company has made a progress in the property execution.The attorney from
the company is consulting Jintian aboutthe liquidation scheme. Jintian is in the process of bankruptcy
reorganization.On January 29
th
2018 Shenzhen Intermediate People's Court has ruled that process of bankruptcy reorganization
was completed.Further distribution of money is still in progress. The company has not yet received the money
from Jintian at the date of the approval of the financial report.The company failed to communicate with Jintian for many times about the cash and equity allocated to us after
the bankruptcy and reorganization of Jintian Company the company filed a lawsuit in the People's Court of
Qianhai Cooperation Zone on August 15 2018 requesting the court to order Jintian Company and its shareholders
to pay 325000 yuan in cash to our company and 427604 shares in A shares and 163886 shares in B shares in
Jintian Company. The case has been filed but has not yet opened a court session.②Shenzhen Tellus Real Estate Development Co. Ltd. (―Real Estate Co.‖) a wholly-owned subsidiary of the
company entered into a Joint Property Construction Contract with Shenzhen Jinlu Industrial and Trade Company
(―Jinlu Company‖) at November 29 1994 to build a real estate in Shenzhen. Real Estate Co. paid RMB
9822500.00 to Jinlu Company as of December 31 1996. However Jinlu Company breached the contract and
cooperated with Guangzhou Military Area Shenzhen Property Administrative Department (―GMAA‖) to develop
the real estate and paid the RMB9822500 received from Real Estate Co. to GMAA. Therefore Real Estate Co.lodged a claim against Jinlu Company. The Futian District People‘s Court admitted GMAA as the third party of
this case according to the law of the PRC. It was ruled by the Futian District People‘s Court that the contract was
of no effect; GMAA shall repay Jinlu Company the principal of RMB9822500 interests and judicial
proceeding expense which shall be transferred to Real Estate Co. within three days of the reception by Jinlu
Company. GMAA applied for further trial that was allowed and the original judgment was suspended during the
retrial.Real Estate Co. and Jinlu Company sued GMAA in March 2005 as co-plaintiffs appeal the judgement of
enforcing the defendents deliver Yelihui Food Street (11845 ㎡ which worth RMB 11851357) to plaintiffs.Meanwhile the defendents should pay RMB 5034664.94 which is the rent income since 1998. At the same time
Real Estate Co. signed agreement with Jinlu Company stated that the Real Estate Co. will allocated 6000 ㎡ of
Yelihui Food Street and the residual part belong to Jinlu Company. If the Food Streetis less than 6000 ㎡ then all
of it belong to Real Estate Co.. The profits gained from this case will equally allocated between Real Estate Co.and Jinlu Company. Shenzhen Intermediate People‘ Court tried this case on August 2010 however the case is too
complicated to make pronouncement of judgement in court.
As Real Estate Co. received Min Wu Chu Zi NO.82 civil order which stated that the Yelihui Food Street is illegal
building and the Court cannot judge on it the Court reject Real Estate Co.‘s request. The company has recognized
bad debt provision in full ofinvestment fund of Tellus Real Estate.③In 2014 the subsidiary Shenzhen Automobile Industry and Trading Co. Ltd.(bellow short for Automobile
Industry and Trading) received the court summonsfrom Shenzhen Futian District People‘s Court. China Huarong
Asset Management Corporation Shenzhen Branch (bellow short for CHAMC)suedAutomobile Industry and
Trading to take joint liability due to the claims and disputes of Shenzhen Guangming Watch Co. Ltd. and
itscreditor.According to Shenzhen Futian People‘s Court (1997) Shen Fu ―Jing‖ Zi NO.801 civil judgmentverdict
the Guangming Watch Co. Ltd. repays 7 million and interest to China Citic Bank Co. Ltd. The Guangming
Watch Co. Ltd. did not repay the loan after the verdiction. Then the China Citic Bank Co. Ltd. apply
enforcement token back RMB 561398.30，there are no more other assets to execut Shenzhen Futian People‘s
Court verdict Termination of execution by Shen Fu Fa ―zhi‖Zi NO.102 in December10 1998.The original
debtorthe China Citic Bank Co. Ltd transfered the debt to CHAMC in July 2013. The company has not received
a verdict yet at the date of the approval of the financial report.④Guangming Watch Co. Ltd. was canceled the business licence by Shenzhen Adminstration of Industry and
Commerce in Feb. 28 2002. China Huarong Asset Management Corporation Shenzhen Branch sued Guangming
Watch Co. Ltd. and Shenzhen Automobile Industry and Trading Co. Ltd. in May 2015 the plaintiff want the
court verdict CHAMC takeover the whole right of Shen Fu ―Jing‖ Zi NO.801 civil judgment(1997). Meanwhile
Shenzhen Automobile Industry and Trading Co. Ltd. did not establish a liquidate team to liquidate the associate in
legal deadline ―should bear the joint liability‖.⑤In October 2010 Shenzhen Futian District Construction Bureau sent Doc. SFJJJ NO.[2010]115 Decision of
Paying House and Public Utility Special Fund in Limit Time to Shenzhen Automobile Industry and Trading Co.Ltd Shenzhen Fuyida Investment Development Co. LTD and Wenzhou Huaou Real Estate Development Co.
