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特力B:2021年年度报告(英文版)

深圳证券交易所 2022-04-08 查看全文

特力B --%

深圳市特力(集团)股份有限公司2021年年度报告全文

深圳市特力(集团)股份有限公司

SHENZHEN TELLUS HOLDING CO. LTD.Annual Report 2021

April 2022

1深圳市特力(集团)股份有限公司2021年年度报告全文

Section I. Important Notice Contents and Interpretation

Board of Directors Supervisory Committee all directors supervisors and senior

executives of Shenzhen Tellus Holding Co. Ltd. (hereinafter referred to as the

Company) hereby guarantees the truthfulness accuracy and completeness of the

annual report and that there are no fictitious records misleading statements or

important omissions carried in this report and assumes individual and joint

legal responsibilities.Fu Chunlong Principal of the Company Lou Hong person in charge of

accounting works and accounting organ (accounting executive) hereby

guarantees that the Financial Report of Annual Report 2021 is authentic

accurate and complete.All directors are attended the Board Meeting for report deliberation.Concerning the forward-looking statements with future planning involved in the

Report they do not constitute a substantial commitment for investors investors

and relevant persons should maintain sufficient risk awareness and the

difference between planning forecasting and commitment should be understood

the investors are advised to exercise caution of investment risks.The profit distribution plan deliberated and approved by the Board was: based

on a total share capital of 431058320 as of 31 December 2021 a cash dividend

of 0.25 yuan (tax included) per 10 shares and 0 bonus shares (tax included) will

be distributed to all shareholders and no share capital increase from

accumulation fund.

2深圳市特力(集团)股份有限公司2021年年度报告全文

Contents

Section I Important Notice Contents and Interpreta... 2

Section II Company Profile and Main Financial Inde... 6

Section III Management Discussion and Analysis ......11

Section IV Corporate Governance......................37

Section V Enviornmental and Social Responsibility ...61

Section VI Important Event...........................63

Section VII Changes in shares and particular about.. 78

Section VIII Preferred Stock........................ 86

Section IX Bonds.....................................87

Section X Financial Report...........................88

3深圳市特力(集团)股份有限公司2021年年度报告全文

Documents Available for Reference

(i)Financial Statement containing the signature and seals of the person in charge of the Company the person in

charge of the accounting works and person in charger of the accounting organization (accounting executive).(ii)Original audit report containing the seal of the accounting firms and signature and seal of the CPA.(iii)Original copies of all documents and announcements that have been released publicly during the reporting

period.

4深圳市特力(集团)股份有限公司2021年年度报告全文

Interpretation

Items Refers to Contents

CSRC Refers to China Securities Regulatory Commission

SZE Refers to Shenzhen Stock Exchange

China Securities Depository and Clearing Corporation

Shenzhen Branch of CSDC Refers to

Limited-Shenzhen Branch

Company the Company our Company

Refers to Shenzhen Tellus Holding Co. Ltd.Tellus Group

Reporting period this reporting period

Refers to Year of 2021

the year

Auto Industry and Trade Company Refers to ShenzhenAuto Industry and Trade Corporation

Zhongtian Company Refers to Shenzhen Zhongtian Industrial Co. Ltd.GAC Refers to Gems & Jewelry Trade Association of China

Huari Company Refers to Shenzhen SDG Huari Auto Enterprise Co. Ltd.Huari Toyota Refers to Shenzhen Huari Toyota Auto Sales Co. Ltd

Zung Fu Tellus Refers to Shenzhen Zung Fu Tellus Auto Service Co. Ltd.Tellus Starlight Refers to Anhui Tellus Starlight Jewelry Investment Co. Ltd.Tellus Starlight Jinzun Refers to Anhui Tellus Starlight Jinzun Jewelry Co. Ltd.Sichuan Channel Platform Company

Refers to Sichuan Tellus Jewelry Tech. Co. Ltd.Sichuan Jewelry Company

Tellus Property Refers to Shenzhen SDG Tellus Property Management Co. Ltd.SD SDG controlling shareholder Refers to Shenzhen Special Development Group Co. Ltd.Treasury Supply Chain Company Refers to Shenzhen Tellus Baoku Supply Chain Tech. Co. Ltd.Dongfeng Company Refers to Shenzhen Dongfeng Motor Co. Ltd.Shenzhen Jewelry Company Refers to Shenzhen Jewelry Industry Service Co. LTD

Shanghai Fanyue Refers to Shanghai Fanyue Diamond Co. Ltd.

5深圳市特力(集团)股份有限公司2021年年度报告全文

Section II Company Profile and Main Financial Indexes

I. Company information

Short form of the stock Tellus-A Tellus-B Stock code 000025 200025

Stock exchange for listing Shenzhen Stock Exchange

Name of the Company (in

深圳市特力(集团)股份有限公司

Chinese)

Short form of the Company

特力 A

(in Chinese)

Foreign name of the

Shenzhen Tellus Holding Co.Ltd

Company (if applicable)

Legal representative Fu Chunlong

Registrations add. 3/F Tellus Building No.56 Shui Bei Er Road Luohu District Shenzhen

Code for registrations add 518020

Offices add. 3/F-4/F Tellus Building Shui Bei Er Road Luohu District Shenzhen

Codes for office add. 518020

Company’s Internet Web

www.tellus.cn

Site

E-mail ir@tellus.cn

II. Person/Way to contact

Secretary of the Board Rep. of security affairs

Name Qi Peng Liu Menglei

3/F Tellus Building Shuibei 2nd Road 3/F Tellus Building Shuibei 2nd Road

Contact add.Luohu District Shenzhen Luohu District Shenzhen

Tel. (0755)83989390 (0755)88394183

Fax. (0755)83989386 (0755)83989386

E-mail ir@tellus.cn liuml@tellus.cn

III. Information disclosure and preparation place

Website of the Stock Exchange where the annual

Shenzhen Stock Exchange- http://www.szse.cn/

report of the Company disclosed

Media and Website where the annual report of the Securities Times Hong Kong Commercial Daily and Juchao Website

6深圳市特力(集团)股份有限公司2021年年度报告全文

Company disclosed (www.cninfo.com.cn)

Preparation place for annual report Secretariat of the BOD of Shenzhen Tellus Holding Co. Ltd.IV. Registration changes of the Company

Organization code 91440300192192210U

Changes of main business since listing

No changes during the period

(if applicable)

1. On 31 March 1997 the 159588000 state shares held by Shenzhen Investment

Management Co. Ltd. the only non-circulation shareholder were transfer to

Shenzhen Special Development Group Co. Ltd.; total share capital of the Company

was 220281600 shares while 159588000 state shares held by SDG a 72.45% in

Previous changes for controlling

total share capital.shareholders (if applicable)

2. As controlling shareholder of the Company after the equity separation reform the

non-public offering of A share and reducing some of the shares with unlimited sales

conditions SDG held 49.09% of the total shares of the Company as of the end of the

reporting period and remained the controlling shareholder of the Company.V. Other relevant information

CPA engaged by the Company

Name of CPA RSM Certified Public Accountants (Special General Partnership)

Suite 901-22 to 901-26 No.22 Fuchengmen Wai Street Wai Jing Mao Building Xincheng

Offices add. for CPA

Disctrict Beijing China

Signing Accountants Li Qiaoyi Qin Changming

Sponsor engaged by the Company for performing continuous supervision duties in reporting period

□Applicable √Not applicable

Financial consultant engaged by the Company for performing continuous supervision duties in reporting period

□ Applicable √ Not applicable

VI. Main accounting data and financial indexes

Whether it has retroactive adjustment or re-statement on previous accounting data or not

□Yes √No

Changes in the

2021 2020 current year over the 2019

previous year (+-)

Operating revenue (Yuan) 508520026.18 424419203.34 19.82% 571072893.90

Net profit attributable to 131020764.38 57663828.89 127.21% 219669708.47

7深圳市特力(集团)股份有限公司2021年年度报告全文

shareholders of the listed

Company(Yuan)

Net profit attributable to

shareholders of the listed

Company after deducting 71731038.87 47719889.72 50.32% 53738507.05

non-recurring gains and

losses(Yuan)

Net cash flow arising from

126611734.90109105302.8816.05%78911353.03

operating activities(Yuan)

Basic earnings per share

0.30400.1338127.20%0.5096

(RMB/Share)

Diluted earnings per share

0.30400.1338127.20%0.5096

(RMB/Share)

Weighted average ROE 9.56% 4.48% 5.08% 18.92%

Changes at end of

the current year

Year-end of 2021 Year-end of 2020 compared with the Year-end of 2019

end of previous year

(+-)

Total assets (Yuan) 1859645205.43 1708442301.15 8.85% 1645782144.03

Net assets attributable to

shareholder of listed Company 1432924273.45 1310524675.47 9.34% 1270965296.02

(Yuan)

The lower one of net profit before and after deducting the non-recurring gains/losses in the last three fiscal years is negative and the

audit report of last year shows that the ability to continue operating is uncertain

□Yes √No

The lower one of net profit before and after deducting the non-recurring gains/loses is negative

□Yes √No

VII. Difference of the accounting data under accounting rules in and out of China

1. Difference of the net profit and net assets disclosed in financial report under both IAS (International

Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles)

□Applicable √ Not applicable

The Company had no difference of the net profit or net assets disclosed in financial report under either IAS (International

Accounting Standards) or Chinese GAAP (Generally Accepted Accounting Principles) in the period.

8深圳市特力(集团)股份有限公司2021年年度报告全文

2. Difference of the net profit and net assets disclosed in financial report under both foreign accounting

rules and Chinese GAAP (Generally Accepted Accounting Principles)

□Applicable √ Not applicable

The Company had no difference of the net profit or net assets disclosed in financial report under either foreign accounting rules or

Chinese GAAP (Generally Accepted Accounting Principles) in the period.VIII. Quarterly main financial index

In RMB

Q 1 Q 2 Q 3 Q 4

Operating revenue 144033886.08 105458375.16 136697968.79 122329796.15

Net profit attributable to

shareholders of the listed 21691438.24 22851277.08 25443244.99 61034804.07

Company

Net profit attributable to

shareholders of the listed

20476430.1521114162.3223496249.316644197.09

Company after deducting

non-recurring gains and losses

Net cash flow arising from

-4764233.4264335632.4437452152.9829588182.90

operating activities

Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial

index disclosed in the Company’s quarterly report and semi-annual report

□Yes √No

IX. Items and amounts of non-recurring profit (gain)/loss

√Applicable □ Not applicable

In RMB

Item 2021 2020 2019 Note

Income from

Gains/losses from the disposal of

disposal of the

non-current asset (including the write-off 66654129.65 1.00 210897055.76

Dongfeng

that accrued for impairment of assets)

Company’s equity

Governmental subsidy calculated into

current gains and losses(while closely

The government

related with the normal business of the

subsidy from

Company the government subsidy that 2923779.58 1522079.42 276907.09

preferential

accord with the provision of national

enterprise policy

policies and are continuously enjoyed in

line with a certain standard quota or

9深圳市特力(集团)股份有限公司2021年年度报告全文

quantity are excluded)

Interest receivable

Fund possession cost reckoned into

from Dongfeng

current gains/losses charged from 629671.75 435887.15 47083.32

Company’s

non-financial business

dividend

Gains/losses of fair value changes arising

from holding of the trading financial asset

trading financial liability and investment

earnings obtained from disposing the

trading financial asset trading financial 10073533.17 8812468.26 10684691.16 Financial income

liability and financial assets available

for sale except for the effective hedging

business related to normal operation of the

Company

Restoring of receivable impairment

493295.33935476.72

provision that tested individually

Other non-operating income and

expenditure except for the aforementioned 730552.50 3196406.42 -744465.10

items

Refund of handling

Other gain/loss that meet the definition of

46275.77 44839.26 9378.94 charge for

non-recurring gain/loss

individual tax

Less: Impact on income tax 19790228.25 3123780.55 55755620.55

Impact on minority shareholders’

1977988.661437257.12419305.92

equity (post-tax)

Total 59289725.51 9943939.17 165931201.42 --

Details of other gains/losses items that meets the definition of non-recurring gains/losses:

□ Applicable √ Not applicable

There are no other gains/losses items that meet the definition of non-recurring gains/losses in the Company.Explain the items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A

Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss

□Applicable √ Not applicable

There are no items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A

Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss

10深圳市特力(集团)股份有限公司2021年年度报告全文

Section III Management Discussion and Analysis

I. Industry of the Company during the reporting period

(i) Overall economic conditions

The year 2021 was the first year of China's post-pandemic economy the beginning of the “14th Five-Year Plan”

and also the year of two centenary goals convergence and strategic transformation. Although factors such as

variation of virus flood disasters policy tightening and imported pandemic control disrupted the short-term

economy under the influence of low base effect enhanced endogenous momentum and trend-returning forces in

2021 China's macro economy showed significant characteristics of “overall high growth rate” “seemingly fallingquarter by quarter” and “actually recovering quarter by quarter”. From the production side China's production

recovered steadily and the structure was further optimized. From the demand side the comparison of the three

demand forces was more reasonable. In August the scissors difference between PPI and CPI hit a record high. At

the same time due to the impact of the pandemic the growth rate of disposable personal income declined the

household consumption tendency declined and the income gap widened. The growth rate of household

consumption expenditure has not yet recovered to the growth level before the pandemic indicating that the

economic recovery remained uneven. There was more room for proactive fiscal policy during the year which

boosted the economy. A prudent monetary policy increased support for key fields and weak links.(ii) Jewelry Industry

Under the influence of the pandemic the demand for jewelry had been deferred until 2021 which brought about a

rapid recovery of the jewelry industry. The pandemic also accelerated the clearance of small and medium-sized

enterprises and stores with bad management bringing about an increase in industry concentration and an

improvement in the competitive landscape. Since the beginning of 2021 the domestic gold and jewelry retail

market has been recovering after the pandemic was further controlled in China. From January to August the total

retail sales of gold silver and jewelry consumer goods reached 198.04 billion yuan a year-on-year increase of

43.4% which was also an increase compared to 2019 the market demand increased somewhat. However the

competition for the sinking market share was fierce the homogenization and price wars intensified. At the same

time the policy of deferred consumption tax on jewelry and jade had been promulgated for more than one year

but has not been implemented yet the import rate except for diamonds was high and the motivation for

enterprises to operate in compliance was insufficient. The differentiation of the jewelry industry has become more

and more obvious under the pandemic the sales volume of leading enterprises continued to grow with their

advantages in brands and channels and the jewelry ornaments has continued to increase market share with the

promotion of e-commerce and live streaming while it is increasingly difficult for small and medium-sized brands

lack of innovation to operate.

11深圳市特力(集团)股份有限公司2021年年度报告全文

(iii) Commercial operation industry

The overall supply of rental service in Shenzhen exceeds demand the vacancy rate of some office buildings and

commercial shops has increased and the unit rental price of shops and office buildings has dropped significantly.Working from home has also reduced the demand for rentals to a certain extent. The requirements for operating

service models and operating standards of commercial entities have been further enhanced.(iv) Automobile industry

New energy vehicles have become the biggest bright spot in the automobile industry whose sales volume

increased by 157.57% on a year-on-year basis and production and sales hit a record high. The impact of pandemic

on fuel vehicles exceeded expectations and the impact on new vehicle sales and after-sales service was huge

especially for mid-to-low-end brands. The chip supply crisis intensified and various auto manufacturers

significantly reduced production and stopped production. In August September and October most manufacturers

reduced production by more than 50% which directly affected the business of each store. The impact of the new

insurance policy and annual vehicle examination policy issued at the end of last year became visible and the

maintenance business and overhaul business were significantly reduced.II. Main businesses of the Company in the reporting period

Main business of the Company during the reporting period was jewelry service business commercial operation

management; sales of automobile testing maintenance and accessories sales.

1. Jewelry service business: Established for just over one year Tellus Group Jewelry Bonded Platform has had

more than 200 settled enterprises and nearly 400 service enterprises achieved the total amount of import and

export of 2.3 billion yuan and paid import tax of more than 30 million yuan. The import amount of pearl

accounted for 53% of the same period throughout the country and the domestic sales of colored gems accounted

for 39% of the same period throughout the country. In order to strengthen the third-party service capability of

diamonds the company established Shanghai Fanyue a member company of the Shanghai Diamond Exchange in

June and carried out trial operation at the end of August realizing the closed-loop service from the bonded

exhibition transaction to the general trade import of diamonds. According to market demand the company has

reshaped the safe deposit box service so as to mainly achieve breakthroughs in safe deposit box sales by relying

on the service model design application scenarios of bonded platform and actively expand other business

scenarios.

2. Commercial operation management: The monthly occupancy rate of the tower of Tellus Jewelry Building was

99% all year round and the occupancy rate of podium building was 95% by the end of the year. The Building held

20 "Heart Warming" activities throughout the year it invited high-quality commercial tenants to attend the

Shenzhen International Jewelry Fair for the first time and successfully upgraded to be the Shenzhen Municipal

Cultural and Creative Industry Park. The company made outstanding achievements in energy saving and carbon

12深圳市特力(集团)股份有限公司2021年年度报告全文

reduction and the Building was awarded the first three-star green building in Luohu District. The occupancy rate

of Tellus Life Experience Hall reached 98% by the end of the year and the traditional property still maintained an

average annual occupancy rate of 99% in the unfavorable market environment. In terms of management

internalized the consulting and research results improved its own operation system and created a high-quality

service experience. Innovated the way of publicity and promotion and shot video of shops via Tik Tok to help the

merchants gain both fame and fortune.

3. Automobile sales testing maintenance and parts sales: In terms of automobile sales increased monthly in-store

marketing activities adjusted sales policies in a timely manner optimized internal and external promotion policies

for value chain products of new vehicles sales and promoted the increase in sales added value. In terms of fuel

vehicle maintenance services timely solved customer problems by telephone follow-up and remote diagnosis to

faulty vehicles through the Internet of Vehicles function; improved customer experience through digital marketing;

improved customer viscosity through the establishment of a one-customer-one-group system and the sales of

service packages for multiple regular maintenance; turned dissatisfied customers into loyal customers through

customer complaint deduction; increased the output value of customer maintenance orders through key

commodity marketing. In terms of new energy vehicle maintenance services comprehensively strengthened the

after-sales service of Xiaopeng new energy vehicles especially customer experience.III. Core Competitiveness Analysis

1.Deeply cultivate the jewelry industry play the identity advantages and build an industrial platform

Solidly promoted the third-party ecosystem construction of the jewelry which rapidly improved the company's

popularity and influence in the jewelry industry. The company kept trying to innovate business models and

steadily promoted the implementation of transformation projects gave full play to the credit advantages of a

state-owned listed company and the physical platform resources in Shuibei area a jewelry industry gathering

place and went deeply into the jewelry industry chain so as to help the jewelry third-party business achieve

leapfrog development. In 2019 Shenzhen Tellus Baoku Supply Chain Tech. Co. Ltd. was established to carry out

jewelry supply chain business which consolidated the third-party service foundation for jewelry. In 2020

Shenzhen Jewelry Industry Service Co. Ltd. was established to provide services such as bonded exhibition

bonded warehousing customs declaration logistics and settlement which shall be built into a comprehensive

element trading service platform with international influence integrating jewelry raw materials and finished

products exhibition spot trading testing identification design processing e-commerce financial services

insurance and so on. In 2021 Shanghai Fanyue Company was established which realized the closed-loop service

from the bonded exhibition transaction to the general trade import of diamonds. As an important starting point for

the group's strategic transformation Shenzhen Jewelry has significantly improved its position in the national

jewelry industry chain. The successful operation of Shenzhen Jewelry was highly recognized by both municipal

and district governments and customs in Shenzhen which enhanced the company's position in the jewelry

industry chain.

13深圳市特力(集团)股份有限公司2021年年度报告全文

2.Abundant property resources provide stable business income and financial support

The Company is the largest owner of the Tellus Gman Gold Jewelry Industrial Park in the Shuibei area Tellus

Shuibei Jewelry Building has been fully put into use and the construction project of the Tellus Jinzuan Trading

Building is progressing as planned. At the same time the company will construct an innovative industrial projects

in Buxin area that conform to the overall strategic layout of the city district and the Company through renovation.In addition the Company has a large number of property resources in Luohu and Futian district of Shenzhen on

the basis of maintaining the stability of the original leasing business the company will actively promote the

improvement of property quality and transform its old properties from the traditional method of simple leasing to

the direction of property asset operation so as to fully enhance and tap the added value of the property brand

bring stable business income and cash flow to the company and provide a solid foundation for the company's

long-term development.IV. Main business analysis

1.Overview

During the reporting period under the correct leadership of the party committee and the board of directors and

with the joint efforts of all staff the company forged ahead seized opportunities and generally presented a

development trend of “ steady progress and quality improvement” which took the initiative in the good opening

of the 14th Five-Year Plan.

(1) The third-party business of jewelry achieved leapfrog development. The construction of the third-party

ecosystem of jewelry was solidly promoted. As an important starting point for the company's strategic

transformation Shenzhen Jewelry achieved remarkable results and the supporting and derivative services became

more complete. Shanghai Fanyue Company realized the closed-loop service from the bonded exhibition

transaction to the general trade import of diamonds. Baoku Supply Chain Co. Ltd. reshaped the business

positioning of safe deposit boxes relying on service model designs application scenarios of the bonded platform.