LTD to pay RMB 2161910.40 of house and public utility special fund.
⑥Shenzhen Nigang Industrial Co. LTD sued the Company to Shenzhen Luohu District People‘s Court about
parcel land NO.H403-0054(B) in 2016 according to the first-instance judgement the Company should return
1585.84 ㎡ lands and RMB 347271.74 land occupancy charge plus RMB 7268 per month to the plaintiff. The
Company had already appealed to Guangdong Higher People‘s Court. In September 2017 Shenzhen Tefa Huari
Automobile Enterprise Co.Ltd. has won the trial of second instance.
Ⅺ、Subsequent Event
1、Profit distribution
Pursuant to the resolution of Board at the Board of Directors‘ meeting on April 1nd2019 the Company will
neither distribute profits nor capitalize capital surplus for the current period. The allocation of profit resolution
still need the board of shareholders to approval.
2、The Impact of the Implementation of the New Accounting Standards on January 1 2019
On March 31 2017 the Ministry of Finance promulgated Accounting Standards for Enterprises No. 22 -
Recognition and Measurement of Financial Instruments (Revised in 2017)'Accounting Standards for Enterprises
No. 23 - Transfer of Financial Assets (Revised in 2017)'Accounting Standards for Enterprises No. 24 - Hedging
Accounting (Revised in 2017)''Accounting Standards No. 23 - Transfer of Financial Assets (Revised in
7)'Accounting Standards No. 24 - Hedging (Revised in 2017) ' No. 37 of the Accounting Standards for
Enterprises - Financial Instruments Reporting (Revised in 2017) was issued on May 2 2017 (hereinafter referred
to as the "New Financial Instruments Standards") and the listed companies in China were required to implement
it as of January 1 2019. By the resolution of the second meeting of the ninth board of directors on April 1 2019
the company will implement the new financial instrument standards mentioned above on January 1 2019 and will
change the relevant accounting policies in accordance with the provisions of the new financial instrument
standards mentioned above.The following are the main contents and impacts of the accounting policy changes involved:
Under the new Financial Instruments Standard all recognized financial assets are subsequently measured at the
amortized cost or fair value.On the date of implementation of the new financial instrument standards the business model of managing
financial assets is evaluated on the basis of the existing facts and circumstances of the company on that day and
the characteristics of contractual cash flow on the financial assets are evaluated on the basis of facts and
circumstances at the time of initial confirmation of financial assets. The financial assets are divided into three
categories: measuring according to the amortized cost measuring according to the fair value and accounting for
the changes in other comprehensive benefits. It is measured at fair value and its changes are recorded in profits
and losses. Among them when the financial asset terminates recognition the accumulated gains or losses
previously included in other comprehensive gains will be transferred from other comprehensive gains to retained
gains not into current profits and losses for equity instrument investment measured at fair value and whose
changes are included in other comprehensive gains.Under the new financial instrument standards based on the expected credit loss the company makes provision for
impairment of financial assets measured at amortized cost investment in debt instruments measured at fair value
and its changes included in other comprehensive gains lease receivables contractual assets and financial
guarantee contracts and confirms the loss of credit impairment.Ⅻ、Other significant events
1、Early error correction
The Company does not have any early error correction in this reporting period.
2、Debt restructuring
The Company does not have any information of debt restructuring to disclose in this reporting period.
3、Non-monetary asset replacement
The Company does not have any information of non-monetary asset replacement to disclose in this reporting
period.
4、Segment reporting
Financial information of segment reporting.
Year 2018
Items
Automobile
sales
Vehicle
inspection
&Componen
ts sales
Leasing and
services
Jewellery
sales
Inter-segment
elimination
Total
Principal
operating
income
122236609.6
1
77343350.3
0
89624398.51 151227106.8
5
-34063574.41
406367890.86
Principal
operating
cost
116630283.3
7
66380430.7
0
45907201.42 139519914.9
2
-38835943.75
329601886.66
Total assets
24976289.65 98908850.5
5
2625796106.9
2
13367177.65
-1104752893.7
7
1658295531.0
1
Total
liabilities
34092999.92 60351604.3
0
838159391.07
8674740.89 -382265421.04
559013315.14
Year 2017
Items
Automobile
sales
Vehicle
inspection&
components
sales
Leasing and
services
Inter-segment
elimination
Total
Principal operating
income
146150511.
84
77745757.53 104689290.86 42719844.0
4
-31421928.19
Principal operating
cost
141236154.
23
65753628.39 37281610.86 38718354.3
4
-31436632.87
Total assets
32681904.2
9
97711493.10 2150019964.74 60842941.3
1
-937941709.02
Total liabilities
43416707.6
0
59498814.63 682141153.33 4660481.26 -384426136.29
XIII、Notes of main items in financial reports of the company、 Note receivables and Accounts receivable
Items Closing balance Opening balance
Notes Receivable -- --
Accounts Receivable 38274.00 --
Total 38274.00 --
（1）Disclosure by category
Category
Closing balance
Book balance Bad debt provision
Book value
Amount Proportion（%） Amount
Proportion
（%）
Accounts receivable of individual
significance and subject to
individualimpairment assessment
-- -- -- -- --
Accounts receivable subject to
impairment assessment by credit
risk characteristics of portfolio
38274.00 7.32 -- -- 38274.00
Accounts receivable of individual
insignificance but subject to
individual impairment assessment
484803.08 92.68 484803.08 100.00
--
Total 523077.08 100.00 484803.08 92.68 38274.00
（Continued）
Category
Opening balance
Book balance Bad debt provision
Book
value Amount
Proportion
（%）
Amount
Proportion
（%）
Accounts receivable of individual significance
and subject to individualimpairment assessment
-- -- -- -- --
Accounts receivable subject to impairment
assessment by credit risk characteristics of
portfolio
-- -- -- -- --
Accounts receivable of individual insignificance
but subject to individual impairment assessment
484803.0
8
100.00 484803.0
8
100.00
--
Total 484803.0 100.00 484803.0 100.00 --
Category
Opening balance
Book balance Bad debt provision
Book
value Amount
Proportion
（%）
Amount
Proportion
（%）
8 8
2、 Other receivables
Items Closing balance Opening balance
Interest receivable 723407.50 221232.88
Dividends receivable 232683.74 779868.09
Other receivables 114826853.13 98321166.40
Total 115782944.37 99322267.37
(1) Interest receivable by categories
Category Closing balance Opening balance
Structural deposits 723407.50 221232.88
Total 723407.50 221232.88
（2）Dividends receivable
Items (or investees) Closing balance Opening balance
China Pufa Machinery Industrial Co.Ltd. -- 547184.35
Shenzhen Tefa Tellus Property Management Co.Ltd.
232683.74 232683.74
Total 232683.74 779868.09
（3）Other receivables
(1) Disclosure by category
Category
Closing balance
Book balance Provision for bad debts
Book balance
Amount
Proportion
（%）
Amount
Proportion
（%）
Other receivable ofindividual
significance and subject to
individualimpairment
assessment
12259692.71 9.42 12259692.71 100.00 --
Other receivable subject to
impairment assessment by
credit risk characteristics of
portfolio
116005681.76 89.15 1178828.63 1.02 114826853.13
Other receivable of individual 1852833.06 1.43 1852833.06 100.00 --
Category
Closing balance
Book balance Provision for bad debts
Book balance
Amount
Proportion
（%）
Amount
Proportion
（%）
insignificance but subject to
individual impairment
assessment
Total 130118207.53 100.00 15291354.40 11.75 114826853.13
（Continued）
Category
Opening balance
Book balance Provision for bad debts
Book balance
Amount
Proportion
（%）
Amount
Proportion
（%）
Other receivable ofindividual
significance and subject to
individualimpairment
assessment
12247785.36 10.79 12247785.36 100.00 ---
Other receivable subject to
impairment assessment by
credit risk characteristics of
portfolio
99412903.49 87.59 1091737.09 1.10 98321166.40
Other receivable of individual
insignificance but subject to
individual impairment
assessment
1833967.78 1.62 1833967.78 100.00 --
Total 113494656.63 100.00 15173490.23 13.37 98321166.40
① Other Receivable accounts with large amount individually and bad debt provisions wereprovided
Other receivable（Unit）
Closing balance
Other
receivable
Bad debt
provision
Proportion
（%）
Reason
Shenzhen ZhongHao (Group)
Co.Ltd.