(2) The construction and operation of Tellus Gold Diamond Trading Building project made steady progress as

planned. The company overcame the impact of the pandemic and the rainy season took multiple measures such

as alternative construction optimization of procedures designing of main structure and completed the phased

goal of capping the main building with high quality in advance.

(3) Commercial operation and management capabilities significantly enhanced. The tower of Tellus Jewelry

Building had an average occupancy rate of 99% and the occupancy rate of podium building reached 95% by the

end of the year. The company continued to improve the service quality and achieved outstanding results in energy

saving and carbon reduction. The Building won the first three-star green building in Luohu District. The

14深圳市特力(集团)股份有限公司2021年年度报告全文

occupancy rate of Tellus Life Experience Hall increased from less than 70% at the beginning of the year to 98%

by the end of the year. The commercial operations of other old property resources also achieved good results.

(4) The automotive aftermarket business of Huari Company wend ahead steadily. In the context of the continuous

decline in sales volume of traditional vehicles it still maintained a good sales volume of new vehicles and sought

breakthroughs in the aftermarket business by expanding new energy vehicle maintenance services.

(5) Continuously optimized management to build a team of fighters having the same resonance. The supporting

role of corporate culture was strongly demonstrated 7 conventions of the company’s first batch of fighters have

been screened out by soliciting employees' opinions which fully reflected that the cultural concept is rooted in the

grassroots and extracted from the business. The company held 3 strategy seminars throughout the year to draw a

strategic blueprint and unify thinking and pacing. Focused on the management improvement improved the

incentive mechanism and accelerated the construction of a “flying-geese pattern” for talent development.

(6) Promoted informatization construction in an orderly and effective manner. According to business needs the

company actively promoted the informatization construction phase II of Shenzhen Jewelry. Completed the

upgrade of the OA system covered the application to the subordinate enterprises optimized the system structure

and improved the process efficiency.

(7) Adhered to the leadership of party building and brought together development forces. Give full play to the roleof the party committee in “controlling the direction managing the overall situation and promoting theimplementation” the party committee held 58 meetings throughout the year and reviewed 285 topics; solidly

carried out the study and education of the party’s history organized 17 “I do practical things for the masses”

activities.

(8) Made unremitting efforts in safety production and there was no accident. Kept tightening the pandemic

prevention and control and there was no new infection. Opened up the “last mile” of safety production through

the implementation of detailed systems and the compaction of responsibilities combined safety production work

with production and operation earnestly implemented the “one post with two responsibilities” of the front-line

staff organized 37 internal trainings for safety production throughout the year invested more than 2 million yuan

in the renovation of safety production equipment and facilities and rectified more than 900 hidden dangers.During the reporting period the Company made a total of 176.12 million yuan in profit 99.41 million yuan up

compared to 76.70 million yuan in the same period of previous year; the net profit attributable to parent company

has 131.02 million yuan an increase of 73.36 million yuan compared to 57.66 million yuan in the same period of

previous year; the year-on-year increase was mainly including firstly property leasing has major impact from the

epidemic in the same period last year and secondly disposal on Dongfeng Company’s equity made a larger

contribution to the total profit this year.

15深圳市特力(集团)股份有限公司2021年年度报告全文

2. Revenue and cost

(1) Constitute of operation revenue

In RMB

20212020

y-o-y changes

Ratio (%) in Ratio (%) in

Amount Amount (+-)

operation revenue operation revenue

Total operation

508520026.18100%424419203.34100%19.82%

revenue

According to industries

Auto sales 194373092.47 38.22% 204928883.35 48.28% -5.15%

Auto inspection

and maintenance

49668740.609.77%43351689.3610.21%14.57%

and accessories

sales

Property rental and

205073101.9540.33%141283172.6033.29%45.15%

service

Jewelry wholesale

59405091.1611.68%34855458.038.21%70.43%

and retails

According to products

Auto sales 194373092.47 38.22% 204928883.35 48.28% -5.15%

Auto inspection

and maintenance

49668740.609.77%43351689.3610.21%14.57%

and accessories

sales

Property rental and

205073101.9540.33%141283172.6033.29%45.15%

service

Jewelry wholesale

59405091.1611.68%34855458.038.21%70.43%

and retails

According to region

Shenzhen 508520026.18 100.00% 407455899.14 96.00% 24.80%

Sichuan 16963304.20 4.00% -100.00%

According to sales model

Direct sales 508520026.18 100.00% 424419203.34 100.00% 19.82%

16深圳市特力(集团)股份有限公司2021年年度报告全文

(2) The industries products regions or sales model accounting for over 10% of the Company’s operating

revenue or operating profit

√Applicable □ Not applicable

In RMB

Increase/decrea

Increase/decrea Increase/decrea

Operating Gross profit se of gross

Operating cost se of operating se of operating

revenue ratio profit ratio

revenue y-o-y cost y-o-y

y-o-y

According to industries

Auto sales 194373092.47 184509794.34 5.07% -5.15% -3.74% -1.39%

Auto inspection

and

maintenance 48568032.68 38760088.93 20.19% 15.88% 19.18% -2.22%

and accessories

sales

Property rental

196537676.9071382659.7963.68%46.01%23.95%6.46%

and service

Jewelry

wholesale and 59404147.76 55776535.88 6.11% 70.43% 60.47% 5.83%

retails

According to products

Auto sales 194373092.47 184509794.34 5.07% -5.15% -3.74% -1.39%

Auto inspection

and

maintenance 48568032.68 38760088.93 20.19% 15.88% 19.18% -2.22%

and accessories

sales

Property rental

196537676.9071382659.7963.68%46.01%23.95%6.46%

and service

Jewelry

wholesale and 59404147.76 55776535.88 6.11% 70.43% 60.47% 5.83%

retails

According to region

Shenzhen 498882949.81 350429078.94 29.76% 24.93% 16.60% 5.02%

Sichuan -100.00% -100.00% -5.62%

According to sales model

Direct sales 498882949.81 350429078.94 29.76% 19.84% 10.70% 5.80%

Under circumstances of adjustment in reporting period for statistic scope of main business data adjusted main business based on

17深圳市特力(集团)股份有限公司2021年年度报告全文

latest one year’s scope of period-end

□ Applicable √ Not applicable

(3) Income from physical sales larger than income from labors

√ Yes □ No

Y-o-y changes

Industries Item Unit 2021 2020

(+-)

Sales volume Set 1071 1177 -9.01%

Auto sales

Storage Set 110 122 -9.84%

Reasons for y-o-y relevant data with over 30% changes

□ Applicable √ Not applicable

(4) Performance of the material sales contract and major procurement contracts that signed by the

Company up to the reporting period

□Applicable √Not applicable

(5) Constitute of operation cost

Classification of industries and products

In RMB

20212020

Y-o-y changes

Industries Item Ratio (%) in Ratio (%) in

Amount Amount (+-)

operation cost operation cost

Auto sales Automobile 184509794.34 52.28% 191680818.07 60.04% -3.74%

Auto inspection

and

Accessory

maintenance 39971148.37 11.33% 34227425.76 10.72% 16.78%

maintenance

and accessories

sales

Lease property

Property rental

management 72672237.22 20.59% 58595796.21 18.35% 24.02%

and service

and other

Jewelry Retail and

wholesale and wholesale of 55776535.88 15.80% 34757161.55 10.89% 60.47%

retails jewelry

In RMB

Products Item 2021 2020 Y-o-y changes

18深圳市特力(集团)股份有限公司2021年年度报告全文

Ratio (%) in Ratio (%) in (+-)

Amount Amount

operation cost operation cost

Auto sales Automobile 184509794.34 52.28% 191680818.07 60.04% -3.74%

Auto inspection

and

Accessory

maintenance 39971148.37 11.33% 34227425.76 10.72% 16.78%

maintenance

and accessories

sales

Lease property

Property rental

management 72672237.22 20.59% 58595796.21 18.35% 24.02%

and service

and other

Jewelry Retail and

wholesale and wholesale of 55776535.88 15.80% 34757161.55 10.89% 60.47%

retails jewelry

(6) Whether the changes in the scope of consolidation in Reporting Period

√Yes □ No

1.New subsidiary established in the Period

Name Established Fund contribution Funded ratio(%)

(Yuan)

Shanghai Fanyue Diamond Co. Ltd. In June 2021 1000000.00 100

2.Subsidiary liquidated in the Period

Name Liquidation

Sichuan Tellus Jewelry Tech. Co. Ltd. In August 2021

Anhui Tellus Starlight Jewelry Investment Co. Ltd. In March 2021

Anhui Tellus Starlight Jinzun Jewelry Co. Ltd. In January 2021

(7) Major changes or adjustment in business product or service of the Company in Reporting Period

□Applicable √ Not applicable

(8) Major sales and main suppliers

Major sales client of the Company

Total top five clients in sales (Yuan) 77954118.89

Proportion in total annual sales volume for top five

15.33%

clients

19深圳市特力(集团)股份有限公司2021年年度报告全文

Ratio of the sales from related parties in total annual

0.00%

sales among the top five clients

Information of top five clients of the Company

Serial Name Sales (Yuan) Proportion in total annual sales

1 Client 1 29242478.00 5.75%

2 Client 2 22086017.68 4.34%

3 Client 3 9137885.13 1.80%

4 Client 4 8908897.47 1.75%

5 Client 5 8578840.61 1.69%

Total -- 77954118.89 15.33%

Other situation of main clients

□ Applicable √ Not applicable

Main suppliers of the Company

Total purchase amount from top five suppliers (Yuan) 245777853.97

Proportion in total annual purchase amount for top five

69.64%

suppliers

Ratio of the purchase from related parties in total

2.04%

annual purchase among the top five suppliers

Information of top five suppliers of the Company

Serial Suppliers Procurement (Yuan) Proportion in total annual procurement

1 Supplier 1 163860138.13 46.43%

2 Supplier 2 25080000.00 7.11%

3 Supplier 3 21349048.59 6.05%

4 Supplier 4 28297345.14 8.02%

5 Supplier 5 7191322.11 2.04%

Total -- 245777853.97 69.64%

Other notes of main suppliers of the Company

□ Applicable √ Not applicable

3. Expenses

In RMB

2021 2020 Increase/decreas Note of major changes

20深圳市特力(集团)股份有限公司2021年年度报告全文

e y-o-y (+-)

Increased 8 months of costs on a

y-o-y basis due to the establishment

of subsidiary Shenzhen Jewelry

Sales expense 27178175.03 17715132.43 53.42% Company in August 2020; there was

a reduction of society security at the

same period of the previous year due

to epidemic

There was a reduction of society

Management expense 47151316.69 39984244.07 17.92% security at the same period of the

previous year due to epidemic

Increased in the interest income in

Financial expense -4270881.74 -3305883.68 -29.19%

the year

4. R&D investment

□Applicable √ Not applicable

5. Cash flow

In RMB

Item 2021 2020 Y-o-y changes (+-)

Subtotal of cash in-flow from

593319656.80580706758.002.17%

operation activity

Subtotal of cash out-flow from

466707921.90471601455.12-1.04%

operation activity

Net cash flow arising from

126611734.90109105302.8816.05%

operating activities

Subtotal of cash in-flow from

1589951156.881465610805.848.48%

investment activity

Subtotal of cash out-flow from

1720644122.341763400388.10-2.24%

investment activity

Net cash flow arising from

-130692965.46-297789582.26-56.11%

investment activity

Subtotal of cash in-flow from

75601270.3942971759.3375.93%

financing activity

Subtotal of cash out-flow from

68563307.2046625829.24

financing activity 47.05%

Net cash flow arising from

7037963.19-3654069.91-292.61%

financing activity

21深圳市特力(集团)股份有限公司2021年年度报告全文

Net increased amount of cash and

3192929.23-192205601.18-101.66%

cash equivalent

Main reasons for y-o-y major changes in aspect of relevant data

√Applicable □Not applicable

Y-o-y Note

Item 2021 2020 change

s (+-)

Net cash flow arising from -56.1

-130692 -297789 Mainly due to the carrying forward of transfer of the

investment activity 1%

965.46 582.26 equity in Dongfeng

Subtotal of cash in-flow from 75.93 New long-term borrowings from Tellus Jinzuan Trading

75601274297175

financing activity % Building increased

0.399.33

Subtotal of cash out-flow from 47.05

6856330 4662582 Minority shareholders’ investment are return due to the

financing activity %

7.20 9.24 written-off of Sichuan Company

Net cash flow arising from -292. New long-term borrowings from Tellus Jinzuan Trading

7037963.-365406

financing activity 61% Building increased

199.91

Net increased amount of cash -101.

3192929. -192205 Mainly due to the equity transfer of Dongfeng and

and cash equivalent 66%

23 601.18 increase of long-term borrowing

Explanation of the reasons for significant difference between the net cash flow from operating activities and the net profit of the year

during the reporting period

□Applicable √Not applicable

V. Analysis of the non-main business

√Applicable □ Not applicable

In RMB

Ratio in total Whether be

Amount Causes and explanation

profit sustainable(Y/N)

Income from equity disposal and

financial management and the

Investment income 93780306.77 53.25% investment income recognized by N

participating enterprise on equity

method

Gain/loss of fair 663932.88 0.38% Change of the fair value on outstanding N

22深圳市特力(集团)股份有限公司2021年年度报告全文

value changes financial products

Assets impairment -774478.41 -0.44% Impairment loss on vehicles in stock N

Non-operation Forfeiture of lease deposits and civil

768055.65 0.44% N

revenue damages received etc.Loss on retirement of non-current

Non-operation

37503.15 0.02% assets and liquidated damages N

expenditure

expenses

VI. Assets and liability

1. Major changes of assets composition

In RMB

Year-end of 2021 Year-begin of 2021 Ratio Notes of

Ratio(%) in total Ratio (%) in changes major

Amount Amount

assets total assets (+-) changes

Monetary fund 240582057.16 12.94% 237625698.93 13.91% -0.97% -

Account

18094059.920.97%19828510.361.16%-0.19%-

receivable

Inventory 25434925.04 1.37% 22079679.93 1.29% 0.08% -

Investment

551383294.5429.65%568246616.1333.26%-3.61%-

real estate

Long-term

equity 88310867.47 4.75% 123640955.57 7.24% -2.49% -

investment

Fix assets 109438198.23 5.88% 119136917.91 6.97% -1.09% -

Construction in

210197546.7211.30%101740485.485.96%5.34%-

process

Right-of-use

7336915.830.39%0.39%-

assets

Contract

21059311.181.13%18988628.131.11%0.02%-

liability

Long-term

86875874.394.67%11171759.330.65%4.02%-

loans

Lease liability 4474543.09 0.24% 0.24% -

Foreign assets account for a relatively high proportion

□Applicable √Not applicable

23深圳市特力(集团)股份有限公司2021年年度报告全文

2. Assets and liability measured by fair value

√Applicable □Not applicable

In RMB

Accumulat Impair

Gains/losses ive ment Oth

Amount of Amount of

Opening of change of changes of accrua er Ending

Items purchase in the sale in the

amount fair value in fair value l in chan amount

period period

the period reckoned the ges

into equity period

Financial

assets

1. Trading

financial

assets

314013869.81582280000.1484500000.412712843.

(excluding 918973.98

6000084

derivative

financial

assets)

314013869.81582280000.1484500000.412712843.

Above total 918973.98

6000084

Financial

0.000.000.000.000.00

liabilities

Whether there have major changes on measurement attributes for main assets of the Company in report period or not

□ Yes √No

3. Right of the assets restrained as of the period-endFound more in Auditing Report 2021 released on Juchao Website on the same date: V. “51-Assets subject to restrictions onownership or use” carry in the annotation of financial statement

VII. Investment Analysis

1. Overall situation

√Applicable □Not applicable

Investment amount at same period of last

Investment amount in the period (Yuan) Changes (+-)

year (Yuan)

141744792.01134347000.005.51%

24深圳市特力(集团)股份有限公司2021年年度报告全文

2. The major equity investment obtained in the reporting period

√Applicable □Not applicable

In RMB

Date Inde

Statu of x of

Name Wh

Meth P s as Exp discl discl

of Prin Amo Capi Term Current ethe

od of Share ar of the ecte

invest cipal unt of tal of Type of investme r osur osur

inves holdi tn balan d

ed busi invest sour invest products nt profit litig e (if e (if

tmen ng er ce retur

compa ness ment ces ment and loss atio appli appli

t s sheet n

ny n

date cabl cabl

e e

))

Shang Sales of

hai diamond

Fanyu Jew New No s

1000 Own N Com

e elry estab 100.0 fixed jewelry -240741.

000. fund / plete 0.00 N

Diamo busi lishe 0% deadli and 66

00 s A d

nd ness d ne import &

Co. export of

Ltd. goods

1000

-240741.Total -- -- 000. -- -- -- -- -- -- 0.00 -- -- --

66

00

3. The major non-equity investment doing in the reporting period

□Applicable √ Not applicable

4. Financial assets investment

(1) Securities investment

□Applicable √ Not applicable

The Company has no securities investment during the reporting period

(2) Derivative investment

□Applicable √ Not applicable

The Company has no derivative investment during the reporting period

25深圳市特力(集团)股份有限公司2021年年度报告全文

5. Application of raised proceeds

□Applicable √ Not applicable

The Company has no application of raised proceeds during the reporting period

VIII. Sales of major assets and equity

1. Sales of major assets

□Applicable √Not applicable

The Company has no major assets sold during the reporting period

2. Sales of major equity

√Applicable □Not applicable

Net

Whether

profit

Ratio the

contrib

of the impleme

uted

net ntation is

by the

profit Wh on

equity

contri eth Affil Wheth schedule

to the

buted er it iatio er the and

Tradin listed

Impac to the is a n equity explain Dat

g price compa Pricin Index

Cou Selli t on listed rela with involv the e of

Equity (10 ny g of

nter ng the comp ted the ed has reasons disc

sold thousa from princi disclosu

party day comp any tran coun been and losu

nd period- ple re

any from sact ter fully measure re

yuan) begin

equity ion part transfe taken by

to the

sales (Y/ y rred the

date of

to the N) Compan

sales

total y for not

(10

net impleme

thousa

profit nted as

nd

planned

yuan)

Hans 25% Impac Found

Indu equity t of Impleme more in

2021 Mark 202stry of 10499 the 37.58 nted as “Notice-09- 0 et N N/A Y 1-10

Inve Shenzh .05 projec % schedule on

26 price -16

stme en t on d Progres

nt Dongfe total s of

26深圳市特力(集团)股份有限公司2021年年度报告全文

Co. ng profit Disposa

Ltd. Motor of the l of

Co. Comp 25%

Ltd. any Equity

was in

appro Shenzh

ximat en

ely Dongfe

66.17 ng

millio Motor

n Co.yuan Ltd.”

(Notice

No.:

45)

released

on

Securiti

es

Times

Hong

Kong

Comme

rcial

Daily

and

Juchao

Website

(www.c

ninfo.co

m.cn)

IX. Analysis of main holding Company and stock-jointly companies

√Applicable □Not applicable

Particular about main subsidiaries and stock-jointly companies net profit over 10%

In RMB

Company Typ Main Register Operating Operating

Total assets Net assets Net profit

name e business capital revenue profit

Shenzhen Sub Sales of 58.96

sidi 469156780. 399589039. 36034018.0 87485071.74 61966279.3

Auto ary auto and million

27深圳市特力(集团)股份有限公司2021年年度报告全文

Industry accessorie yuan 78 12 5 5

and Trade s

Corporatio

n

Auto

maintenan

Shenzhen

ce and

SDG Huari Sub

productio 82337832.3 31501995.3 39729074.8

Auto sidi $ 5 million 5405825.85 3964557.97

n and 6 7 1

Enterprise ary

sales of

Co. Ltd.accessorie

s

Shenzhen

Sub 366.2219

Zhongtian Property 649982920. 456301971. 99043645.7 38425192.9

sidi million 50517425.98

Industrial rental 75 03 1 3

ary yuan

Co. Ltd.Shenzhen

Huari

Sub

Toyota 2 million 90295930.4 11184426.2 245772043.sidi Auto sales 1623189.55 914408.79

Auto sales yuan 5 7 22

ary

Service

Co. Ltd.Shenzhen

Xinyongto

ng Sub 19.61

Property 17772462.8 11439984.7

Automobil sidi million 7054168.59 2859091.89 2652289.26

rental 2 4

e Testing ary yuan

Equipment

Co. Ltd.Shenzhen

Tellus

Xinyongto

Sub 32.9

ng Property 94129713.5 73621338.3 13920281.7

sidi million 7651191.50 5744189.28

Automobil rental 1 5 7

ary yuan

e

Developme

nt Co. Ltd.Shenzhen

Tellus Sub 14

Property 18808436.3 15333132.7

Chuangyin sidi million 5067924.31 2826362.89 2531629.41

rental 7 3

g ary yuan

Technolog

28深圳市特力(集团)股份有限公司2021年年度报告全文

y Co. Ltd.Purchase

sales and

leasing of

gold

Shenzhen

jewelry

Tellus

and

Baoku Sub

precious 50 49555807.5 46842194.8 51555888.9 -1871707.9

Supply sidi million -1871658.06

metal yuan 0 8 9 7Chain ary

products

Tech. Co.coffer

Ltd.lease and

warehousi

ng

services

Jewellery

fair

planning

Shenzhen jewelleryon

Jewelry Sub consignm

ent 100 32767527.2 -6835081.7Industry sidi exhibition million 5312125.43 7229742.64 -6829081.776 5

Service ary planning yuan

Co. LTD conference services

and

marketing

planning

Join

Shenzhen t

Car sales

Zung Fu stoc 30

and 168505369. 78194012.4 119633556 26521546.6

Tellus Auto k million 28089762.03

maintenan 34 1 5.98 1

Service Co yuan

ce

Co. Ltd. mpa

ny

Investmen

Shenzhen Join t in

Tellus tstoc industry 123.70496 412219228. 94981481.5 94989415.3 19647999.3

Gman k property million 28357306.11

Co 87 6 0 6Investment mpa managem yuan

Co. Ltd. ny ent and

leasing

Particular about subsidiaries obtained or disposed in report period

√Applicable □Not applicable

Name Way to obtained and dispose in the Impact on overall operation and

29深圳市特力(集团)股份有限公司2021年年度报告全文

Period performance

An important part of the jewelry third

party operation service strategy of the

Company the Shanghai Fanyue is in

Shanghai Fanyue Diamond Co. Ltd. Newly established

progress of construction in 2021 and

with net profit of -240000 yuan for

2021.