5000000.00 5000000.00
100.00
Won the lawsuitno assets
recoverable
Jinbeili electrical appliances
Co.Ltd.
2706983.51 2706983.51
100.00
Aging long not expected
to withdraw
Other receivable（Unit）
Closing balance
Other
receivable
Bad debt
provision
Proportion
（%）
Reason
Shenzhen Petrochemical
Industry (Group) Co. Ltd.
1916063.53 1916063.53 100.00
Aging long not expected to
withdraw
Huatong casing Co.Ltd. 1212373.79 1212373.79 100.00
Aging long not expected to
withdraw
Shenzhen Pilot New Chemical
Materials Co.Ltd.
660790.09 660790.09 100.00
Aging long not expected to
withdrawOthers_VAT （ Tradedepartment）
763481.79 763481.79 100.00
Aging long not expected to
withdraw
Total 12259692.71 12259692.71
②In the groups other accounts receivable adopting aging analysis method to withdraw bad debt provision:
Aging
Closing balance
Other receivable Bad debt provision Proportion（%）
Within 1 year 113533779.05 -- --
1 to 2 years 76041.64 3802.08 5.00
2to 3years 76346.64 15269.33 20.00
Over 3 years 2319514.43 1159757.22 50.00
Total 116005681.76 1178828.63 1.02
(2) The amount of bad debt provision during the current year is RMB117864.17.
(3) Other receivables classified by nature
Nature Closing balance Opening balance
Internal current account 113272049.06 96526430.14
Unit account 2999556.31 2923514.67
Others 13846602.16 14044711.82
Total 130118207.53 113494656.63
(2) The top five of other receivables classified by debtor at period end
Debtors Nature
Closing
balance
Aging
Proportion
（%）
Closing balance
of bad debt
provision
Shenzhen ZhongHao (Group)
Co.Ltd.
Unit
account
5000000.00 Over 3 years 3.84 5000000.00
Jinbeili Electrical Appliances
Co.Ltd.
Unit
account
2706983.51 Over 3 years
2.08
2706983.51
Debtors Nature
Closing
balance
Aging
Proportion
（%）
Closing balance
of bad debt
provision
Shenzhen Petrochemical Industry
(Group) Co. Ltd.Unit
account
1916063.53 Over 3 years 1.47 1916063.53
Huatong Casing Co.Ltd.Unit
account
1212373.79 Over 3 years
0.93
1212373.79
Others_VAT（Trade department）
Unit
account
763481.79 Over 3 years
0.59
763481.79
Total 11598902.62 8.91 11598902.62
(5) Accounts receivables related to government subsidy
There are no accounts receivables related to government subsidy in this reporting period.
(6) Terminated recognize of other receivables due to financial assets transfer.
There is noterminated recognize of other receivables due to financial assets transfer.
(7)Assets or liabilities caused by transferring other receivables
There are no assets or liabilities caused by transferring other receivables.
3、Long-term equity investments
(1) Disclosure by category
Items
Closing balance Opening balance
Book balance
Bad debt
provision
Book value Book balance
Bad debt
provision
Book value
Investment to the
subsidiaries
724743472.7
3
1956000.00
722787472.7
3
555771572.7
3
1956000.00
553815572.7
3
Investment to
joint
ventures/as-sociat
ed enterprises
123283180.9
7
9787162.32
113496018.6
5
245802348.2
5
9787162.32
236015185.9
3
Total
848026653.7
0
11743162.32
836283491.3
8
801573920.9
8
11743162.32
789830758.6
6
（2）Investment to the subsidiaries
Names
Opening
balance
Increased Decreased
Closing
balance
Impairment
provision
in current
year
Closing
balance of
impairment
provision
Names
Opening
balance
Increased Decreased
Closing
balance
Impairment
provision
in current
year
Closing
balance of
impairment
provision
Shenzhen
Tefa Tellus
Real Estate
Co.Ltd.
31152888.87 -- -- 31152888.87 -- --
Shenzhen
Tellus Real
Estate
Exchange
Co.Ltd.
2000000.00 -- -- 2000000.00 -- --
Shenzhen
Tellus
Xinyongtong
Automobile
Development
Co.Ltd.
57672885.22 -- -- 57672885.22 -- --
Shenzhen
Zhongtian
Industrial
Co.Ltd
270708622.90 98971900.00 -- 369680522.90 -- --
Shenzhen
Automobile
Industry and
Trading
Co.Ltd.
126251071.57 -- -- 126251071.57 -- --
Shenzhen
Tefa Huari
Automobile
Enterprise
Co.Ltd.
19224692.65 -- -- 19224692.65 -- --
Shenzhen 1807411.52 -- -- 1807411.52 -- --
Names
Opening
balance
Increased Decreased
Closing
balance
Impairment
provision
in current
year
Closing
balance of
impairment
provision
Huari Toyota
Automobile
Co.Ltd.
Shenzhen
Xinyongtong
Automobile
Inspection
Equipment
Co.Ltd.
10000000.00 -- -- 10000000.00 -- --
Shenzhen
Hanli
Hi-technology
Ceramics
Co.Ltd.*
1956000.00 -- -- 1956000.00 -- 1956000.00
Anhui Tellus
Star Jewelry
Investment
Co. LTD
4998000.00 -- -- 4998000.00 -- --
SichuanTellus
Jewelry
Technology
co. LTD
30000000.00 70000000.00 -- 100000000.00 -- --
Total 555771572.73 168971900.00 -- 724743472.73 -- 1956000.00
Note ： *The detail information of Shenzhen Hanli Hi-technology Ceramics Co.Ltd.refers to Note
VIII-1.Subsidiaries.
(3) Investment to joint ventures and associated enterprises
Names Opening Increased /Decreased in reporting period
balance
Increased Decreased
Gain/Loss of
investment
under equity
method
Adjustment
of
othercompre
hensive
income
Other
equity
changes
I. Joint ventures
Shenzhen Tellus
Jimeng Investment
Co.Ltd.
56244276.84 -- -- 5794736.78 -- --
Shenzhen Tellus Xing
Investment Co.Ltd.
10863393.76 -- -- 390187.87 -- --
Subtotal 67107670.60 -- -- 6184924.65 -- --
II. Associated
enterprises
Shenzhen Xing Long
Mechanical Model
Co.Ltd.
84792998.83 -- -- 224252.94 -- --
Shenzhen Ren
Fu-Tellus Automotive
Service Co.Ltd.
84114516.50 -- -- 8588906.90 -- --
Hunan Changyang
Industrial Co.Ltd.*
1810540.70
-- -- -- -- --
Shenzhen Jiecheng
Electronic Co.Ltd.*
3225000.00
-- -- -- -- --
Shenzhen Pilot New
Chemical Materials
Co.Ltd.*
4751621.62
-- -- -- -- --
Subtotal 178694677.65 -- -- 8813159.84 -- --
Total 245802348.25 -- -- 14998084.49 -- --（continued）
Names Increased /Decreased in reporting period Closing balance Closing balance
Declaration of
cash dividends
or profits
Withdrawn
impairment
provision
Other
of impairment
provision
I. Joint ventures
Shenzhen Tellus
Jimeng Investment
Co.Ltd.
-- -- -- 62039013.62 --
Shenzhen Tellus
Xing Investment
Co.Ltd.
-- -- -- 11253581.63 --
Subtotal -- -- -- 73292595.25 --
II. Associated
enterprises
Shenzhen Xing
Long Mechanical
Model Co.Ltd.-- -- -85017251.77 -- --
Shenzhen Ren
Fu-Tellus
Automotive Service
Co.Ltd.