X. Structured vehicle controlled by the Company

□Applicable √Not applicable

XI. Future development prospects

1. Development strategy

During the 14th Five-Year Plan period the company will be based on the new development stage center on thestrategic ideas of “adhering to the comprehensive value crossing the economic cycle using services to enhancethe value chain seeking capital assignment and deeply cultivating the development pattern of the third party ofjewelry” coordinate and promote the work throughout the year concentrate superior resources dynamically

adjust the focus of main business and strive to create new highs in quality and efficiency. Since the company

formulated the strategic plan to transform into a third-party comprehensive operation service provider in the

jewelry industry in 2014 it has been unswervingly promoting strategic transformation and project implementation

in accordance with the established strategy. After years of exploration and attempts substantial results have been

achieved. In the future the company will continue to go deep into the third-party service platform for jewelry

deepen the expansion of the third-party services for jewelry promote industrial upgrading improve production

capacity and efficiency and strive to become the most influential third-party comprehensive service provider in

the domestic jewelry and jade industry. Closely focus on the decomposition and implementation of the annual

goals of the “14th Five-Year” strategic plan and make overall plans for various tasks from four perspectives i.e.long-term perspective implementation operability and actual results and lead high-quality & healthy

development with high-quality business plans.

2. Business plan for 2022

In 2022 the company will continue to deepen the expansion of third-party services for jewelry fulfill the Tellus

spirit of “fairness diligence hard work and reality” and promote the formation of a team of fighters that work

together and have the same resonance.

(1) Strengthen the empowerment of party building and draw concentric circles for development

Fully implement the requirements of party building work in the new era. Reinforce theories and continue to do a

good job in the study and education of party members as required. Promote the integrated development of party

30深圳市特力(集团)股份有限公司2021年年度报告全文

building and management create a characteristic party building of “one enterprise one brand” and determine a

secretary project. Set up a vanguard service post for party members and organize party members to participate in

voluntary service activities and do good deeds for the people around them.

(2) Third-party business of jewelry: seek breakthroughs in development and seek practical results in innovation

Improve the business management system improve the safe and efficient operation internal control system

establish a talent training mechanism for jewelry and actively explore innovative talent selection and training

models by formulating effective key post successor and reserve talent selection plans to create a third-party high

quality talent team for jewelry.Shenzhen Jewelry Company will consolidate and strengthen the existing competitive pearl categories integrate

upstream resources and build a seawater pearl trading and distribution center facing the Asia-Pacific region; learn

from the development model of competitive categories to achieve breakthroughs in the development of diamonds

colored gems and other categories; expand the service coverage and and business scope of the bonded platform

expand business promotion ideas create special international bonded jewelry fairs of Shenzhen Jewelry form a

brand effect and radiate the whole country.Baoku supply chain will optimize the business process of gold purchase and sale and actively explore the supply

chain business of other gold jewelry categories.The third-party ecosystem of Jewelry will continue to actively explore third-party projects of the jewelry that can

give full play to its own advantages.

(3) Commercial operation management business

Tellus Gold Diamond Trading Building: In terms of engineering construction work hard speed up and strive for

excellence fulfill the completion acceptance ahead of schedule and strive to meet the conditions for commercial

tenants to enter for decoration before the end of the year.In terms of investment promotion and operation: link various projects to strengthen the publicity and promotion

efforts strengthen the team management for investment promotion focus on target customer groups and take

multiple measures to complete the decoration procurement investment promotion and other preparations for the

opening of Tellus Gold Diamond Trading Building with high quality.Tellus Jewelry Building will provide sincere services and carry out characteristic operation adhere to the purpose

of serving customers wholeheartedly innovate the operation service concept improve the supporting facilities and

equipment of the Building coordinate the integration and promotion of “Shenzhen Jewelry” “Baoku” and

“entrepreneurship and innovation” projects and build a procurement platform of “one-stop” supporting services.

31深圳市特力(集团)股份有限公司2021年年度报告全文

Tellus Life Experience Hall will strive to reach a new high in the investment attraction rate continue to improve

the quality and service of the experience hall through digital intelligent and refined management and create a

more comfortable shopping environment.Traditional property will pay close attention to the implementation of various tasks strengthen the planning

investment promotion packaging and market positioning of the property accelerate the quality improvement

increase the added value of property and maximize the overall level of property operating income.

(4) Automotive aftermarket business

In terms of automobile sales the company will implement a systematic brand promotion plan improve the quality

of marketing activities pay close attention to the flow of customers in stores and attract more customers. In terms

of maintenance services the company will improve customer retention and customer retention rates and the

annual visiting frequency and annual output value of each customer. In terms of testing services the company will

develop its own basic customers reform the existing business methods and introduce testing reception

consultants.

(5) Improve the talent echelon construction system and comprehensively enhance the quality of talent training

Attract talents by optimizing the recruitment channels and evaluating the entry and leaving situation. Improve the

rank promotion system and intensify the training of reserve talents and successors. Explore new models of modern

human resources management optimize and improve management efficiency and stimulate organizational

vitality.

(6) Strictly implement and keep unremitting efforts to do a good job in pandemic prevention and control

Pay close attention to the prevention and control of the pandemic and ensure all measures are put in place. Timely

and efficiently complete the information reporting of pandemic prevention and control and ensure that employees

conduct nucleic acid testing in a timely manner. Strengthen responsibilities prearrange planning for pandemic

prevention and control and carry out work in a forward-looking manner based on actual conditions.

(7) Do a good job in safety management eliminate potential safety hazards and ensure zero safety problems

Implement the responsibility of security principal and organize the signing of the company's safety responsibility

agreement. Improve the compilation of safety production management systems innovate safety management work

and complete the pilot project of special checklists in Buxin area. Carry out safety publicity training and

emergency drills and investigate and rectify potential safety hazards.

(8) Continue to promote management improvement and innovation and optimization

32深圳市特力(集团)股份有限公司2021年年度报告全文Firmly adhere to the management improvement strategy of “horizontal benchmarking identifying gaps; verticalbenchmarking surpassing ourselves” keep up with the first class strive to catch up challenging oneself and

continuously upgrade from the aspects of operation organization finance informatization and human resources.Create a work style that advocates innovation establish and improve the innovation incentive and fault tolerance

mechanism build a platform for sharing and promoting innovation achievements and build an internal driving

force for enterprise development.

3. Possible risks and countermeasures

In the process of strategy implementation and project operation we will objectively and clearly recognize the

possible risks and take active and effective measures to prevent them.

(1)Risk 1: Risk from market volatility

Affected by international situation epidemic in and out of China and other factors domestic economic growth is

slowing down the pressure of industrial restructure is increasing; outbreaks of COVID-19 recurs from time to

time causing a significant impact on the economic development the overall economic environment brings

uncertain impact on the Company’s operation.Countermeasures: in response to this risk the company will actively take various preventive measures. Firstly

continue to strengthen management improve efficiency through scientific management tap the potential to

increase revenue and comprehensively improve the profitability of the original business; secondly firmly

promote the pace of strategic transformation driving the transformation through innovative business models;

exploit the incremental markets expanding business scale and finding new profit growth points and continuously

enhance the market influence of the Company providing a favorable foundation for the long-term stable

development of the Company.

(2) Risk 2: Lack of talents restricts the transformation and development of enterprises

During the period of enterprise transformation and development with the rapid expansion of new business scale

enterprises have an increasing demand for all kinds of talents whether technical or management talents. However

the existing talent team is gradually unable to meet the requirements of development.Countermeasures: formulate “top-down” talent training goals and establish “bottom-up” talent training plans.With the help of professional human resources consultants formulate talent training and introduction plans in

combination with the third-party strategy of jewelry and the talent training cycle so that the talent training plan

and the enterprise development strategy are “in harmony”. Establish unselfish diligent and truth-seeking work

style improve cohesion and execution and ensure the stability of enterprise transformation.XII. Reception of research communication and interview during the reporting period

√Applicable □ Not applicable

33深圳市特力(集团)股份有限公司2021年年度报告全文

Basic

Reception Main contents of the discussion situation

Time Location Way Type

target and information provided index of

investigation

The Individu Consulting the earnings forecast Not

2021-01-06 Telephoning Investor

Company al of the Company applicable

The Individu Consulting operation of the Not

2021-01-07 Telephoning Investor

Company al Company applicable

The Individu Consulting the earnings forecast Not

2021-01-08 Telephoning Investor

Company al of the Company applicable

The Individu Consulting operation of the Not

2021-01-15 Telephoning Investor

Company al Company applicable

The Individu Consulting operation of the Not

2021-01-21 Telephoning Investor

Company al Company applicable

The Individu Consulting share reduction of the Not

2021-02-23 Telephoning Investor

Company al shareholders applicable

The Individu Consulting operation of the Not

2021-03-03 Telephoning Investor

Company al Company and share price applicable

The Individu Consulting main business of the Not

2021-03-11 Telephoning Investor

Company al Company applicable

The Individu Consulting the disclosure schedule Not

2021-03-25 Telephoning Investor

Company al for annual report applicable

The Individu Consulting operation of the Not

2021-04-08 Telephoning Investor

Company al Company applicable

The Individu Consulting future development Not

2021-04-13 Telephoning Investor

Company al plan of the Company applicable

The Individu Consulting number of the Not

2021-04-19 Telephoning Investor

Company al shareholders applicable

The Individu Consulting automotive business of Not

2021-04-28 Telephoning Investor

Company al the Company applicable

The Individu Consulting dividend distribution Not

2021-05-11 Telephoning Investor

Company al of the Company applicable

The Individu Consulting stock price of the Not

2021-05-18 Telephoning Investor

Company al Company applicable

The Individu Consulting future development Not

2021-05-26 Telephoning Investor

Company al plan of the Company applicable

Consulting the liability insurance

The Individu Not

2021-05-28 Telephoning Investor purchase by the Company for

Company al applicable

directors supervisors and senior

34深圳市特力(集团)股份有限公司2021年年度报告全文

executives

The Individu Consulting operation of the Not

2021-06-17 Telephoning Investor

Company al Company applicable

The Individu Consulting the earnings forecast Not

2021-06-28 Telephoning Investor

Company al for semi-annual applicable

The Individu Consulting operation of the Not

2021-07-02 Telephoning Investor

Company al Company for first half of the year applicable

The Individu Consulting the earnings forecast Not

2021-07-08 Telephoning Investor

Company al for semi-annual applicable

The Individu Consulting the earnings forecast Not

2021-07-09 Telephoning Investor

Company al for semi-annual applicable

The Individu Consulting business of the Not

2021-07-26 Telephoning Investor

Company al Company and stock price applicable

The Individu Consulting business of the Not

2021-08-03 Telephoning Investor

Company al Company applicable

The Individu Consulting business of the Not

2021-08-26 Telephoning Investor

Company al Company applicable

Consulting the liability insurance

The Individu purchase by the Company for Not

2021-08-31 Telephoning Investor

Company al directors supervisors and senior applicable

executives

The Individu Consulting business of the Not

2021-09-01 Telephoning Investor

Company al Company applicable

Consulting whether the Company

The Individu Not

2021-09-16 Telephoning Investor is interested in mergers &

Company al applicable

acquisitions

The Individu Consulting the performance Not

2021-09-24 Telephoning Investor

Company al results of Q3 applicable

The Individu Consulting share reduction of the Not

2021-10-13 Telephoning Investor

Company al shareholders applicable

The Individu Consulting operation of the Not

2021-10-27 Telephoning Investor

Company al Company applicable

The Individu Consulting business of the Not

2021-11-10 Telephoning Investor

Company al Company applicable

The Individu Consulting future planning of the Not

2021-11-23 Telephoning Investor

Company al Company applicable

The Individu Consulting numbers of the Not

2021-12-08 Telephoning Investor

Company al shareholders applicable

2021-12-23 The Telephoning Individu Investor Consulting operation of the Not

35深圳市特力(集团)股份有限公司2021年年度报告全文

Company al Company applicable

The Individu Consulting the performance Not

2021-12-29 Telephoning Investor

Company al results of Q4 applicable

36深圳市特力(集团)股份有限公司2021年年度报告全文

Section IV. Corporate Governance

I. Corporate governance of the Company

During the reporting period the Company strictly follow the relevant provisions of the Company Law Securities

Law Rules Governing the Listing of Stock on Shenzhen Stock Exchange Guidelines for Standardized Operation

of Listed Companies of Shenzhen Stock Exchange and other relevant laws and regulations continuously improve

the corporate governance structure of the Company and perfected the internal control system. During the reporting

period the Company operates standardized with strong independence and normal regulation in information

disclosure actual governance of the Company meets the requirements of the normative documents on the

governance of listed companies. Main aspects of the corporate governance are as follows:

1. Shareholders and Shareholders General Meeting

Convening and holding procedures of the shareholders general meeting deliberation procedures and

decision-making process are in compliance with the relevant regulations and requirements of Company Laws

Article of Association and Rules of Procedures of Shareholders General Meeting. To convene and hold the

shareholders general meeting can treat all shareholders fairly in particular to ensure that small and medium-sized

shareholders have equal rights according to the shares they hold. The Company seriously performing the

Management of Internet Voting at Shareholders General Meeting to ensure that all shareholders have the rights to

participate and vote in decision-making matters and fully exercise their rights. Lawyers were present at all

shareholders’ general meeting to effectively safeguard the legitimate rights and interest of the listed company and

all shareholders. The Company also communicate with small and medium-sized shareholders through interactive

easy the investor relations section on the official website and telephoning guarantee a smooth and fair

information exchange with the small and medium-sized shareholders and fully listen to the appeals and

suggestions from small and medium-sized shareholders.BOD convened and held the AGM of 2020 and one extraordinary shareholders’ general meeting during the

reporting period. And exercise their authority to forming the effective resolutions in accordance with the laws and

regulations Article of Associations and Rules of Procedure of the Shareholders’ General Meeting .

2. Directors and Board of Directors (BOD)

During the reporting period there were 9 members in the BOD including 3 independent directors. Number of the

BOD and structure of the personnel comply with the requirements of relevant laws and regulations and Article of

Association. Under the Board of Directors there are 3 specialized committees including strategy committee

auditing committee and remuneration and appraisal committee. Each specialized committee strictly complies with

the provision of relevant mechanisms and perform their responsibilities which effectively strengthened the

standardized operation of the work of BOD and provided a professional advice and reference for the

37深圳市特力(集团)股份有限公司2021年年度报告全文

decision-making from the Board.During the reporting period under the laws and regulations the Article of Association Rules of Procedure of the

BOD and rules of procedures for specialized committees 10 meetings of the Board and 4 meetings of the

specialized committees were held. Convening and holding procedures of the meetings deliberation procedures

and decision-making process are in compliance with relevant provisions; directors are able to attend the Meeting

of the Board in a serious and responsible manner actively participate in relevant training familiarize relevant laws

and regulations and understand their rights obligations and responsibilities as directors; members of the Board

have a reasonable professional knowledge structure and are able to perform duties diligently to safeguard the

overall interest of the Company; the independent directors expressed their prior approval and independent

opinions on relevant matters in a fair and diligent manner to enhance the scientific and impartial decision-making

of the Board.

3.Supervisors and Board of Supervisors (BOS)

During the reporting period BOS of the Company consisted of 5 supervisors including 2 employee representative

the number of the BOS and structure of the personnel comply with the requirements of relevant laws and

regulations and Article of Association. Under the laws and regulations the Article of Association Rules of

Procedure of the BOS 5 meetings of the BOS were held during the reporting period. BOS supervise the operation

conditions financial status as well we the legal compliance of the directors and senior executives in performing

their duties and safeguard the legitimate rights and interest of the Company and its shareholders.

4.Information disclosure and investor relations management

Strictly according to the requirement of Management Mechanism of the Information Disclosure the Company

designate secretary of the board to be responsible for the information disclosure and receiving visits and inquiries

from the shareholders. And disclose relevant information truthfully accurately completely and timely in serious

compliance with relevant regulations to ensure that all shareholders have the equal access to information.

5. Relationship between the controlling shareholder and listed company

The controlling shareholders exercise right of capital contributors through shareholders’ general meeting

according to the laws they are not interfere in any other way directly or indirectly with the decision-making and

operation activities of the Company and no appropriation of funds from listed companies occurred; the Company

and controlling shareholders have “5 separations” in terms of assets finance personnel organization and business;

BOD BOS and internal management bodies are able to operate independently and ensuring that major decisions

are made in accordance with standardized procedures. There are no routine related transactions occurred between

the Company and controlling shareholders which is detrimental to the interest of the Company and other

shareholders.

6. Performance evaluation and incentive restraint mechanism

38深圳市特力(集团)股份有限公司2021年年度报告全文

The open and transparent performance evaluation criteria and incentive restraint mechanism for directors

supervisors and senior executives are gradually establish and improves by the Company. The appointment of

senior executives is open and transparent and in compliance with laws and regulations.

7. Stakeholders

While pursuing the economic benefits and safeguarding the interest of the shareholders the Company is able to

fully respecting and safeguarding the legitimate rights and interest of the stakeholders and communicate &

cooperate with them effectively. The Company lay emphasis on the protection of employee rights and give strong

backing to exercise authority according to the law by the employees congress and labor union. During the

reporting period the Company cultivated talents and think highly of the social responsibility pay close attention

to the social and public welfare undertakings as well-being environmental protection and volunteer services

while achieving economic benefits the Company also earns a good social benefits.As of the end of the reporting period actual corporate governance of the Company complies with the

requirements of normative documents with corporate governance of listed companies concerned issued by CSRC.Whether there are significant differences between the actual state of corporate governance and laws administrative regulations and

the provision with governance concerned for listed companies issued by CSRC

□Yes √ No

There are no significant differences between the actual state of corporate governance and laws administrative regulations and the

provision with governance concerned for listed companies issued by CSRC

II. Independence of the Company relative to controlling shareholder and the actual controller

in ensuring the Company’s assets personnel finance institution and businesses

The Company has been independent from the controlling shareholders in terms of business personnel asset

institution and finance. The Company has independent and complete business and is able to operate

independently.

1. Business: the Company belongs to independent legal person entity. Being completely independent from

controlling shareholders it has independent and complete business system and is able to operate independently.The Company owns an independent operation and service system and its major business. There is no

inter-competition between the Company and its controlling shareholders and related parties.

2. Personnel: the Company establishes complete labor human resources and salary management systems. Senior

executive as GM Deputy GM CFO and Secretary of the Board etc. are receives remuneration from the Company

during their office term and no one takes position in the enterprises owned by shareholders.

3. Assets: The Company independently and completely owns the business system and underlying assets related to

39深圳市特力(集团)股份有限公司2021年年度报告全文

the operation and independently registers establishes accounts adjusts accounts and manages the assets and the

assets are independent of the controlling shareholders and other enterprises controlled by them.

4. Finance: the Company has independent financial accounting department which set independent accounting

calculation system and finance management system. No controlling shareholder intervenes in the capital

application of the Company. The Company opens separate bank accounts. No capital is saved in the financial

Company or settlement center account controlled by substantial shareholder or other related parties; the Company

does not share bank account with controlling shareholders and other enterprise under their control. And The

Company pays taxes by law independently.