52500000.00 -- -- 40203423.40 --
Hunan Changyang
Industrial Co.Ltd.*
-- -- -- 1810540.70 1810540.70
Shenzhen Jiecheng
Electronic Co.Ltd.*
-- -- -- 3225000.00 3225000.00
Shenzhen Pilot New
Chemical Materials
Co.Ltd.*
-- -- -- 4751621.62 4751621.62
Subtotal 52500000.00 -- -85017251.77 49990585.72 9787162.32
Total 52500000.00 -- -85017251.77 123283180.97 9787162.32
Note:*Full provision for impairment has been made for these companies due tothe revocation of Business
License.
4、Operating income and operating costs
Items
Current year Previous year
Income Cost Income Cost
Principal operating activities 42607127.11 12747839.01 44035720.63 3662936.04
Total 42607127.11 12747839.01 44035720.63 3662936.04
、Investment Income
Items Current year Previous year
Income from long-term equity investment measured by cost method 547184.35 547184.35
Income from long-term equity investment measured by adopting the equity method
14998084.49
17123423.23
Investment income received from holding of held-to-maturity investment
-5733400.00
7332683.74
Income from financial products
6486519.16
6046686.15
Total
16298388.00
31049977.47
XIV、Supplementary information
1、Non-recurring profit and lossfor the current year
Items Amount
Descriptio
n
Gains or losses from disposal of non-current assets after expending impairment
provisions
-4424801.74
Exceeded-authority approved non-official approved or accidental tax
repayment and relief
--
Government grants recognized through profits or loss for the current reporting
period excluding grants which are closely related to the Company‘s operating
activities and of which the quota or approval is eligible for automatic renewal in
accordance with relevant regulations
3482.07
Financial resource usage fees charged on non-financial institution recognized
through profit or loss for the current reporting period
76041.64
Gains arising from bargain purchase in business combination and investments
in associates and joint ventures
--
Non-monetary assets exchange --
Consigned investment and asset management 9611577.38
Impairment provision resulting from force majeure e.g. natural disasters --
Debt restructuring --
Entity restructuring expenses e.g. expenditure for layoff of employees
integration expenses etc.--
Profit or loss attributable to the evidently unfair portion of transaction price --
Items Amount
Descriptio
n
being transacted price in excess of fair transaction price of a transaction
Net profits or losses achieved by an acquired under-common-control entity during the
period from the start of the period to the acquisition date
--
Gains or losses arising from contingent events unconnected with the Company‘s
daily operating activities
-2364761.45
Fair value changes of tradable financial assets and tradable financial liabilities
held and gains or losses arising from disposals of tradable financial assets
tradable financial liabilities and available-for-sale financial assets excluding
hedging contracts relevant to the Company‘s daily operating activities
--
Reversal of provision for account receivables that are tested for impairment
losses individually
--
Profit or loss on entrusted loans --
Profit or loss on changes in the fair value of investment properties that are
subsequently measured using the fair value model
--
Effects on profit or loss of one-off adjustment to profit or loss for the period
according to the period requirements of tax laws and accounting laws and
regulations
--
Custodian fees earned from entrusted operation --
Other non-operating income or expenses other than the above 624472.82
Other profit or loss that meets the definition of non-recurring profit or loss --
Subtotal
3526010.72
Tax effects -161206.61
Effects attributable to minority interests (after tax) 49242.45
Total
3637974.88
Note：‖+‖ means income or gain and ―-‖ means loss or expense.The Company defines items as non-recurring profit or loss items according to ―Information Disclosure and
Presentation Rules for Companies Making Public Offering of Securities No.1---Non-recurring Profit or
Loss‖(CSRC No.[2008]43).
2、Rate of return on net assets and earnings per share
Profit category Rate of the weighted Earnings per share
average net profit（%） Basic earnings per
share
Diluted earnings per
share
Net profit attributable to
ordinary shareholders
8.6344 0.2924 0.2924
Recurring profit or loss
attributable to ordinary
shareholders
8.2730 0.2802 0.2802
Section XII Documents Available for Reference
The Company reserved completed integrated documents for CSRC SZSE relevant departments and public
investor for reference including:
1. Original Accounting Statement of 2018 carrying the signatures and seals of the legal representative CFO and
manager of Financial Department;
2. Original Auditors‘ Report (Chinese and English Version) carrying the seals of accounting firms and signatures
and seals of the CPA;
3. All original documents and notifications of the Company disclosed in newspapers that designated by CSRC in
report period;
4. Annual report disclosed in other securities market (Summary).
沪公网安备31011802005267号