5. Institution: the board the supervisory committee and other internal institutions of the Company operate

independently. All the institutions of the Company are set according to the standards requirements applicable to

listed Company and actual business natures of the Company. It has independent office location.III. Horizontal competition

□Applicable √Not applicable

IV. In the report period the Company held annual shareholders’ general meeting and

extraordinary shareholders’ general meeting

1. Annual Shareholders’ General Meeting in the report period

Ratio of

Session of investor Date of

Type Meeting Date Resolutions

meeting participat disclosure

ion

Found more in Resolution of the Annual

General Meeting of 2020 (Notice No.:

Annual General

AGM 63.60% 2021-05-13 2021-05-14 2021-022) released on Securities Times

Meeting of 2020

Hong Kong Commercial Daily and

Juchao Website (www.cninfo.com.cn)

Found more in Resolution of the First

First Extraordinary General Meeting of 2021

Extraordinary

Extraordinary (Notice No.: 2021-035) released on

General 62.18% 2021-09-13 2021-09-14

General Meeting Securities Times Hong Kong

Meeting

of 2021 Commercial Daily and Juchao Website

(www.cninfo.com.cn)

2. Request for extraordinary general meeting by preferred stockholders whose voting rights restore

□Applicable √Not applicable

40深圳市特力(集团)股份有限公司2021年年度报告全文

V. Directors supervisors and senior executives

1. Basic information

Number

Shares Number of

Other Shares

held at of shares shares

Worki Start dated chang held at

End date of period increase decreas

Name Title ng Sex Age of office es period-

office term -begin d in this ed in

status term (share end

(share period this

) (share)

) (share) period

(share)

Fu Curre

Chair

Chunl ntly in M 49 2018-09-07 2024-09-12 0 0 0 0 0

man

ong office

Curre

Hong Direct

ntly in M 48 2021-09-13 2024-09-12 0 0 0 0 0

Wenya or

office

Yang Curre

Direct

Hongy ntly in M 44 2021-09-13 2024-09-12 0 0 0 0

or

u office

Direct Curre

Wu

or ntly in M 51 2021-09-13 2024-09-12 0 0 0 0 0

Ruikai

GM office

Curre

Lou Direct

ntly in F 54 2018-02-09 2024-09-12 0 0 0 0 0

Hong or

office

Curre

Lou

CFO ntly in F 54 2018-01-04 2024-09-28 0 0 0 0 0

Hong

office

Gu Curre

Direct

Zhimi ntly in M 51 2018-09-07 2024-09-12 0 0 0 0 0

or

ng office

Indepe

Hu Curre

ndent

Yumin ntly in M 57 2018-01-04 2024-09-12 0 0 0 0 0

directo

g office

r

Indepe

Jiang Curre

ndent

Dingh ntly in M 59 2018-09-07 2024-09-12 0 0 0 0 0

directo

ang office

r

41深圳市特力(集团)股份有限公司2021年年度报告全文

Indepe

Curre

Zhang ndent

ntly in M 48 2018-09-07 2024-09-12 0 0 0 0 0

Dong directo

office

r

Chair

man of

Guo the Curre

Xiaod Superv ntly in M 58 2018-09-07 2024-09-12 0 0 0 0 0

ong isory office

Comm

ittee

Zhang Curre

Superv

Baoju ntly in M 52 2021-09-13 2024-09-12 0 0 0 0 0

isor

n office

Zeng Curre

Superv

Xingy ntly in M 41 2021-09-13 2024-09-12 0 0 0 0 0

isor

u office

Emplo

Liu Curre

yee

Haiche ntly in F 53 2018-09-07 2024-09-12 0 0 0 0 0

superv

ng office

isor

Emplo

Curre

Zhang yee

ntly in M 38 2018-09-07 2024-09-12 0 0 0 0 0

Zheng superv

office

isor

Deput

y

Secret

Curre

Tan ary of

ntly in M 54 2018-09-07 2024-09-28 0 0 0 0 0

Zhong the

office

Party

Comm

ittee

Curre

Xie Deput

ntly in M 57 2018-10-25 2024-09-28 0 0 0 0 0

Jing y GM

office

Curre

Qi Deput

ntly in M 49 2021-09-29 2024-09-28 0 0 0 0 0

Peng y GM

office

Qi Secret Curre

M 49 2015-12-28 2024-09-28 0 0 0 0 0

Peng ary of ntly in

42深圳市特力(集团)股份有限公司2021年年度报告全文

the office

Board

Direct

Lv Leave

or M 61 2018-09-07 2021-09-13 0 0 0 0 0

Hang office

GM

Feng Deput Leave

M 55 2006-06-17 2021-09-29 0 0 0 0 0

Yu y GM office

Direct Leave

Yu Lei F 54 2012-06-06 2021-09-13 0 0 0 0 0

or office

Zhang

Direct Leave

Quanx M 49 2015-05-20 2021-09-13 0 0 0 0 0

or office

un

Chen

Superv Leave 2017-05-04

Yangs M 59 2021-09-13 0 0 0 0 0

isor office

heng

Yang

Superv Leave

Jianpi F 50 2018-09-07 2021-09-13 0 0 0 0 0

isor office

ng

Total -- -- -- -- -- -- 0 0 0 0 0

During the reporting period whether there was any departure of directors and supervisors and dismissal of Senior Officers

√ Yes □ No

During the reporting period directors supervisors and senior executives of the Company have left the Company due to expiration of

their office term.Changes of directors supervisors and senior executives

√Applicable □ Not applicable

Name Title Type Date Reason

Wu Ruikai Director Be elected 2021-09-13 Change the term of office

Wu Ruikai GM Appointments 2021-09-13 Change the term of office

Hong Wenya Director Be elected 2021-09-13 Change the term of office

Yang Hongyu Director Be elected 2021-09-13 Change the term of office

Zhang Baojun Supervisor Be elected 2021-09-13 Change the term of office

Zeng Xingyu Supervisor Be elected 2021-09-13 Change the term of office

Qi Peng Deputy GM Appointments 2021-09-29 Change the term of office

Director and Leaving at the end of Change the term of office

Lv Hang 2021-09-13

GM the term of office Leave office

Leaving at the end of Change the term of office

Feng Yu Deputy GM 2021-09-29

the term of office Leave office

43深圳市特力(集团)股份有限公司2021年年度报告全文

Leaving at the end of Change the term of office

Yu Lei Director 2021-09-13

the term of office Leave office

Zhang Leaving at the end of Change the term of office

Director 2021-09-13

Quanxun the term of office Leave office

Chen Leaving at the end of Change the term of office

Supervisor 2021-09-13

Yangsheng the term of office Leave office

Leaving at the end of Change the term of office

Yang Jianping Supervisor 2021-09-13

the term of office Leave office

2. Post-holding

Professional background major working experience and present main responsibilities in Company of directors supervisors and

senior executive

Name Main work experience and holding the post

Born in 1973 Master degree senior human resources manager. He ever took the Deputy Team Leader in Work Team

of Shenzhen SDG Huatong Packaging Co. Ltd. Business Deputy General Manager /GM and deputy

Fu Chunlong director/director of HR Department of Shenzhen SDG Co. Ltd. and vice President of Shenzhen Special

Development Group Co. Ltd. Supervisor of Shenzhen State-owned Duty-Free Commodities (Group) Co. Ltd and

the Company. He is currently the secretary of the Party Committee and Chairman of the Board of the Company.Born in 1974 Master degree senior accountant. He previously served as the audit manger of Shenzhen Laiyingda

Group director of finance dept. of Shenzhen Carnival Industrial Co. Ltd the finance manager of business dept and

audit manager of supervision and audit headquarters of Guoxin Securities Co. ltd Finance manager of Shenzhen

Huazhenglian Co. Ltd deputy manager of audit department of Shenzhen Yunfa Group CFO of Shenzhen Building

Hong Wenya Science Research deputy director of finance department of Shenzhen Capital Holdings Co. Ltd the budget

management and financial supervision of municipal state-owned enterprise-statistic and budget division of SASAC

and the deputy head of finance depart and head of compliance and risk control depart of Shenzhen Kung Peng Equity

Investment Management Co. Ltd. He is currently a member of the Party Committee and CFO of Shenzhen Special

Development Group Co. Ltd and Director of the Company.Born in 1978 Master degree intermediate economist. Worked as an assistant economist in Guangdong Provincial

Postal Storage and Exchange Bureau staff and deputy director of investment department of Shenzhen Capital

Holdings Co. Ltd the vice president of corporate department and director of the office of the Board Secretary of

Shenzhen Special Development Group Co. Ltd.(and a part-time secretary of the board of Shenzhen Special

Yang Hongyu

Development Group Co. Ltd. Chairman of Shenzhen SDG Investment Co. Ltd Chairman of risk control committee

of SDG Fuhai Equity Investment Fund Management (Shenzhen) Co. Ltd.) Director GM and Deputy Secretary of

the Party Committee of Shenzhen SDG Information Co. Ltdand secretary of the Board of Shenzhen Special

Development Group Co. Ltd. Currently he is the Director of the Company.Born in 1971 Master degree intermediate economist and senior human resource manager. He has worked as deputy

director of administrative office director of board secretariat and manager of Party and personnel department of

Wu Ruikai

Shenzhen Tellus Holding Co. Ltd. the vice president and director of corporate department II of Shenzhen Special

Development Group Co. Ltd. Currently he is the Director and GM of the Company.Born in 1968 a Bachelor degree and senior account. Used to worked as staff of the financial dept. in Suzhou Silk

Lou Hong

Industry Company and in Shenzhen Southeast Silk Co. Ltd.; staff of the accounting & financial dept. of Shenzhen

44深圳市特力(集团)股份有限公司2021年年度报告全文

Special Economic Zone Development (Group) Company and worked in accounting management office; also worked

as deputy GM of Shenzhen SDG Liancheng Real Estate Development Co. Ltd.; manager of the financial dept. of

Shenzhen SDG Investment Co. Ltd.; the business manager and deputy director in accounting & financial dept. of

Shenzhen SDG Group Co. Ltd.; CFO of the Shenzhen SDG Real Estate Co. Ltd. and Director and CFO of the

Shenzhen SDG Xiaomeisha Investment Development Co. Ltd. Currently works as the Director and CFO of the

Company.Born in 1971 senior gold investment analyst once served as an employee of the business department of Guilin

Wanya Jewellery Co. Ltd. business director of Shenzhen Chenzhixin Jewellery Co. Ltd. business director of the

domestic division of Lukfook Group (International) Co. Ltd. general manager of Shenzhen Jinglon Jewellery Co.Gu Zhiming

Ltd. and Chief Operating Officer of Shenzhen Xingguangda Jewellery Co. Ltd. and currently serves as the deputy

general manager of Shenzhen Yuepeng Gold Jewellery & Gold Co. Ltd. Chairman and GM of Shenzhen Link Gold

Tec & Co. Ltd. and a Director of the Company.Born in 1965 a doctoral candidate and accounting professor. He successively served as a teaching assistant lecturer

and vice professor of Xiamen University associate professor of the school of management vice director and director

Hu Yuming of accounting department of Jinan University the deputy dean of the school of international institute and school of

management of the Jinan University. Now he serves as the professor and doctoral supervisor of school of

management of the Jinan University and Independent Director of the Company

Born in 1963 a master degree and a lawyer. He successively served as the minister of legal consultation department

of Shenzhen Social Security Bureau deputy director of Shenzhen Labor Bureau Office director of general office of

Jiang Dinghang Shenzhen SDG GM of the Shenzhen SDG Songli Company GM of the Shenzhen Communications Industry Co.Ltd and apprentice lawyer of Guangdong Zhong An Laws Firm. Now he serves as senior partner of Shanghai

ALLBRIGHT (Shenzhen) Law Office and Independent Director of the Company.Born in 1974 a doctoral candidate postdoctoral economics senior Economist senior gold investment analyst and

GIA Research Gemologist. He successively served as Deputy GM of Shenzhen Qiang Zhuang Computer Tech. Co.Ltd Deputy GM of Shenzhen Brain Age Economic and Cultural Co. Ltd the assistant president of Hong Kong

Zhang Dong

Leader Culture Media Co. Ltd GM of Shenzhen Zhong Shi Advertising Co. Ltd GM of Heilongjiang Luk Kwai

Fook Jewelry Limited and President of Luk Kwai Fook Jewelry Group. No he serves as GM of Yijixuan Jewelry

(Chengdu) Co. Ltd and Independent Director of the Company.

Born in 1964 a bachelor degree and senior economist. He successively served as assistant engineer of Shuangliao

Agricultural Machinery Bureau in Jilin Province engineer of Fourth Research Laboratory of Jilin Institute of

Agricultural Machinery manager of Gaodao industrial (Shenzhen) Co. Ltd. minister of the engineering dept.deputy GM and GM of Shenzhen SDG Development Center Property Management Company deputy GM of

Guo Xiaodong Shenzhen SDG Development Center Construction Supervision Company Director and GM of Shenzhen SDG

Development Center Property Management Company deputy GM of Shenzhen SDG Property Co. Ltd. Chairman

of the Supervisory Committee of Shenzhen SD Real Estate Co. Ltd and Chairman of the Supervisory Committee of

Shenzhen SDG Xiaomeisha Tourism Development Co. Ltd. Now he serves as Chairman of Supervisory Committee

of the Company

Born in 1970 Master degree intermediate economist. Previously he was the funds dispatcher finance and

accounting division of China First Automobile Group Corporation manager of capital and finance department of

Shenzhen Tianda Industrial Co. Ltd and worked in the Hongli Office of Shenzhen Luohu Branch China Guangda

Zhang Baojun

Bank and audit & supervision department of Shenzhen Special Economic Zone Development Group Corporation the

finance manager of Shenzhen SDG Real Estate Development Co. Ltd and Shenzhen SDG Property Management

Co. Ltd the business manager deputy director and director of audit & supervision department of Shenzhen SDG

45深圳市特力(集团)股份有限公司2021年年度报告全文

Co. Ltd. Now he is the GM of audit and risk control department of Shenzhen Special Development Group Co. Ltd

and Supervisor of the Company.Born in 1981 Master degree senior economist. Previously he was the field finance of Wenzhou C&U Group an

accounting of Han’s Laser Technology Co. Ltd accounting supervisor assistant business manager business

manager assistant GM of finance department and vice president of finance department of Shenzhen Airport

Zeng Xingyu

(Group)Co. ltd and the CFO of Shenzhen Qianhai Yejian Technology Development Co. ltd. Now he is the vice

president of accounting and finance department of Shenzhen Special Development Group Co. Ltd and Supervisor of

the Company

Born in 1969 Master degree senior economist. Previously she worked as design staff of Dongfeng Automobile

Wheel Co. Ltd technical staff of Shenzhen Dongfeng Motor Co. Ltd the secretariat staff of Shenzhen Automobile

Liu Haicheng Industry Association the employee of the management depart of the automotive division of the Company

employees deputy general managers and manager of the business department of the Company. Currently she is the

director of Company’s secretariat of the Board and employee representative supervisor.Born in 1984 a Bachelor degree an intermediate accountant and senior human resource manager. He successively

served as senior auditor of Shenzhen Branch of Shenzhen Zhongqin Wanxin Accountant Affairs the financing

Zhang Zheng commissioner of planning & finance dept. of SDG deputy manager of the planning & finance dept. of the Company.Now he serves as deputy manager of the audit supervision department and employee representative supervisor of the

Company

Born in 1968 has a bachelor’s degree and is qualified as a lawyer and a corporate legal consultant formerly served

as legal counsel and deputy manager of the Enterprise Management Department of Shenzhen Automobile Industry

and Trade Corporation deputy director of the board secretary legal affairs representative and manager of the

Tan Zhong

enterprise management department of the Company general manager and general Party branch secretary of

Shenzhen SDG Huari Auto Enterprise Co. Ltd. and currently serves as the full-time deputy secretary of the Party

Committee of the Company.Born in 1965 a citizenship of Canadian bachelor’s degree and a senior engineer national registered supervision

engineer. He successively served as structural engineer of Hunan Light Industry Design Institute engineer of the

Xie Jing Hunan Branch of Bank of China assistant GM of the real estate dept. and GM of Engineering department of SDG

deputy GM of Shenzhen Jincheng Real Estate Group Co. Ltd. the executive president of Shenzhen Jiaanda Group

and GM etc. of the land reserve center of Weiye Holding. Currently he serves as Deputy GM of the Company.Born in 1973 master's degree economist he has obtained the qualification certificate of secretary of the board from

Shenzhen Stock Exchange. He successively served as secretary to the president and director in information center of

Shenzhen Special Economic Zone Development (Group) Co. Ltd.; deputy director in secretariat of the board and

deputy manager in enterprise development department and manager in automobile business department and

Qi Peng

management department of Shenzhen Tellus(Group) Co. Ltd.; general manager of Shenzhen Tellus Automobile

Service Chain Co. Ltd.; general manager of Shenzhen Tellus New Yongtong Automobile Development Co. Ltd.;

director secretariat of the board of Shenzhen Tellus(Group) Co. Ltd.; and now the is the Deputy GM and secretary

of the Board of the Company

Post-holding in shareholder’s unit

√Applicable □Not applicable

Received

Position in

Name Name of shareholder’s unit Start dated of End date of

shareholder’s unit n office term office term

remuneration

from

46深圳市特力(集团)股份有限公司2021年年度报告全文

shareholder’s unit

(Y/N)

Shenzhen Special Member of Party

Hong Wenya Development Group Co. Committee Director 2021-06-01 N

Ltd. CFO

Shenzhen Special

December

Yang Hongyu Development Group Co. Secretary of the Board 2021-07-01 Y

2021

Ltd.Shenzhen Special GM of Corporate

Wu Ruikai Development Group Co. Management and 2017-03-01 August 2021 Y

Ltd. Legal Department

Shenzhen Special

GM of Audit and Risk

Zhang Baojun Development Group Co. 2017-03-01 Y

Control Department

Ltd.Shenzhen Special Deputy GM of

Zeng Xingyu Development Group Co. Accounting and 2021-01-01 Y

Ltd. Finance Department

Post-holding in other unit

√Applicable □Not applicable

Received

Position in other remuneration

Name Name of other units Start dated of End date of

unit n office term office term from other unit

(Y/N)

Shenzhen Yue Peng Jin Jewelry

Gu Zhiming Deputy GM 2011-05-01 Y

Co. Ltd

Shenzhen Link Gold Tec & Co.Gu Zhiming Chairman GM 2019-09-24 Y

Ltd.Professor and

Doctoral

Hu Yuming Jinan University supervisor 2003-06-01 Y

school of

management

Jiang Shanghai ALLBRIGHT (Shenzhen)

Senior partner 2005-04-01 Y

Dinghang Law Office

Yijixuan Jewelry (Chengdu) Co.Zhang Dong GM 2021-09-03 Y

Ltd

Post-holding

N/A

in other unit

Punishment of securities regulatory authority in recent three years to the Company’s current and outgoing directors supervisors and

47深圳市特力(集团)股份有限公司2021年年度报告全文

senior management during the reporting period

□Applicable √Not applicable

3. Remuneration for directors supervisors and senior executives

Decision-making procedures recognition basis and payment for directors supervisors and senior executives

Decision-making procedures recognition basis and payment for directors supervisors and senior executives

executes in strict accordance with the "Salary Management System for Headquarters of Shenzhen Tellus(Group)

Co. Ltd. " "Staff Performance Management System for Headquarters of Shenzhen Tellus (Group) Co. Ltd."

"Implementing Rules of Remuneration and Appraisal Committee of the Board of Shenzhen Tellus(Group) Co.Ltd." "Annual Performance Management Approaches for Leading Group Members of Shenzhen Tellus(Group)

Co. Ltd." and other relevant system regulations.Remuneration for directors supervisors and senior executives in reporting period

In 10 thousand Yuan

Total Whether

remuneration remuneration

Post-holding

Name Title Sex Age obtained from obtained from

status

the Company related party of

(before taxes) the Company

Currently in

Fu Chunlong Chairman M 49 115.71 N

office

Currently in

Hong Wenya Director M 48 0 N

office

Currently in

Yang Hongyu Director M 44 0 Y

office

Currently in

Wu Ruikai Director GM M 51 19.67 N

office

Currently in

Lou Hong Director CFO F 54 82.41 N

office

Currently in

Gu Zhiming Director M 51 0 N

office

Independent Currently in

Hu Yuming M 57 8 N

director office

Independent Currently in

Jiang Dinghang M 59 8 N

director office

Independent Currently in

Zhang Dong M 48 8 N

director office

48深圳市特力(集团)股份有限公司2021年年度报告全文

Chairman of the

Currently in

Guo Xiaodong Supervisory M 58 76.62 N

office

Committee

Currently in

Zhang Baojun Supervisor M 52 0 Y

office

Currently in

Zeng Xingyu Supervisor M 41 0 Y

office

Employee Currently in

Liu Haicheng F 53 49.34 N

supervisor office

Employee Currently in

Zhang Zheng M 38 42.89 N

supervisor office

Deputy Secretary

Currently in

Tan Zhong of the Party M 54 87.14 N

office

Committee

Currently in

Xie Jing Deputy GM M 57 146.19 N

office

Deputy GM

Currently in

Qi Peng Secretary of the M 49 79.73 N

office

Board

Lv Hang Director GM M 61 Leave office 101.57 N

Feng Yu Deputy GM M 55 Leave office 78.3 N

Yu Lei Director F 54 Leave office 0 Y

Zhang

Director M 49 Leave office 0 N

Quanxun

Chen

Supervisor M 59 Leave office 0 N

Yangsheng

Yang Jianping Supervisor F 50 Leave office 0 Y

Total -- -- -- -- 903.57 --

VI. Responsibility performance of directors during the reporting period

1. The board of directors during the reporting period

Session of meeting Date of meeting Disclosure date Meeting resolutions

Found more in the Resolution of The

19th Extraordinary Meeting of the 9th

The 19th Extraordinary Meeting of

2021-01-14 2021-01-15 Board of Directors (Notice No.:

the 9th Board of Directors

2021-001) released on Securities Times

Hong Kong Commercial Daily and

49深圳市特力(集团)股份有限公司2021年年度报告全文

Juchao Website (www.cninfo.com.cn)

Found more in the Resolution of The

20th Extraordinary Meeting of the 9th

The 20th Extraordinary Meeting of Board of Directors (Notice No.:

2021-02-042021-02-05

the 9th Board of Directors 2021-005) released on Securities Times

Hong Kong Commercial Daily and

Juchao Website (www.cninfo.com.cn)

Found more in the Resolution of The

21st Extraordinary Meeting of the 9th

The 21st Extraordinary Meeting of Board of Directors (Notice No.:

2021-04-132021-04-14

the 9th Board of Directors 2021-010) released on Securities Times

Hong Kong Commercial Daily and

Juchao Website (www.cninfo.com.cn)

Found more in the Resolution of The

10th Session of 9th Board of Directors

The 10th Session of 9th Board of (Notice No.: 2021-012) released on

2021-04-152021-04-16

Directors Securities Times Hong Kong

Commercial Daily and Juchao Website

(www.cninfo.com.cn)

Found more in the Notice (Notice No.:

2021-021) released on April 29 in

The 11th Session of 9th Board of

2021-04-28 2021-04-29 Securities Times Hong Kong

Directors

Commercial Daily and Juchao Website

(www.cninfo.com.cn)

Found more in the Notice (Notice No.:

2021-029) released on August 20 in

The 12th Session of 9th Board of

2021-08-19 2021-08-20 Securities Times Hong Kong

Directors

Commercial Daily and Juchao Website

(www.cninfo.com.cn)

Found more in the Resolution of The

22nd Session of 9th Board of Directors

The 22nd Session of 9th Board of (Notice No.: 2021-030) released on

2021-08-272021-08-28

Directors Securities Times Hong Kong

Commercial Daily and Juchao Website

(www.cninfo.com.cn)

Found more in the Resolution of The

First Extraordinary Meeting of the 10th

The First Extraordinary Meeting of Board of Directors (Notice No.:

2021-09-132021-09-14

the 10th Board of Directors 2021-037) released on Securities Times

Hong Kong Commercial Daily and

Juchao Website (www.cninfo.com.cn)

50深圳市特力(集团)股份有限公司2021年年度报告全文

Found more in the Resolution of The

Second Extraordinary Meeting of the

The Second Extraordinary Meeting 10th Board of Directors (Notice No.:

2021-09-292021-09-30

of the 10th Board of Directors 2021-040) released on Securities Times

Hong Kong Commercial Daily and

Juchao Website (www.cninfo.com.cn)

Found more in the Notice (Notice No.:

2021-046) released on October 23 in

The First Session of 10th Board of

2021-10-22 2021-10-23 Securities Times Hong Kong

Directors

Commercial Daily and Juchao Website

(www.cninfo.com.cn)

2. The attending of directors to Board meetings and shareholders general meeting

The attending of directors to Board Meeting and Shareholders General Meeting

Times of Board Times of

Absent the Times of

meeting attending the Times of

Times of Times of Meeting for the attend the

Director supposed to Board Meeting entrusted

Presence Absence second time in a general

attend in the by presence

row (Y/N) meeting

report period communication

Fu

10 3 7 0 0 N 1

Chunlong

Hong

3 1 2 0 0 N 0

Wenya

Yang

3 1 2 0 0 N 0

Hongyu

Wu

3 1 2 0 0 N 0

Ruikai

Lou Hong 10 3 7 0 0 N 2

Gu

10 2 8 0 0 N 1

Zhiming

Hu

10 2 8 0 0 N 1

Yuming

Jiang

10 3 7 0 0 N 2

Dinghang

Zhang

10 2 8 0 0 N 0

Dong

Explanation of absent the Board Meeting for the second time in a row

There were no two instances of non-attendance at the Board Meeting in person during the reporting period

51深圳市特力(集团)股份有限公司2021年年度报告全文

3. Objection for relevant events from directors

Directors come up with objection about Company’s relevant matters

□ Yes √ No

No directors come up with objection about Company’s relevant matters in the Period

4. Other explanation about responsibility performance of directors

The opinions from directors have been adopted

√ Yes □ No

Director's statement to the Company that a proposal has been or has not been adopted

During the reporting period non-independent directors independent directors of the Company carried out their

works in strict accordance with the Company Law Securities Laws Guidelines of Corporate Governance for

Listed Companies Guidelines for the Standardized Operation of Listed Companies on Shenzhen Stock Exchange

and Article of Association and Rules of Procedures of the BOD. They perform duties faithfully and diligently

actively attend relevant Meetings on time and carefully considering all proposals. With the specialized knowledge

and experience independent directors provided professional advice on the strategic development internal control

and major business decisions of the Company and effectively supervise the financial of the Company production

and operation activities and information disclosure which plays a positive role in future development of the

Company and standardized operation and promoting the management levels.VII. The special committees under the board during the reporting period

Specific

Important

Numbe Other circumstanc

comments

Committee r of perform es of the

Members Date of Meeting content and

name meetin ance of objection

meeting suggestions

gs held duties (if

made

applicable)

Review of the preliminary

2021-02-0

arrangements for the audit Approved - -

4

of the Annual Report 2020

Hu Yuming Review of the financial

2021-04-0

Yu Lei Lou status and results of the Approved - -

Audit 5

Hong Jiang 3 operation for year of 2020

committee

Dinghang Review of the renewal of

Zhang Dong the appointment of RSM

2021-08-2

Certified Public Approved - -

7

Accountants (Special

General Partnership) as the

52深圳市特力(集团)股份有限公司2021年年度报告全文

financial auditor and

internal control auditor of

the Company for year of

2021

薪酬与考核 Jiang

Review and approved the

委员会 Dinghang Fu

Business Performance and

Remunerati Chunlong Yu 2021-08-1

1 Remuneration Plan for year Approved - -

on and Lei Hu 9

of 2020 of the senior

appraisal Yuming

executives

committee Zhang Dong

VIII. Works from Supervisory Committee

The Company has risks in reporting period that found in supervisory activity from supervisory committee

□ Yes √ No

Supervisory committee has no objection about supervision events in reporting period

IX. Particulars of workforce

1. Number of Employees Professional composition Education background

Employee in-post of the parent Company at period-end

122

(people)

Employee in-post of main Subsidiaries at period-end (people) 176

The total number of current employees at period-end (people) 298

The total number of current employees to receive pay (people) 298

Retired employee’ s expenses borne by the parent Company

15

and main Subsidiaries (people)

Professional categories

Types of professional category Numbers of professional category

Production staff 0

Sales staff 87

Technical staff 75

Financial staff 24

Administration staff 112

Total 298

Education background

Type of education background Numbers (people)

Master 28

53深圳市特力(集团)股份有限公司2021年年度报告全文

Bachelor degree 85

Junior college 65

Other 120

Total 298

2. Remuneration Policy

The Company strictly complies with the "Remuneration Management System of Headquarters Staff of Shenzhen

Tellus Holding Co. Ltd." and "Performance Management Measures for Headquarters Staff of Shenzhen Tellus

Holding Co. Ltd."

3. Training programs

The training works are focuses on the improvement of middle-level managers and management skills the

improvement of the professional skills of reserve talents and core backbones. In the actual training work we will

continuously enrich the training contents expand the training form optimize the training process clarify the

training purpose and improve the training effect. The specific measures are as follows: firstly enrich the entry

learning database for new employees and accelerate the integration of new employees into the company; secondly

strengthen the professional training of grassroots employees and improve the quality of employees; thirdly

strengthen departmental training quota management and improve the use efficiency of training funds; fourthly

optimize the rewards rules of network college and continuously improve the learning atmosphere; the fifth is to

refine the management ability requirements and carry out targeted training for middle-level managers to improve

management capabilities; the sixth is to focus on external training and conduct strategic management skills

training to enhance the horizons of senior personnel.

4. Labor outsourcing

√Applicable □Not applicable

Total hours of labor outsourcing (hours) 1408

Total remuneration paid for labor outsourcing (Yuan) 69347.51

X.Profit distribution and capitalizing of common reserves plan

Formulation Implementation and Adjustment of Profit Distribution Policy Especially Cash Dividend policy during the Reporting

Period

√Applicable □Not applicable

The company attaches great importance to the reasonable returns for investors; the Articles of Association clearly

defines the standards and proportions of cash dividends the decision-making procedures and mechanisms and the

form of profit distribution. The company strictly complies with the Articles of Association and the resolutions of

54深圳市特力(集团)股份有限公司2021年年度报告全文

the shareholders' general meeting the dividends standards and proportions are clear relevant decision-making

procedures and mechanisms are complete the independent directors are responsible and give play to their duties

the medium and small shareholders have the opportunities to express their opinions and demands and the

legitimate rights and interests of medium and small shareholders are fully maintained.Special description on cash dividend policy

Whether it meets the requirements of the Article of Association

Y

or the Resolution of the General Meeting (Y/N):

Whether the bonus standards and proportion is clear and

Y

well-defined (Y/N):

Whether has a completed relevant decision-making procedures

Y

and mechanism (Y/N):

Whether independent directors fulfill duties and play a due role

Y

(Y/N):

Minority shareholders whether has opportunity of full

expression and appeals the legal interest of the minority are Y

being protected totally (Y/N):

As for the adjustment and change of cash bonus policy the

condition and procedures whether meets regulations and Y

transparent (Y/N):

The Company is profitable during the reporting period and the parent company has positive profit available for distribution to

shareholders without cash dividend distribution plan proposed

□ Applicable √ Not applicable

Profit distribution plan and capitalizing of common reserves plan for the Period

√Applicable □ Not applicable

Bonus shares for every 10-share (Share) 0

Dividends for every 10-share (Yuan)(Tax

0.25

included)

Equity base of distribution plan (Share) 431058320

Cash bonus distribution (Yuan)(Tax included) 0.25

Cash bonus distribution in other ways (i.e. share

0.00

buy-backs) (Yuan)

Total cash bonus (including other ways) (Yuan) 10776458.00

Profits available for distribution (Yuan) 24281950.19

Ratio of total cash dividend (other ways

100%

included) in total profit distribution

Cash dividend

If the Company’s development stage is in the growth period and there is a major capital expenditure arrangement the minimum

55深圳市特力(集团)股份有限公司2021年年度报告全文

proportion of cash dividend in the profit distribution should be 20%

Explanation on profit distribution or capitalizing of capital reserves

With purpose of rewarding the shareholders and allows investors to participate and share the operation results of the Company’s

development pursuit to the relevant mechanisms and regulation as Article of Association and Shareholders’ Return Plan for the

Next Three Years (2020-2022) and through comprehensive consideration of the operation and overall financial status of the

Company the Company plans to distributed 0.25 yuan cash bonus (including tax) for every 10 shares held by whole shareholders

of the Company based on total share capital 431058320 as of 31st December 2021 total 10776458.00 yuan are distributed in

cash no bonus shares and no public reserve transfer into share capital.the profit distribution plan will be implemented after

deliberation and approved by the shareholders’ general meeting.XI. Implementation of the Company’s stock incentive plan employee stock ownership plan or

other employee incentives

□Applicable √ Not applicable

During the reporting period the Company has no stock incentive plan employee stock ownership plan or other employee incentives

that have not been implemented.XII. Establishment of the internal control mechanism and implementation during the

reporting period

1. Establishment and implementation of the internal control

During the reporting period the company established a systematic and effective internal control system from the

governance level to the workflow level and continued to improve it. The board of directors was responsible for the

establishment improvement and effective implementation of internal control; the audit committee assisted in the

formulation and review of the company’s internal control system and audited and supervised major related

transactions; the audit risk control department was responsible for the specific organization and implementation of

the company's internal control; the person in charge of the enterprise or the departments undertook the internal

control work of the enterprise or the departments; the board of supervisors supervised the internal control

established and implemented by the board of directors. The company established the above organizational

structure of internal control in accordance with the Basic Norms for Enterprise Internal Control and its supporting

guidelines defined the work objectives and responsibilities and authorities of each position in the company and

established corresponding checks and balances and supervision mechanisms to ensure that each position should

perform duties within the scope of authority.According to the identification of major deficiencies in the internal control of the company's financial report on

the base date of the internal control evaluation report there was no major deficiencies in the internal control of

financial report. The company maintained effective internal control over financial reporting in all major aspects in

accordance with the requirements of the enterprise internal control standard system and relevant regulations.According to the identification of major deficiencies in the internal control of the company's non-financial report

56深圳市特力(集团)股份有限公司2021年年度报告全文

on the base date of the internal control evaluation report the company found no major deficiencies in the internal

control of non-financial report.

2. Details of major defects in IC appraisal report that found in reporting period

□Yes √ No

XIII. Management and control of the subsidiaries during the reporting period

Problems

Countermeasur Solution Follow-up

Name Integration plan Progress encountered in

e taken progress resolution plan

integration

Not Not Not Not Not Not Not

applicable applicable applicable applicable applicable applicable applicable

XIV.Appraisal Report of Internal Control and Audit Report of Internal Control

1. Appraisal Report of Internal Control

Disclosure date of full internal control

2022-04-08

evaluation report

Disclosure index of full internal control

Juchao website(http://www.cninfo.com.cn)

evaluation report

The ratio of the total assets of units

included in the scope of evaluation

accounting for the total assets on the 100.00%

Company's consolidated financial

statements

The ratio of the operating income of

units included in the scope of evaluation

accounting for the operating income on 100.00%

the Company's consolidated financial

statements

Defects Evaluation Standards

Category Financial Reports Non-financial Reports

1. Significant defect: a-Fraud of 1. Significant defect: a-Great decisions

management leading to material violate the Company’s established

misstatements of financial results or false procedure resulting in significant

Qualitative criteria financial reports which mislead users of losses to the Company; b-Serious

financial statements and result in violation of laws and regulations

decision-making mistakes and litigation; results in significant losses to the

b-Ineffective control environment; Company; c-Important businesses are

57深圳市特力(集团)股份有限公司2021年年度报告全文

c-Major internal control deficiencies found lack of system control or system

and reported to the management but control fails; d- Serious brain drain of

haven’t been corrected after a reasonable core management or core technical

time; d-The decision-making of the staff; e-Significant deficiencies in the

Company’s major matters has not fulfilled internal evaluation results have not

the corresponding decision-making been corrected.process resulting in significant losses of 2. Important defects: a-The Company

the Company; e-Important businesses violates the enterprise internal

involving the Company’s production and regulations and causes significant

management are lack of effective control; losses; b-Serious brain drain of

f-Other defects that seriously mislead the business personnel in the Company’s

correct judgments made by the users of the key positions; c- The Company’s

statements resulting in the company’s significant business systems have

major compensation. 2. Important defects: deficiencies; d-The significant

a-The selection and application of deficiencies in the internal control of

accounting policies do not follow the the Company have not been corrected.generally accepted accounting principles; 3. General deficiencies: deficiencies

b-Anti-fraud programs and control except for major and significant

measures have been not established; deficiencies.c-Corresponding control mechanism for

accounts handling of unconventional or

special transactions has not been

established or implemented and has no

there is no appropriate compensatory

controls; d-The controls to the period-end

financial reporting process have one or

more defects and cannot reasonably ensure

that the financial statements prepared are

true and accurate. 3. General deficiencies:

the deficiencies except for major and

significant deficiencies.

1. Major deficiencies: misstatement 1. Major deficiencies: loss amount >

amount > 10% of total profit and 1.5% of owner's equity attributable to

absolute amount > 2 million Yuan; parent Company and absolute

2. Significant deficiencies: 5% of total amount > 5 million Yuan;

profit < misstatement amount ≤10% of 2. Significant deficiencies: 0.5% of

total profit and absolute amount > 1

Quantitative standard owner's equity attributable to parent

million Yuan; or 1 million Yuan < Company < loss amount ≤ 1.5% of

absolute amount ≤ 2 million Yuan and owner's equity attributable to parent

misstatement amount > 5% of total profit. Company or 1 million Yuan <

3. General deficiencies: misstatement absolute amount ≤ 5 million Yuan;

amount ≤ 5% of total profit or absolute 3. General deficiencies: loss amount

amount ≤ 1 million Yuan ≤ 0.5% of owner's equity attributable

58深圳市特力(集团)股份有限公司2021年年度报告全文

to parent Company or absolute

amount ≤ 1 million Yuan

Amount of significant defects in

0

financial reports

Amount of significant defects in

0

non-financial reports

Amount of important defects in financial

0

reports

Amount of important defects in

0

non-financial reports

2. Auditing report of internal control

√Applicable □Not applicable

Deliberations in Internal Control Audit Report

We consider that: in all major aspects Shenzhen Tellus Holding Co. Ltd. has efficiency in financial report of internal control

dated 31 December 2021 according to Basic Standards of Internal Control for Enterprise and relevant regulations.Disclosure details of audit report of

Disclosure

internal control

Disclosure date of audit report of

2022-04-08

internal control (full-text)

Index of audit report of internal

Juchao website (http://www.cninfo.com.cn)

control (full-text)

Opinion type of auditing report of

Standard unqualified opinion

IC

whether the non-financial report

No

had major defects

Carried out modified opinion for internal control audit report from CPA

□Yes √ No

The internal control audit report issued by CPA has concerted opinion with self-evaluation report issued from the Board

√ Yes □ No

XV. Self-examination and rectification of the special actions on governanceThe Company conducts self-examination in accordance with the “Special Self-Examination List of theGovernance for Listed Companies” and there is a condition where the BOD has not been re-elected in time for

the expiration of the session.After the expiration of the BOD and BOS the Company actively promotes the change of session. The 22nd

Extraordinary Meeting of the 9th Board of Directors and 16th Session of 9th Board of Supervisors were held on

59深圳市特力(集团)股份有限公司2021年年度报告全文

August 27 2021 and the First Extraordinary Shareholders General Meeting of 2021 held on September 13 2021

to deliberated and approved the proposal of general election the re-election of the BOD and BOS are completed.Found more in the relevant notices released on Securities Times Hong Kong Commercial Daily and Juchao

Website (http://www.cninfo.com.cn).

60深圳市特力(集团)股份有限公司2021年年度报告全文

Section V. Environmental and Social Responsibility

I. Major environmental

The listed Company and its subsidiary whether belongs to the key sewage units released from environmental protection department

□ Yes √No

Administrative punishment for environmental problems during the reporting period

The impact on the

The Company's

Name of company or Reason for production and

Violation Punishment result rectification

subsidiary punishment operation of listed

measures

companies

N/A N/A N/A N/A N/A N/A

Other environmental information disclosed refer to key polluters

There were no administrative penalties for environmental issues during the reporting period from the Company and its subsidiaries

Measures taken to reducing the carbon emissions during the reporting period and their effectiveness

□ Applicable √ Not applicable

Reasons for not disclosing other environmental information

The Company and its subsidiaries are not one of the key emissions units announced by the environmental protection authority and no

penalties for violation of laws and regulations during the reporting period.II. Social responsibility

The Company has always been committed to repaying shareholders achieving employees’ value and contributing

to the society. Based on the principle of fairness the company actively safeguarded the legitimate rights and

interests of shareholders; advocated realizing self-worth while realizing corporate value created an enterprise

atmosphere in which the company cares for employees employees love the company and develop harmoniously

together; actively repaid the society and the public and fulfilled the responsibility of a state-owned enterprise

participated in community construction activities donated tents grain and oil and other materials for epidemic

prevention to the community dispatched 3 employees to help the epidemic prevention work of the community

and quickly assembled a vanguard of party members in the early stage of the epidemic to assist the community in

carrying out temperature measurement nucleic acid testing vaccination and other work; improved the safety

production system organized 37 safety production trainings and invested more than 2 million yuan in the

transformation of safety equipment and facilities.

61深圳市特力(集团)股份有限公司2021年年度报告全文

III Consolidated and expanded the achievements of poverty alleviation and rural revitalization

The Company actively responded to the implementation of the rural revitalization strategy assigned special

personnel to carry out assistance work in Chengtian Town Shantou City and digested the agricultural and sideline

products in the assistance area by purchasing and donating opened up the sales channels of agricultural products

and vigorously promoted the local poverty alleviation and rural revitalization with practical actions.

62深圳市特力(集团)股份有限公司2021年年度报告全文

Section VI. Important Events

I. Implementation of commitment

1. Commitments that the actual controller shareholders related party buyers and the Company have

fulfilled during the reporting period and have not yet fulfilled by the end of reporting period

√Applicable □Not applicable

Commit Cont Coent of Comm mmi Imple

Commitments ment com itment tme menta

party mitm date nt tionents term

Commitments for

share merger

reform

Commitments in

report of

acquisition or

equity change

Commitments in

assets

reorganization

The commitments to the fulfillment of information

disclosure about the Company business development are

as follows: except for the information has been disclosed

Commitments Shenzhe

publicly the Company has not had the disclosed Octob Lon Imple

make in initial n Tellus

Other information about asset acquisition and business er 17 g-ter menti

public offering or Holding

development that has not been disclosed within one year. 2014 m ng

re-financing Co. Ltd.In the future the Company shall timely accurately and

adequately disclose the relevant information according to

the progress of new business and the related requirements.Equity incentive

commitment

In order to avoid the horizontal competition the

Shenzhe

Horiz Company’s controlling shareholder Shenzhen SDG has

Other n Specialontal issued the “commitment letter about the avoidance of May Lon Implecommitments for DevelopCom horizontal competition” on May 26 2014. The full 26 g-ter menti

medium and small ment

petiti commitment letter is as follows: 1. The Company and 2014 m ng

shareholders Group

on other enterprises controlled by the Company except Tellus

Co. Ltd.Group haven’t occupied in any business that could

63深圳市特力(集团)股份有限公司2021年年度报告全文

substantially compete with the main businesses of Tellus

Group and have no horizontal competition relationship

with Tellus Group.From 2020 to 2022 the Company’s profits will first be

used to cover the losses of previous years; after making up

for losses of previous years in the premise that the

Company’s profits and cash flow can meet the Company's

normal operations and long-term development reward

shareholders the Company will implement positive profit

distribution approaches to reward the shareholders details

are as follows: 1. The Company’s profit distribution can

adopt cash stock or the combination of cash and stock or

other methods permitted by law. The foreign currency

conversion rates of domestically listed foreign shares

dividend are calculated according to the standard price of

HK dollar against RMB announced by People's Bank of

China on the first working day after the resolution date of

the shareholders' meeting. The Company prefers to adopt

the cash dividends to distribute profits. In order to

maintain the adaptability between capital expansion and

performance growth in the premise of ensuring the full

Dec

Divid cash dividend distributions and the rationality of equity

Shenzhe emb

end scale and equity structure the Company can adopt the April Imple

n Tellus er

com stock dividend methods to distribute profits. 2. According 24 menti

Holding 31

mitm to the "Company Law" and other relevant laws and the 2021 ng

Co. Ltd. 202

ent provisions of the Company’s "Articles of Association"

following conditions should be satisfied when the

Company implements cash dividends: (1) the Company's

annual distributable profits (i.e. the after-tax profits after

making up for losses and withdrawing accumulation

funds) are positive value the implementation of cash

dividends will not affect the Company's subsequent

continuing operations; (2) the audit institution issues the

standard audit report with clean opinion to the Company's

annual financial report; (3) the Company has no significant

investment plans or significant cash outlay (except for

fund-raising projects). Major investment plans or

significant cash outlay refer to: the accumulated

expenditures the Company plans to used for investments

abroad acquisition of assets or purchase of equipment

within the next 12 months reach or exceed 30% of the net

assets audited in the latest period. 3. In the premise of

meeting the conditions of cash dividends and ensuring the

Company’s normal operation and long-term development

64深圳市特力(集团)股份有限公司2021年年度报告全文

the Company makes cash dividends once a year in

principle the Company’s board of directors can propose

the Company to make interim cash dividends in

accordance with the Company's profitability and capital

demand conditions. The proportion of cash dividends in

profits available for distribution and in distribution of

profits should meet the following requirements: (1) in

principle the Company’s profits distributed in cash every

year should not be less than 10% of profit available for

distribution realized in the same year and the Company’s

profits accumulatively distributed in cash in the last three

years should not be less than 30% of the annual average

profit available for distribution realized in the last three

years. (2) if the Company’s development stage belongs to

mature stage and there is no significant capital expenditure

arrangement when distributing profits the minimum

proportion of cash dividends in this profit distribution

should be 80%; (3) if the Company’s development stage

belongs to mature stage and there are significant capital

expenditure arrangements when distributing profits the

minimum proportion of cash dividends in this profit

distribution should be 40%; (4) if the Company’s

development stage belongs to growth stage and there are

significant capital expenditure arrangements when

distributing profits the minimum proportion of cash

dividends in this profit distribution should be 20%; when

the Company's development stage is not easy to be

differed but there are significant capital expenditure

arrangements please handle according to the preceding

provisions. 4. On the condition of meeting the cash

dividend distribution if the Company's operation revenue

and net profit grow fast and the board of directors

considers that the Company’s equity scale and equity

structure are reasonable the Company can propose and

implement the dividend distribution plans except

proposing the cash dividend distribution plans. When

allocating stock dividend every time the stock dividend

per 10 shares should be no less than 1 share. Stock

allocation can be implemented individually or in

combination of cash dividends. When confirming the exact

amount of profit distribution by stock the Company

should fully consider if the general capital after profit

distribution by stock matches with the Company’s current

operation scale and profit growth rate and consider the

65深圳市特力(集团)股份有限公司2021年年度报告全文

impact on future financing so as to make sure the

allocation plans meet the overall interests of all

shareholders.Completed on time

Y

(Y/N)

As for the

commitment out of

the commitment

Not applicable

time explain the

specific reasons

and further plans

2. Concerning assets or project of the Company which has profit forecast and reporting period still in

forecasting period explain reasons of reaching the original profit forecast

□Applicable √ Not applicable

II. Non-operational fund occupation from controlling shareholders and its related party

□Applicable √ Not applicable

No non-operational fund occupation from controlling shareholders and its related party in period.III. External guarantee out of the regulations

□Applicable √ Not applicable

No external guarantee out of the regulations occurred in the period.IV. Statement on the latest “modified audit report” by BOD

□Applicable √ Not applicable

V. Explanation from Board of Directors Supervisory Committee and Independent Directors

(if applicable) for “Modified Audit Report” issued by CPA

□Applicable √ Not applicable

VI. Explanation of the changes in accounting polices accounting estimates or correction of

significant accounting errors compared with the financial report of the previous year

√Applicable □Not applicable

(i) Overview of the accounting policy change

1. Reason for change

On December 7 2018 the Ministry of Finance revised and issued the Accounting Standards for Business

66深圳市特力(集团)股份有限公司2021年年度报告全文Enterprises No. 21 - Leases ( No. 35 [2018] of the Ministry of Finance) (hereinafter referred to as “new leasestandards”) enterprises that are listed both at home and abroad as well as enterprises that are listed overseas and

use International Financial Reporting Standards or Accounting Standards for Business Enterprises to prepare

financial statements are required to implement from January 1 2019; other enterprises that implement

Accounting Standards for Business Enterprises are required to implement from January 1 2021. In accordance

with the requirements of the above documents the company has made corresponding changes to the accounting

policies.

2. Accounting policies adopted before change: Before this accounting policy change the company implemented

the Accounting Standards for Business Enterprises - Basic Standards issued by the Ministry of Finance various

specific accounting standards the application guidelines for the accounting standards for business enterprises the

interpretations of the accounting standards for business enterprises and other relevant regulations.

3. Accounting policy adopted after change: After this change the company will implement the new lease

standards. Other parts that have not changed are still implemented in accordance with the Accounting Standards

for Business Enterprises-Basic Standards issued by the Ministry of Finance in the previous period various

specific accounting standards the application guidelines for the accounting standards for business enterprises and

the interpretations of accounting standards for business enterprises and other relevant regulations.

4. Date of change

According to the above-mentioned relevant standards and notices of the Ministry of Finance the company as a

domestically listed enterprise has implemented the new lease standards from January 1 2021.

5. Content of change

The main contents of the revision of the new lease standards include: improving the definition of lease adding

lease identification splitting consolidation etc.; canceling the classification of operating lease and finance lease

for a lessee requiring to recognize the right-of-use assets and lease liabilities of all leases (excluding short-term

lease and low-value asset lease) and accrue depreciation and interest expenses respectively; improving the

subsequent measurement of the lessee increasing the accounting treatment in the case of option revaluation and

lease change; enriching the lessor’s disclosure content to provide report users with more useful information.(ii) The impact of this accounting policy change on the company

According to the convergence provisions of the new lease standards the company has implemented the new lease

standards from January 1 2021 and adjusted the amount of retained earnings and other related items in financial

statements at the beginning of the year when the new lease standards were first implemented according to the

cumulative impact of the first implementation of the new lease standards but the comparable period information

was not adjusted.This accounting policy change was made by the company in accordance with the relevant regulations and

requirements issued by the Ministry of Finance. After the change the accounting policy can objectively and fairly

reflect the company's financial status and operating results comply with relevant laws and regulations and the

company's actual situation and will not have a significant impact on the company's financial condition operating

results and cash flows nor will it harm the interests of the company and shareholders.

67深圳市特力(集团)股份有限公司2021年年度报告全文

VII. Major accounting errors within reporting period that needs retrospective restatement

√Applicable □Not applicable

1. Changes in the scope of consolidated financial statements during the reporting period

New subsidiaries during the reporting period:

Abbreviation of The reporting Reasons for included in the

Serial No. Full name of subsidiary

subsidiary period scope of consolidation

1 Shanghai Fanyue Diamond Co. Ltd. Shanghai Fanyue 2021 Newly established

2. Subsidiaries decreased during the reporting period:

Abbreviation of The reporting Reasons for not included in

Serial No. Full name of subsidiary

subsidiary period the scope of consolidation

1 Sichuan Tellus Jewelry Technology Co. Sichuan Jewelry 2021 Liquidation and cancellation

Ltd. Technology

2 Anhui Tellus Starlight Jewelry Investment Tellus Starlight 2021 Liquidation and cancellation

Co. Ltd.

3 Anhui Tellus Starlight Jinzun Jewelry Co. Tellus Starlight 2021 Liquidation and cancellation

Ltd. Jinzun

VIII. Appointment and non-reappointment (dismissal) of CPA

Accounting firm appointed

RSM Certified Public Accountants (Special General

Name of domestic accounting firm

Partnership)

Remuneration for domestic accounting firm (in 10 thousand

70.5

Yuan)

Continuous life of auditing service for domestic accounting

2

firm

Name of domestic CPA Li Qiaoyi Qin Changming

Continuous life of auditing service for domestic accounting

Li Qiaoyi (2 years) Qin Changming (3 years)

firm

Re-appointed accounting firms in this period

□ Yes √ No

Appointment of internal control auditing accounting firm financial consultant or sponsor

√Applicable □Not applicable

The Company appointed RSM Certified Public Accountants (Special General Partnership) as the internal control

68深圳市特力(集团)股份有限公司2021年年度报告全文

audit accounting firm of the Company for year of 2021 with one-year term the internal control audit was 205000

yuan.IX. Particular about delisting after annual report disclosed

□Applicable √ Not applicable

X. Bankruptcy reorganization

□Applicable √ Not applicable

No bankruptcy reorganization for the Company in reporting period

XI. Significant lawsuits and arbitration of the Company

√Applicable □Not applicable

Found more in the Company’s “Auditing Report 2021” disclosed on www.cninfo.com.cn on the same day Note 11. Commitments or

contingency to the Financial Statements

XII. Penalty and rectification

□Applicable √ Not applicable

No penalty and rectification for the Company in reporting period.XIII. Integrity of the Company and its controlling shareholders and actual controllers

□Applicable √ Not applicable

XIV. Major related transaction

1. Related transaction with routine operation concerned

√Applicable □Not applicable

Wh

ethe

Tradin r

Relate

Cont d g limit ove Clear AvailaType

of ent

Rela

ted transa

ing

Propor appro r form ble Date

Related Relati relat

of Pricin ction

onshi ed relat g

tran

sacti amoun

tion in ved the for simila of Index of

party ed princi t (in similar relatep trans on transac (in 10 apptrans ple 10 d

r discl disclosure

actio actio pric thousa tions thousa rov trans marke osuren n e nd actiond ed

Yuan) n

t price

Yuan) limi

ted

or

69深圳市特力(集团)股份有限公司2021年年度报告全文

not

(Y/

N)

Direct

or

super

Notice

visor

(No.:

Shenzh and

2021-016)

en senior Rout

Refer Agre released on

Zung execu ine Offe

ence ed by Securities

Fu tives relat ring April

marke 525. contr Times

Tellus of the ed prop 525 2.70% 545 N 525.00 16

t 00 act or Hong

Auto Comp trans erty 2021

pricin agree Kong

Service any actio renal

g ment Commerci

Co. serves n

al Daily

Ltd. direct

and Juchao

or of

Website

the

enterp

rise

Notice

(No.:

Shenzh

2021-016)

en SDG Subsi Rout

Refer Agre released on

Tellus diary ine Offe

ence ed by Securities

Propert of the relat ring April

marke contr Times

y contro ed prop 7.59 7.59 0.04% 15 N 7.59 16

t act or Hong

Manage lling trans erty 2021

pricin agree Kong

ment share actio renal

g ment Commerci

Co. holder n

al Daily

Ltd.and Juchao

Website

Offe Notice

ring (No.:

Subsi Rout prop 2021-016)

Shenzh Refer Agre

diary ine erty released on

en SDG ence ed by

of the relat renal April Securities

Petty marke 131. contr

contro ed and 131.07 0.67% 145 N 131.07 16 Times

Loan t 07 act or

lling trans man 2021 Hong

Co. pricin agree

share actio age Kong

Ltd. g ment

holder n ment Commerci

servi al Daily

ces and Juchao

70深圳市特力(集团)股份有限公司2021年年度报告全文

Website

Offe

ring

Subsi Rout prop

Refer Agre

Shenzh diary ine erty

ence ed by

en SDG of the relat renal

marke contr

Service contro ed and 2.22 2.22 0.01% N 2.22

t act or

Co. lling trans man

pricin agree

Ltd. share actio age

g ment

holder n ment

servi

ces

Notice

(No.:

Jewelry

2021-016)

Park Sub-s Rout

Refer Agre released on

Branch ubsidi ine Offe

ence ed by Securities

of ary of relat ring April

marke 207. contr Times

Shenzh contro ed prop 207.97 1.07% 140 Y 207.97 16

t 97 act or Hong

en SDG lling trans erty 2021

pricin agree Kong

Service share actio renal

g ment Commerci

Co. holder n

al Daily

Ltd.and Juchao

Website

Shenzh Prov

en ide

Special vehi

Rout

Develo cle Refer Agre

ine

pment Contr main ence ed by

relat

Group olling tena marke contr

ed 4.56 4.56 0.00% Y 4.56

Co. share nce t act or

trans

Ltd. holder and pricin agree

actio

inspe g ment

n

ction

servi

ces

Shenzh Subsi Rout Prov

Refer Agre

en SDG diary ine ide

ence ed by

Tellus of the relat vehi

marke contr

Propert contro ed cle 0.19 0.19 0.00% Y 0.19

t act or

y lling trans main

pricin agree

Manage share actio tena

g ment

ment holder n nce

71深圳市特力(集团)股份有限公司2021年年度报告全文

Co. and

Ltd. inspe

ction

servi

ces

Notice

(No.:

Acce

Shenzh 2021-016)

Subsi Rout pt

en SDG Refer Agre released on

diary ine proje

Engine ence ed by Securities

of the relat ct April

ering marke 197. contr Times

contro ed supe 197.68 1.67% 225 N 197.68 16

Manage t 68 act or Hong

lling trans rvisi 2021

ment pricin agree Kong

share actio on

Co. g ment Commerci

holder n servi

Ltd al Daily

ces

and Juchao

Website

Notice

(No.:

Jewelry Acce

2021-016)

Park Sub-s Rout pt

Refer Agre released on

Branch ubsidi ine prop

ence ed by Securities

of ary of relat erty April

marke 86.1 contr Times

Shenzh contro ed man 86.14 1.79% 140 N 86.14 16

t 4 act or Hong

en SDG lling trans age 2021

pricin agree Kong

Service share actio ment

g ment Commerci

Co. holder n servi

al Daily

Ltd. ces

and Juchao

Website

Notice

(No.:

Acce

2021-028)

Subsi Rout pt

Refer Agre released on

Shenzh diary ine prop

ence ed by Securities

en SDG of the relat erty Aug

marke 427. 10.84 contr Times

Service contro ed man 427.03 1086 N 427.03 ust 7

t 03 % act or Hong

Co. lling trans age 2021

pricin agree Kong

Ltd. share actio ment

g ment Commerci

holder n servi

al Daily

ces

and Juchao

Website

Shenzh Subsi Rout Acce Refer 101 1013. 25.74 Agre 1013. April Notice

1100 N

en SDG diary ine pt ence 3.72 72 % ed by 72 16 (No.:

72深圳市特力(集团)股份有限公司2021年年度报告全文

Tellus of the relat prop marke contr 2021 2021-016)

Propert contro ed erty t act or released on

y lling trans man pricin agree Securities

Manage share actio age g ment Times

ment holder n ment Hong

Co. servi Kong

Ltd. ces Commerci

al Daily

and Juchao

Website

2603.

Total -- -- -- 3396 -- -- -- -- --

17

Detail of sales return with major

N/A

amount involved

Report the actual implementation

of the daily related transactions

which were projected about their Performing normally

total amount by types during the

reporting period (if applicable)

Reasons for major differences

between trading price and market Not applicable

reference price

2. Related transactions by assets acquisition and sold

□Applicable √ Not applicable

No related transactions by assets acquisition and sold for the Company in reporting period.

3. Main related transactions of mutual investment outside

□Applicable √ Not applicable

No main related transactions of mutual investment outside for the Company in reporting period.

4. Contact of related credit and debt

√Applicable □Not applicable

Whether the Company had non-operating contact of related credit and debt

□ Yes √ No

The Company had no non-operating contact of related credit and debt in reporting period.

5. Contact with the related finance companies

□Applicable √ Not applicable

73深圳市特力(集团)股份有限公司2021年年度报告全文

There are no deposits loans credits or other financial business between the Company the related finance companies and related

parties.

6. Transactions between the finance company controlled by the Company and related parties

□Applicable √ Not applicable

There are no deposits loans credits or other financial business between the finance companies controlled by the Company and

related parties

7. Other major related transactions

□Applicable √ Not applicable

No other major related transaction in Period

XV. Significant contract and implementations

1. Trusteeship contract and leasing

(1) Trusteeship

□Applicable √ Not applicable

No trusteeship for the Company in reporting period

(2) Contract

□Applicable √ Not applicable

No contract for the Company in reporting period

(3) Leasing

□Applicable √ Not applicable

No leasing for the Company in reporting period

2. Major guarantees

√Applicable □Not applicable

In 10 thousand Yuan

Particulars about the external guarantee of the Company and its subsidiary (Barring the guarantee for subsidiaries)

Name of Related Guaran

Actual Count

the Announc Actual Implem tee for

Guarante date of Guarante er Guarant

Company ement guarantee Collateral

e limit happenin e type guara

ented related

ee term

guarantee disclosur limit (if any) ntee (Y/N) partyg

d e date (if (Y/N)

74深圳市特力(集团)股份有限公司2021年年度报告全文

any)

Shenzhen To the

Zung Fu expire

Septembe

Tellus April 17 date of

r 30 3500 3500 Pledge N Y N Y

Auto 2007 joint

2014

Service venture

Co. Ltd. contract

Total approving Total actual occurred

external guarantee in 0 external guarantee in 3500

report period (A1) report period (A2)

Total approved Total actual balance of

external guarantee at external guarantee at

35003500

the end of report the end of report

period (A3) period (A4)

Guarantee of the Company to subsidiaries

Name of Related Count Guaran

Actual

the Announc Actual er Implem tee for

Guarante date of Guarante

Company ement guarantee Collateral guara

Guarant

ented related

e limit happenin e type

guarantee disclosur limit (if any) ntee

ee term

(Y/N) party

g

d e date (if (Y/N)

any)

Guarantee of the subsidiaries to subsidiaries

Name of Related Count Guaran

Actual

the Announc Actual er Implem tee for

Guarante date of Guarante Guarant

Company ement guarantee Collateral guara ented related

e limit happenin e type

guarantee disclosur limit (if any) ntee

ee term

(Y/N) party

g

d e date (if (Y/N)

any)

Total amount of Total amount of actual

approving guarantee occurred guarantee for

for subsidiaries in 0 subsidiaries in report 0

report period (C1) period (C2)

Total amount of Total balance of actual

approved guarantee guarantee for

for subsidiaries at the 0 subsidiaries at the end 0

end of reporting of reporting period

period (C3) (C4)

Total amount of guarantee of the Company (total of three above mentioned guarantee)

Total amount of approving Total amount of actual

guarantee in report period 0 occurred guarantee in 3500

(A1+B1+C1) report period

75深圳市特力(集团)股份有限公司2021年年度报告全文

(A2+B2+C2)

Total balance of actual

Total amount of approved

guarantee at the end of

guarantee at the end of report 3500 3500

report period

period (A3+B3+C3)

(A4+B4+C4)

The proportion of the total amount of actually

guarantee in the net assets of the Company (that 2.40%

is A4+ B4+C4)

Including:

Amount of guarantee for shareholders actual

0

controller and its related parties (D)

The debts guarantee amount provided for the

guaranteed parties whose assets-liability ratio 0

exceed 70% directly or indirectly (E)

Proportion of total amount of guarantee in net

0

assets of the Company exceed 50% (F)

Total amount of the aforesaid three guarantees

0

(D+E+F)

For an unexpired guarantee contract

explanation on the guarantee liability has been

incurred during the reporting period or there is N/A

evidence of the possibility of joint and several

liability for payment (if applicable)

Explanations on external guarantee against

N/A

regulated procedures (if applicable)

Explanation on guarantee with composite way

3. Entrust others to cash asset management

(1) Trust financing

√Applicable □Not applicable

Trust financing in the reporting period

In 10 thousand Yuan

Amount with

impairment

accrual for the

Outstanding

Type Capital sources Amount occurred Overdue amount overdue financial

balance

products which

has not been

recovered

76深圳市特力(集团)股份有限公司2021年年度报告全文

Bank financing

Own funds 155000 41100 0 0

product

Total 155000 41100 0 0

Details of the single major amount or high-risk trust investment with low security poor fluidity

□ Applicable √ Not applicable

Entrust financial expected to be unable to recover the principal or impairment might be occurred

□ Applicable √ Not applicable

(2) Entrusted loans

□Applicable √ Not applicable

The Company had no entrusted loans in the reporting period.

4. Other significant contracts

□Applicable √ Not applicable

No other significant contracts for the Company in reporting period

XVI. Explanation on other significant events

□Applicable √ Not applicable

The company had no other significant matters that needs description in the reporting period.XVII. Significant event of subsidiary of the Company

□Applicable √ Not applicable

77深圳市特力(集团)股份有限公司2021年年度报告全文

Section VII. Changes in Shares and Particulars about Shareholder

I. Changes in Share Capital

1. Changes in Share Capital

In Share

Before change Increase/decrease in this time (+ - ) After change

New Capital

share Bonu ization

Othe Subt

Amount Ratio s s of Amount Ratio

r otal

issue share public

d reserve

I. Restricted shares 0 0.00% 0 0 0 0 0 0 0.00%

1. State holding 0 0.00% 0 0 0 0 0 0 0.00%

2. State-owned

00.00%0000000.00%

corporation shares

3. Other domestic shares 0 0.00% 0 0 0 0 0 0 0.00%

Including: domestic

00.00%0000000.00%

legal person’s shares

Domestic natural

00.00%0000000.00%

person’s shares

4. Foreigner’s shares 0 0.00% 0 0 0 0 0 0 0.00%

Including: foreign

00.00%0000000.00%

corporation shares

Foreign natural

00.00%0000000.00%

person’s shares

4310583100.00

II. Un-restricted shares 0 0 0 0 0 431058320 100.00%

20%

3927783

1. RMB ordinary shares 91.12% 0 0 0 0 0 392778320 91.12%

20

2. Domestically listed 3828000

8.88%00000382800008.88%

foreign shares 0

2. Foreign shares listed

00.00%0000000.00%

aboard

3. Other 0 0.00% 0 0 0 0 0 0 0.00%

III. Total shares 4310583 100.00 0 0 0 0 0 431058320 100.00%

78深圳市特力(集团)股份有限公司2021年年度报告全文

20%

Reasons for share changed

□ Applicable √ Not applicable

2. Changes of restricted shares

□Applicable √ Not applicable

II. Securities issuance and listing

1. Security offering (without preferred stock) in Reporting Period

□Applicable √ Not applicable

2. Changes of total shares and shareholders structure as well as explanation on changes of assets and

liability structure

□Applicable √ Not applicable

3. Current internal staff shares

□Applicable √ Not applicable

III. Particulars about shareholder and actual controller of the Company

1. Amount of shareholders of the Company and particulars about shares holding

In Share

Total

preference

shareholders

Total Total preference

with voting

Total common shareholders

rights

common stock with voting

recovered at

stock shareholders rights recovered

46064 46354 0 end of lastshareholders at end of last at end of 0

month before

in reporting month before reporting period

annual report

period-end annual report (if applicable)

disclosed (if

disclosed (found in note 8)

applicable)

(found in note

8)

Particulars about shares held above 5% by shareholders or top ten shareholders

Full name of Nature of Proport Amount of Changes Amoun Amount of Shares pledged marked or

79深圳市特力(集团)股份有限公司2021年年度报告全文

Shareholders shareholder ion of shares held in report t of un-restricte frozen

shares at the period restrict d shares

held period-end ed held State of

shares Amountshare

held

Shenzhen

State-owne

Special 21159162 21159162

d 49.09% 0 0 0

Development 1 1

corporation

Group Co. Ltd.Shenzhen

Domestic

Capital Fortune

non -81109

Jewelry Industry 12.89% 55544437 0 55544437 0

state-owne 35

Investment

d corporate

Enterprise (LP)

GUOTAIJUNA

NSECURITIES( Foreign

0.43%1856546120455018565460

HONGKONG)L corporation

IMITED

CCB-GF CSI All

Index Auto

index-based

Other 0.22% 948018 5780 0 948018 0

Originated

Securities

Investment Fund

Domestic

Yang Jianfeng nature 0.20% 863235 359035 0 863235 0

person

Domestic

Shi Xiumin nature 0.18% 758735 758735 0 758735 0

person

Domestic

Xu Feirong nature 0.14% 591578 591578 0 591578 0

person

Domestic

Xiao Qiaoyue nature 0.13% 578648 202288 0 578648 0

person

Shanghai

Yingshui

Investment

Other 0.13% 566487 0 0 566487 0

Management

Co. Ltd. -

Yingshui

80深圳市特力(集团)股份有限公司2021年年度报告全文

Dongfeng

No.3-Private

Equity

Investment Fund

Domestic

Li Guoyong nature 0.13% 517500 261617 0 517500 0

person

Strategy investors or general

corporation comes top 10

N/A

shareholders due to rights issue

(if applicable) (found in note 3)

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

Explanation on associated state-owned legal person’s shareholders SDG Ltd and other shareholders and they do not

relationship among the top ten belong to the persons acting in concert regulated by the Management Measure of Information

shareholders or consistent Disclosure on Change of Shareholding for Listed Companies. For the other shareholders of

action circulation share the Company is unknown whether they belong to the persons acting in

concert.Description of the above

shareholders in relation to

delegate/entrusted voting rights Not applicable

and abstention from voting

rights.Special note on the repurchase

account among the top 10

N/A

shareholders (if applicable)

(found in note 10)

Particular about top ten shareholders with un-restrict shares held

Type of shares

Shareholders’ name Amount of un-restrict shares held at Period-end

Type Amount

RMB

Shenzhen Special Development

211591621 ordinary 211591621

Group Co. Ltd.shares

Shenzhen Capital Fortune RMB

Jewelry Industry Investment 55544437 ordinary 55544437

Enterprise (LP) shares

Domesticall

GUOTAIJUNANSECURITIES y listed

18565461856546

(HONGKONG)LIMITED foreign

shares

CCB-GF CSI All Index Auto RMB

948018948018

index-based Originated ordinary

81深圳市特力(集团)股份有限公司2021年年度报告全文

Securities Investment Fund shares

RMB

Yang Jianfeng 863235 ordinary 863235

shares

RMB

Shi Xiumin 758735 ordinary 758735

shares

RMB

Xu Feirong 591578 ordinary 591578

shares

RMB

Xiao Qiaoyue 578648 ordinary 578648

shares

Shanghai Yingshui Investment

Management Co. Ltd. - RMB

Yingshui Dongfeng 566487 ordinary 566487

No.3-Private Equity Investment shares

Fund

RMB

Li Guoyong 517500 ordinary 517500

shares

Expiation on associated Among the top ten shareholders there exists no associated relationship between the

relationship or consistent actors state-owned legal person’s shareholders SDG Ltd and other shareholders and they do not

within the top 10 un-restrict belong to the persons acting in concert regulated by the Management Measure of Information

shareholders and between top Disclosure on Change of Shareholding for Listed Companies. For the other shareholders of

10 un-restrict shareholders and circulation share the Company is unknown whether they belong to the persons acting in

top 10 shareholders concert.The shareholder Yang Jianfeng holds 657935 shares of the company's stock through a credit

transaction guarantee securities account and 205300 shares of the company's stock through

an ordinary securities account for a total of 863235 shares. Shareholder Xu Feirong holds

576478 shares of the company's stock through a credit transaction guarantee securities

account and 15100 shares of the company's stock through an ordinary securities account for

Explanation on shareholders

a total of 591578 shares. Shareholder Xiao Qiaoyue holds 449648 shares of the company's

involving margin business

stock through a credit transaction guarantee securities account and 129000 shares of the

about top ten common

company's stock through an ordinary securities account for a total of 578648 shares. The

shareholders with un-restrict

shareholder Shanghai Yingshui Investment Management Co. Ltd. - Yingshui Dongfeng

shares held(if applicable)

No.3-Private Equity Investment Fund holds 566487 shares of the company's stock through a

(found in note 4)

credit transaction guarantee securities account and 0 shares through an ordinary securities

account for a total of 566487 shares. The shareholder Li Guoyong holds 493255 shares of

the company's stock through a credit transaction guarantee securities account and 24245

shares of the company's stock through an ordinary securities account for a total of 517500

shares.

82深圳市特力(集团)股份有限公司2021年年度报告全文

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

agreement dealing in reporting period

□ Yes √ No

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

buy-back agreement dealing in reporting period.

2. Controlling shareholder of the Company

Nature of controlling shareholders: local state-owned holding

Type of controlling shareholders: legal person

Legal

Majority shareholder person/person in Date of foundation Organization code Main operation business

charge of the unit

Investment in industry

(specific item should be

declaration); investment

in tourism industry;

development and

operation of the real

estate; domestic business

Shenzhen Special material supply and

Development Group Co. Zhang Junlin August 1 1981 91440300192194195C marketing industry

Ltd. (excluding monopolized

commodity and

commodity under special

government control);

economic

information(excluding

restricted projects);

import & export business

Except the shares of the Company held by SDG: 1. SDG directly holds 37.07% (313086853

shares) of Shenzhen SDG Information Co. Ltd. (Stock abbreviation “SDGI” stock code 000070)

and 1.17% (9903504 shares) held through Hanguo Sanhe Co. Ltd. 2. SDG holds 21.35%

Equity of listed Company in (183818073 shares) of Shenzhen Microgate Technology Co. Ltd. (Stock abbreviation

and out of China control “Microgate Technology” stock code 300319) through Shenzhen Capital Fortune Electronic

and hold by the majority Information Investment Enterprise (limited partnership); directly holds 8.36% (72000000 shares)

shareholder in the Period of Microgate Technology. 3. SDG directly holds 47.78% (62107500 shares) of Shenzhen SDG

Service Co. Ltd. (Stock abbreviation “SDG Service” stock code 300917) and holds 0.98%

(1267500 shares) through SDG Investment. 4. SDG directly holds 0.77% (4707509 shares) of

Sichuan Jinlu Group Co. Ltd. (Stock abbreviation “xjinlu” stock code 000510)

Changes of controlling shareholders in reporting period

□ Applicable √ Not applicable

The Company had no changes of controlling shareholders in reporting period

83深圳市特力(集团)股份有限公司2021年年度报告全文

3. Actual controller of the Company and persons acting in concert

Nature of actual controller: local state-owned assets management

Type of actual controller: legal person

Legal

Actual controlling person/person Date of

shareholders in charge of the foundation Organization code Main operation business

unit

Performs the duties of capital

contributors on behalf of the

Shenzhen Municipal People’s

State and supervises and

Government State-owned

Wang Yongjian July 30 2004 K3172806-7 manages the state-owned

Assets Supervision and

assets authorized for

Administration Commission

supervision in accordance

with the laws.Equity of domestic/oversea

listed Company control by

Not applicable

actual controller in report

period

Changes of actual controller in reporting period

□ Applicable √ Not applicable

No changes of actual controllers for the Company in reporting period.Property right and controlling relationship between the actual controller and the Company is as follow

Actual controller controlling the Company by entrust or other assets management

□ Applicable √ Not applicable

84深圳市特力(集团)股份有限公司2021年年度报告全文

4. The total number of shares pledged by controlling shareholders or the first majority shareholder and its

persons acting in concert accounts for 80% of the shares held by them

□Applicable √ Not applicable

5. Particulars about other legal person shareholders with over 10% shares held

√Applicable □Not applicable

Legal rep./person in Register Main business or

Corporate shareholders Date of foundation

charge of unit capital management activity

Shenzhen Capital

Fortune Jewelry Industry 620 million

Zhao Hui April 18 2014 Equity investment

Investment Enterprise Yuan

(LP)

6. Limitation and reducing the holdings of shares of controlling shareholders actual controllers

restructuring side and other commitment subjects

□Applicable √ Not applicable

IV. The specific implementation of shares buy-back during the reporting period

Implementation progress of shares buy-back

□ Applicable √ Not applicable

Implementation progress of the reduction of repurchases shares by centralized bidding

□ Applicable √ Not applicable

85深圳市特力(集团)股份有限公司2021年年度报告全文

Section VIII. Preferred Stock

□Applicable √ Not applicable

The Company had no preferred stock in the Period.

86深圳市特力(集团)股份有限公司2021年年度报告全文

Section IX. Bonds

□Applicable √ Not applicable

87深圳市特力(集团)股份有限公司2021年年度报告全文

Section X. Financial Report

I. Audit report

Type of audit opinion Standard unqualified opinion

Signing date of audit report April 7 2022

RSM Certified Public Accountants (Special General

Name of audit institute

Partnership)

Number of Audit report RSM Shen Zi[2022] No.518Z0182

Name of CPA Li Qiaoyi Qin Changming

Auditor’s Report

To the Shareholders of Shenzhen Tellus Holding Co. Ltd.:

I. Auditing opinions

We have audited the financial statement under the name of Shenzhen Tellus Holding Co. Ltd. (hereinafter

referred to as Tellus Group) including the consolidated and parent Company’s balance sheet of 31 December

2021 and profit statement and cash flow statement and statement on changes of shareholders’ equity for the year

ended and notes to the financial statements for the year ended.In our opinion the attached financial statements are in all material respects in accordance with the provision of

Accounting Standards for Business Enterprises and they fairly present the financial status of the Company and of

its parent company as of 31 December 2021 and its operation results and cash flows for the year ended.II. Basis of opinion

We conducted our audit in accordance with the Auditing Standards for Certified Public Accountants of China. Ourresponsibilities under those standards are further described in the “Auditor’s Responsibilities for the Audit of theFinancial Statements” section of the auditor’s report. We are independent of the Company in accordance with the

Certified Public Accountants of China’s Code of Ethics for Professional Accountants and we have fulfilled our

other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our opinion.III. Key audit matters

Key audit matters are those matters that in our professional judgment were of most significance in our audit of

the financial statements of the current period. These matters were addressed in the context of our audit of the

financial statements as a whole and in forming our opinion thereon and we do not provide a separate opinion on

these matters.

88深圳市特力(集团)股份有限公司2021年年度报告全文

(i) Revenue recognition

1. Matter description

Found more in the 26 in Note III and the 38 in Note V carried in financial statement

Operating revenue of Tellus Group is mainly derived from automobile sales automotive repair & testing

jewellery sales & service real estate leasing and services. In 2021 Tellus Group achieved operating revenue of

508520026.18 Yuan with 19.82% down from a year earlier.

Since the operating revenue is one of the key performance indicators of Tellus Group there may be an inherent

risk that the management of Tellus Group (hereinafter referred to as management) may use inappropriate revenue

recognition to achieve specific goals or expectations. Accordingly we have identified revenue recognition as a key

audit matter.

2. Audit response

The relevant procedures we have implemented for revenue recognition including:

(1) Understand the key internal controls relating to revenue recognition evaluation the design of these controls

determine whether they are being implemented and test the operating effectiveness of the relevant internal

controls;

(2) Check major merchandising contracts real estate leasing contracts and evaluate whether the revenue

recognition policy is in compliance with the provision of Accounting Standards for Business Enterprise;

(3) Implementing analytical procedures for operating revenue and gross margin on a monthly basis or on products

identify whether there are significant or unusual fluctuations and find out the causes of such fluctuations;

(4) Check supporting documents related to revenue recognition by sampling including merchandise sales contract

or real estate contract invoice merchandise sales order delivery receipts and customer sign receipt etc.;

(5) Combined with the account receivable letter confirm the current sales volume to the main customers by

sampling;

(6) As for the revenue recognized before and after the balance sheet date check the supporting documents such as

invoices sales orders delivery receipts and customer sign receipt in a sampling manner and evaluate whether the

operating revenue is recognized in an appropriate period;

(7) Check whether the revenue is properly resented in the financial statements in accordance with the Accounting

Standards for Business Enterprises.(ii) Recognition of earnings on equity transfer

1. Matter description

Found more in the 16 in Note III and the 44 in Note V carried in financial statement

Tellus Group achieved an income from investment of 93780306.77 yuan for the year of 2021 mainly generated

by the earnings from disposing the long-term equity investment. On August 26 2021 the wholly-owned

subsidiary of Tellus Group - Shenzhen Automotive Industry Trading Co. Ltd (hereinafter referred to as Auto

Industry Trading Company) transferred the 25% equity of Shenzhen Dongfeng Motor Co. Ltd. (hereinafter

89深圳市特力(集团)股份有限公司2021年年度报告全文

referred to as Dongfeng Company) by way of public listing on Shenzhen United Property and Equity Exchange.The equity transfer earnings are recognized as 66171136.41 yuan accounting for 37.57% of the total profit for

whole year of 2021.As the above mentioned equity transfer has a significant impact on the operation performance of the Tellus Group

for year of 2021 we considered that the recognition of earnings on equity transfer as a key audit matter.

2. Audit response

Relevant procedures implemented for the recognition of earnings on equity transfer mainly includes:

(1) Understand evaluate and testing the key internal controls with equity transfer concerned;

(2) Obtain resolution of the Board Meetings with equity transfer transaction concerned and evaluate whether the

transaction has been authorized and approved in an appropriate way;

(3) Evaluate the objectivity independence and professional competence of the fair value (the basis for transaction

pricing) appraisal institution through inquires;

(4) Checking up on equity transfer agreement certificate of the receipt of equity transfer payment equity

settlement documents and property transfer procedures etc. and determining whether the timing of investment

income from transfer of the equity of Shenzhen Dongfeng Company is reasonable;

(5) Re-calculate the investment earnings resulting from equity transfer and reconciled with the management in

calculation;

(6) Reviewing whether the disclosure with equity transfer transaction concerned carry in financial statements are

compliance with the requirements of Accounting Standards for Business Enterprises.IV. Other information

The management of Tellus is responsible for other information which includes the information covered in the

Company’s 2020 annual report excluding the financial statement and our audit report.Our audit opinions on the financial statements do not cover other information and we do not issue any form of

authentication conclusions on other information. In combination with our audit of the financial statements it is

our responsibility to read other information and in doing so to consider whether there is material inconsistency or

material misstatement between the other information and the financial statements or what we learned in the course

of our audit. Based on the work we have performed if we determine that other information is materially misstated

we should report that fact. We have no matters to report in this regard.V. Responsibilities of management and those charged with governance for the financial statements

The management is responsible for the preparation of the financial statements in accordance with the Accounting

Standards for Enterprise to secure a fair presentation and for the design establishment and maintenance of the

internal control necessary to enable the preparation of financial statements that are free from material

misstatement whether due to fraud or error.

90深圳市特力(集团)股份有限公司2021年年度报告全文

In preparing the financial statements the management is responsible for assessing the Company’s ability to

continue as a going concern disclosing matters related to going concern (if applicable) and using the going

concern assumption unless the management either intends to liquidate the Company or to cease operations or has

no realistic alternative but to do so. Those charged with Tellus Group (hereinafter referred to as the governance)

are responsible for overseeing the Company’s financial reporting process.VI. Responsibilities of the auditor for the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement whether due to fraud or error and to issue an audit report that includes our audit opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance

with the CAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or

error and are considered material if individually or in the aggregate they could reasonably be expected to

influence the economic decisions of users taken on the basis of the financial statements.As part of an audit in accordance with the CAS we exercise professional judgment and maintain professional

skepticism throughout the audit. We also:

(1) Identify and assess the risks of material misstatement of the financial statements whether due to fraud or error

design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and

appropriate to provide a basis for audit opinion. The risk of not detecting a material misstatement resulting from

fraud is higher than for one resulting from error as fraud may involve collusion forgery intentional omissions

misrepresentations or the override of internal control.

(2) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are

appropriate in the circumstances.

(3) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and

related disclosures made by the management.

(4) Conclude on the appropriateness of the management’s use of the going concern assumption and based on the

audit evidence obtained whether a material uncertainty exists related to events or conditions that may cast

significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material

uncertainty exists we are required by the CAS to draw users’ attention in audit report to the related disclosures in

the financial statements or if such disclosures are inadequate to modify audit opinion. Our conclusions are based

on the information obtained up to the date of audit report. However future events or conditions may cause the

Company to cease to continue as a going concern.

91深圳市特力(集团)股份有限公司2021年年度报告全文

(5) Evaluate the overall presentation structure and content of the financial statements and whether the financial

statements represent the underlying transactions and events in a manner that achieves fair presentation.

(6) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business

activities within the Company to express audit opinion on the financial statements. We are responsible for the

direction supervision and performance of the group audit. We remain solely responsible for audit opinion.We communicate with those charged with governance regarding among other matters the planned scope and

timing of the audit and significant audit findings including any significant deficiencies in internal control that we

identify during our audit.We also provide the governance with a statement of our compliance with the ethical requirements relating to our

independence and communicate with the governance on all relationships and other matters that may reasonably be

considered to affect our independence as well us the relevant precautions (if applicable).From the matters communicated with those charged with governance we determine those matters that were of

most significance in the audit of the financial statements of the current period and are therefore the key audit

matters. We describe these matters in the auditor’s report unless law or regulation precludes public disclosure

about the matter or when in extremely rare circumstances we determine that a matter should not be

communicated in the auditor’s report because of the adverse consequences of doing so would reasonably be

expected to outweigh the public interest benefits of such communication.II. Financial Statement

Prepared by Shenzhen Tellus Holding Co. Ltd.Statement in Financial Notes are carried in RMB/CNY

1. Consolidated Balance Sheet

Prepared by Shenzhen Tellus Holding Co. Ltd.In RMB

Item December 31 2021 December 31 2020

Current assets:

Monetary funds 240582057.16 237625698.93

Settlement provisions

Capital lent

Trading financial assets 412712843.84 314013869.86

Derivative financial assets

Note receivable

92深圳市特力(集团)股份有限公司2021年年度报告全文

Account receivable 18094059.92 19828510.36

Receivable financing

Accounts paid in advance 16532227.85 9847749.74

Insurance receivable

Reinsurance receivables

Contract reserve of reinsurance

receivable

Other account receivable 5072970.77 29269790.83

Including: Interest receivable

Dividend receivable 547184.35 24647732.42

Buying back the sale of financial

assets

Inventories 25434925.04 22079679.93

Contractual assets

Assets held for sale 530520.33

Non-current asset due within one

year

Other current assets 8596585.57 6000566.69

Total current assets 727556190.48 638665866.34

Non-current assets:

Loans and payments on behalf

Debt investment

Other debt investment

Long-term account receivable

Long-term equity investment 88310867.47 123640955.57

Investment in other equity

10176617.2010176617.20

instrument

Other non-current financial

assets

Investment real estate 551383294.54 568246616.13

Fixed assets 109438198.23 119136917.91

Construction in progress 210197546.72 101740485.48

Productive biological asset

Oil and gas asset

Right-of-use assets 7336915.83

93深圳市特力(集团)股份有限公司2021年年度报告全文

Intangible assets 49589498.28 51627673.21

Expense on Research and

Development

Goodwill

Long-term expenses to be

28682636.6630714879.22

apportioned

Deferred income tax asset 8499551.03 8498822.10

Other non-current asset 68473888.99 55993467.99

Total non-current asset 1132089014.95 1069776434.81

Total assets 1859645205.43 1708442301.15

Current liabilities:

Short-term loans

Loan from central bank

Capital borrowed

Trading financial liability

Derivative financial liability

Note payable

Account payable 67407763.03 76583166.53

Accounts received in advance 1827827.28 2403580.47

Contractual liability 21059311.18 18988628.13

Selling financial asset of

repurchase

Absorbing deposit and interbank

deposit

Security trading of agency

Security sales of agency

Wage payable 38893597.75 28365685.21

Taxes payable 48522100.45 21062154.32

Other account payable 112617963.65 158663974.62

Including: Interest payable

Dividend payable 46295.65

Commission charge and

commission payable

Reinsurance payable

Liability held for sale

94深圳市特力(集团)股份有限公司2021年年度报告全文

Non-current liabilities due

3021452.25

within one year

Other current liabilities 2367994.70 2237573.19

Total current liabilities 295718010.29 308304762.47

Non-current liabilities:

Insurance contract reserve

Long-term loans 86875874.39 11171759.33

Bonds payable

Including: Preferred stock

Perpetual capital

securities

Lease liability 4474543.09

Long-term account payable 3920160.36 3920160.36

Long-term wages payable

Accrual liability 268414.80 268414.80

Deferred income 10235331.21 131102.38

Deferred income tax liabilities 963045.49

Other non-current liabilities

Total non-current liabilities 106737369.34 15491436.87

Total liabilities 402455379.63 323796199.34

Owner’s equity:

Share capital 431058320.00 431058320.00

Other equity instrument

Including: Preferred stock

Perpetual capital

securities

Capital public reserve 431449554.51 431449554.51

Less: Inventory shares

Other comprehensive income 26422.00 26422.00

Reasonable reserve

Surplus public reserve 26546480.09 23848485.62

Provision of general risk

Retained profit 543843496.85 424141893.34

Total owner’ s equity attributable to

1432924273.451310524675.47

parent company

95深圳市特力(集团)股份有限公司2021年年度报告全文

Minority interests 24265552.35 74121426.34

Total owner’ s equity 1457189825.80 1384646101.81

Total liabilities and owner’ s equity 1859645205.43 1708442301.15

Legal Representative: Fu Chunlong

Person in charge of Accounting Works: Lou Hong

Person in charge of Accounting Institution: Lou Hong

2. Balance Sheet of Parent Company

In RMB

Item December 31 2021 December 31 2020

Current assets:

Monetary funds 96860811.12 71772303.28

Trading financial assets 346485780.83 118484941.09

Derivative financial assets

Note receivable

Account receivable 119014.41 249428.20

Receivable financing

Accounts paid in advance 180505.50

Other account receivable 90401592.58 126970097.13

Including: Interest receivable

Dividend

547184.35547184.35

receivable

Inventories

Contractual assets

Assets held for sale

Non-current assets maturing

within one year

Other current assets

Total current assets 534047704.44 317476769.70

Non-current assets:

Debt investment

Other debt investment

Long-term receivables

96深圳市特力(集团)股份有限公司2021年年度报告全文

Long-term equity investments 781100340.20 876760784.88

Investment in other equity

10176617.2010176617.20

instrument

Other non-current financial

assets

Investment real estate 29425213.32 31971205.42

Fixed assets 17792917.53 19082604.22

Construction in progress 210072702.40 100252309.72

Productive biological assets

Oil and natural gas assets

Right-of-use assets

Intangible assets 48214014.93 50135951.98

Research and development costs

Goodwill

Long-term deferred expenses 8853627.44 8786280.69

Deferred income tax assets 3398437.68 3397708.75

Other non-current assets 32375515.49 27427939.18

Total non-current assets 1141409386.19 1127991402.04

Total assets 1675457090.63 1445468171.74

Current liabilities:

Short-term borrowings

Trading financial liability

Derivative financial liability

Notes payable

Account payable 344098.18 267841.07

Accounts received in advance 60656.39 682934.41

Contractual liability

Wage payable 25851294.89 15784381.93

Taxes payable 1873430.60 1123476.72

Other accounts payable 471549476.87 345894297.23

Including: Interest payable

Dividend payable

Liability held for sale

Non-current liabilities due

within one year

97深圳市特力(集团)股份有限公司2021年年度报告全文

Other current liabilities

Total current liabilities 499678956.93 363752931.36

Non-current liabilities:

Long-term loans 86875874.39 11171759.33

Bonds payable

Including: Preferred stock

Perpetual capital

securities

Lease liability

Long-term account payable

Long term employee

compensation payable

Accrued liabilities

Deferred income

Deferred income tax liabilities

Other non-current liabilities

Total non-current liabilities 86875874.39 11171759.33

Total liabilities 586554831.32 374924690.69

Owners’ equity:

Share capital 431058320.00 431058320.00

Other equity instrument

Including: Preferred stock

Perpetual capital

securities

Capital public reserve 428256131.23 428256131.23

Less: Inventory shares

Other comprehensive income

Special reserve

Surplus reserve 26546480.09 23848485.62

Retained profit 203041327.99 187380544.20

Total owner’s equity 1088902259.31 1070543481.05

Total liabilities and owner’s equity 1675457090.63 1445468171.74

3. Consolidated Profit Statement

In RMB

98深圳市特力(集团)股份有限公司2021年年度报告全文

Item 2021 2020

I. Total operating income 508520026.18 424419203.34

Including: Operating income 508520026.18 424419203.34

Interest income

Insurance gained

Commission charge and

commission income

II. Total operating cost 429932421.97 377759171.82

Including: Operating cost 352929715.81 319261201.59

Interest expense

Commission charge and

commission expense

Cash surrender value

Net amount of expense of

compensation

Net amount of withdrawal

of insurance contract reserve

Bonus expense of

guarantee slip

Reinsurance expense

Tax and extras 6944096.18 4104477.41

Sales expense 27178175.03 17715132.43

Administrative expense 47151316.69 39984244.07

R&D expense

Financial expense -4270881.74 -3305883.68

Including: Interest

2253915.941042694.54

expenses

Interest

6538484.644473218.76

income

Add: Other income 2970055.35 1566918.68

Investment income (Loss is

93780306.7723458405.59

listed with “-”)

Including: Investment

income on affiliated company and joint 17874805.32 14962411.52

venture

The termination of

income recognition for financial assets

99深圳市特力(集团)股份有限公司2021年年度报告全文

measured by amortized cost

Exchange income (Loss is

listed with “-”)

Net exposure hedging

income (Loss is listed with “-”)

Income from change of fair

663932.88316475.19

value (Loss is listed with “-”)

Loss of credit impairment

38129.281528748.01

(Loss is listed with “-”)

Losses of devaluation of

-812607.69-23818.95

asset (Loss is listed with “-”)

Income from assets disposal

158228.49

(Loss is listed with “-”)

III. Operating profit (Loss is listed with

175385649.2973506760.04

“-”)

Add: Non-operating income 768055.65 3289158.12

Less: Non-operating expense 37503.15 92751.70

IV. Total profit (Loss is listed with “-”) 176116201.79 76703166.46

Less: Income tax expense 44063670.71 16397936.55

V. Net profit (Net loss is listed with

132052531.0860305229.91

“-”)

(i) Classify by business continuity

1.continuous operating net profit

132052531.0860305229.91(net loss listed with ‘-”)

2.termination of net profit (netloss listed with ‘-”)

(ii) Classify by ownership

1.Net profit attributable to

131020764.3857663828.89

owner’s of parent company

2.Minority shareholders’ gains

1031766.702641401.02

and losses

VI. Net after-tax of other

comprehensive income

Net after-tax of other comprehensive

income attributable to owners of parent

company

(I) Other comprehensive income

items which will not be reclassified

100深圳市特力(集团)股份有限公司2021年年度报告全文

subsequently to profit of loss

1.Changes of the defined

benefit plans that re-measured

2.Other comprehensive

income under equity method that

cannot be transfer to gain/loss

3.Change of fair value of

investment in other equity instrument

4.Fair value change of

enterprise's credit risk

5. Other

(ii) Other comprehensive income

items which will be reclassified

subsequently to profit or loss

1.Other comprehensive

income under equity method that can

transfer to gain/loss

2.Change of fair value of

other debt investment

3.Amount of financial

assets re-classify to other

comprehensive income

4.Credit impairment

provision for other debt investment

5.Cash flow hedging

reserve

6.Translation differences

arising on translation of foreign

currency financial statements

7.Other

Net after-tax of other comprehensive

income attributable to minority

shareholders

VII. Total comprehensive income 132052531.08 60305229.91

Total comprehensive income

attributable to owners of parent 131020764.38 57663828.89

Company

Total comprehensive income

1031766.702641401.02

attributable to minority shareholders

101深圳市特力(集团)股份有限公司2021年年度报告全文

VIII. Earnings per share:

(i) Basic earnings per share 0.3040 0.1338

(ii) Diluted earnings per share 0.3040 0.1338

As for the enterprise combination under the same control the net profit achieved by the combined party before consolidation was 0

Yuan in the period while 0 Yuan achieved last period

Legal Representative: Fu Chunlong

Person in charge of Accounting Works: Lou Hong

Person in charge of Accounting Institution: Lou Hong

4. Profit Statement of Parent Company

In RMB

Item 2021 2020

I. Operating income 50382988.38 37241063.15

Less: Operating cost 15225250.76 10754749.28

Taxes and surcharge 1563395.23 1176003.82

Sales expenses

Administration expenses 37305543.73 27966422.98

R&D expenses

Financial expenses -2644425.65 -1876961.86

Including: Interest

expenses

Interest

2593770.67-1876961.86

income

Add: Other income 42502.63 21849.42

Investment income (Loss is

28187188.7033827292.08

listed with “-”)

Including: Investment

income on affiliated Company and 18339555.32 22156744.28

joint venture

The termination of

income recognition for financial

assets measured by amortized cost

(Loss is listed with “-”)

Net exposure hedging

income (Loss is listed with “-”)

102深圳市特力(集团)股份有限公司2021年年度报告全文

Changing income of fair

745798.64160557.53

value (Loss is listed with “-”)

Loss of credit impairment

-2107.49639993.94

(Loss is listed with “-”)

Losses of devaluation of

-4998000.00

asset (Loss is listed with “-”)

Income on disposal of

assets (Loss is listed with “-”)

II. Operating profit (Loss is listed

27906606.7928872541.90

with “-”)

Add: Non-operating income 345457.00 2000.00

Less: Non-operating expense 18810.00

III. Total Profit (Loss is listed with

28252063.7928855731.90

“-”)

Less: Income tax 1272119.13 445762.97

IV. Net profit (Net loss is listed with

26979944.6628409968.93

“-”)

(i) continuous operating net

26979944.6628409968.93profit (net loss listed with ‘-”)

(ii) termination of net profit (netloss listed with ‘-”)

V. Net after-tax of other

comprehensive income

(i) Other comprehensive income

items which will not be reclassified

subsequently to profit of loss

1.Changes of the defined

benefit plans that re-measured

2.Other comprehensive

income under equity method that

cannot be transfer to gain/loss

3.Change of fair value of

investment in other equity instrument

4.Fair value change of

enterprise's credit risk

5. Other

(ii) Other comprehensive income

items which will be reclassified

103深圳市特力(集团)股份有限公司2021年年度报告全文

subsequently to profit or loss

1.Other comprehensive

income under equity method that can

transfer to gain/loss

2.Change of fair value of

other debt investment

3.Amount of financial

assets re-classify to other

comprehensive income

4.Credit impairment

provision for other debt investment

5.Cash flow hedging

reserve

6.Translation differences

arising on translation of foreign

currency financial statements

7.Other

VI. Total comprehensive income 26979944.66 28409968.93

VII. Earnings per share:

(i) Basic earnings per share

(ii) Diluted earnings per share

5. Consolidated Cash Flow Statement

In RMB

Item 2021 2020

I. Cash flows arising from operating

activities:

Cash received from selling

commodities and providing labor 569337075.41 564587333.62

services

Net increase of customer deposit

and interbank deposit

Net increase of loan from central

bank

Net increase of capital borrowed

from other financial institution

Cash received from original

insurance contract fee

104深圳市特力(集团)股份有限公司2021年年度报告全文

Net cash received from

reinsurance business

Net increase of insured savings

and investment

Cash received from interest

commission charge and commission

Net increase of capital borrowed

Net increase of returned business

capital

Net cash received by agents in

sale and purchase of securities

Write-back of tax received

Other cash received concerning

23982581.3916119424.38

operating activities

Subtotal of cash inflow arising from

593319656.80580706758.00

operating activities

Cash paid for purchasing

commodities and receiving labor 353121840.30 316124308.90

service

Net increase of customer loans

and advances

Net increase of deposits in

central bank and interbank

Cash paid for original insurance

contract compensation

Net increase of capital lent

Cash paid for interest

commission charge and commission

Cash paid for bonus of guarantee

slip

Cash paid to/for staff and

59390161.2455902432.37

workers

Taxes paid 36031576.13 82073162.16

Other cash paid concerning

18164344.2317501551.69

operating activities

Subtotal of cash outflow arising from

466707921.90471601455.12

operating activities

Net cash flows arising from operating 126611734.90 109105302.88

105深圳市特力(集团)股份有限公司2021年年度报告全文

activities

II. Cash flows arising from investing

activities:

Cash received from recovering

1539526090.001372569181.67

investment

Cash received from investment

47997386.4942049595.57

income

Net cash received from disposal

of fixed intangible and other 495926.60 922066.49

long-term assets

Net cash received from disposal

of subsidiaries and other units

Other cash received concerning

1931753.7950069962.11

investing activities

Subtotal of cash inflow from

1589951156.881465610805.84

investing activities

Cash paid for purchasing fixed

138364122.34172620388.10

intangible and other long-term assets

Cash paid for investment 1582280000.00 1590780000.00

Net increase of mortgaged loans

Net cash received from

subsidiaries and other units obtained

Other cash paid concerning

investing activities

Subtotal of cash outflow from

1720644122.341763400388.10

investing activities

Net cash flows arising from investing

-130692965.46-297789582.26

activities

III. Cash flows arising from financing

activities:

Cash received from absorbing

7000000.00

investment

Including: Cash received from

absorbing minority shareholders’ 7000000.00

investment by subsidiaries

Cash received from loans 75601270.39 11171759.33

Other cash received concerning

24800000.00

financing activities

106深圳市特力(集团)股份有限公司2021年年度报告全文

Subtotal of cash inflow from

75601270.3942971759.33

financing activities

Cash paid for settling debts

Cash paid for dividend and

12289486.8521825829.24

profit distributing or interest paying

Including: Dividend and profit

of minority shareholder paid by 1928433.70 3767675.45

subsidiaries

Other cash paid concerning

56273820.3524800000.00

financing activities

Subtotal of cash outflow from

68563307.2046625829.24

financing activities

Net cash flows arising from financing

7037963.19-3654069.91

activities

IV. Influence on cash and cash

equivalents due to fluctuation in 236196.60 132748.11

exchange rate

V. Net increase of cash and cash

3192929.23-192205601.18

equivalents

Add: Balance of cash and cash

208462656.63400668257.81

equivalents at the period -begin

VI. Balance of cash and cash

211655585.86208462656.63

equivalents at the period -end

6. Cash Flow Statement of Parent Company

In RMB

Item 2021 2020

I. Cash flows arising from operating

activities:

Cash received from selling

commodities and providing labor 52499175.63 40034070.19

services

Write-back of tax received

Other cash received concerning

162079161.0889340030.37

operating activities

Subtotal of cash inflow arising from

214578336.71129374100.56

operating activities

Cash paid for purchasing

107深圳市特力(集团)股份有限公司2021年年度报告全文

commodities and receiving labor

service

Cash paid to/for staff and

27385052.1925364055.45

workers

Taxes paid 4272039.88 56569832.96

Other cash paid concerning

5841119.3010874977.81

operating activities

Subtotal of cash outflow arising from

37498211.3792808866.22

operating activities

Net cash flows arising from operating

177080125.3436565234.34

activities

II. Cash flows arising from investing

activities:

Cash received from recovering

748000000.00522000000.00

investment

Cash received from investment

20498702.1230170547.80

income

Net cash received from disposal

of fixed intangible and other

long-term assets

Net cash received from disposal

103777307.13

of subsidiaries and other units

Other cash received concerning

910112.34

investing activities

Subtotal of cash inflow from

873186121.59552170547.80

investing activities

Cash paid for purchasing fixed

115295464.0094282308.52

intangible and other long-term assets

Cash paid for investment 975000000.00 618747000.00

Net cash received from

subsidiaries and other units obtained

Other cash paid concerning

investing activities

Subtotal of cash outflow from

1090295464.00713029308.52

investing activities

Net cash flows arising from investing

-217109342.41-160858760.72

activities

III. Cash flows arising from financing

activities:

108深圳市特力(集团)股份有限公司2021年年度报告全文

Cash received from absorbing

investment

Cash received from loans 75601270.39 11171759.33

Other cash received concerning

24800000.00

financing activities

Subtotal of cash inflow from

75601270.3935971759.33

financing activities

Cash paid for settling debts

Cash paid for dividend and

10314757.5018104449.44

profit distributing or interest paying

Other cash paid concerning

24800000.00

financing activities

Subtotal of cash outflow from

10314757.5042904449.44

financing activities

Net cash flows arising from financing

65286512.89-6932690.11

activities

IV. Influence on cash and cash

equivalents due to fluctuation in 67783.02 133134.43

exchange rate

V. Net increase of cash and cash

25325078.84-131093082.06

equivalents

Add: Balance of cash and cash

42609260.98173702343.04

equivalents at the period -begin

VI. Balance of cash and cash

67934339.8242609260.98

equivalents at the period -end

7. Statement of Changes in Owners’ Equity (Consolidated)

This Period

In RMB

2021

Owners’ equity attributable to the parent Company

Other Less Othe Tota

Prov

equity : r Reas Min l

Item Sha Capi Surp ision Retainstrument Inve com onab ority own

re tal lus of ined Othe Subt

cap Pre Per

ntor preh le inter ers’

reser reser gene profi r otal

ital fer pet Ot

y ensi reser ests equit

ve ve ral t

red ual her shar ve ve yrisk

sto cap es inco

109深圳市特力(集团)股份有限公司2021年年度报告全文

ck ital me

sec

urit

ies

431

431238424131741138

I. The ending 05 264

449484141052214464

balance of the 83 22.0

554.85.6893.46726.3610

previous year 20. 0

512345.4741.81

00

Add:

Changes of

accounting

policy

Error

correction of

the last period

Enterpris

e combine

under the

same control

Other

431

II. The 431 238 424 131 741 138

05264

beginning 449 484 141 052 214 464

8322.0

balance of the 554. 85.6 893. 467 26.3 610

20.0

current year 51 2 34 5.47 4 1.81

00

III. Increase/

Decrease in 119 122 -49 725

269

the period 701 399 855 437

799

(Decrease is 603. 597. 873. 23.9

4.47

listed with 51 98 99 9

“-”)

131131132

(i) Total 103

020020052

comprehensiv 176

764.764.531.

e income 6.70

383808

(ii) Owners’ -50 -50

devoted and 000 000

decreased 000. 000.capital 00 00

1.Common -50 -50

110深圳市特力(集团)股份有限公司2021年年度报告全文

shares 000 000

invested by 000. 000.shareholders 00 00

2. Capital

invested by

holders of

other equity

instruments

3. Amount

reckoned into

owners equity

with

share-based

payment

4. Other

-11-86-19-10

269

(iii) Profit 319 211 284 549

799

distribution 160. 66.4 33.7 600.

4.47

870010

-26

1. Withdrawal 269

979

of surplus 799

94.4

reserves 4.47

7

2. Withdrawal

of general

risk

provisions

3.-86-86105

192

Distribution 211 211 496

843

for owners (or 66.4 66.4 00.1

3.70

shareholders) 0 0 0

4. Other

(iv) Carrying

forward

internal

owners’

equity

1. Capital

reserves

conversed to

capital (share

111深圳市特力(集团)股份有限公司2021年年度报告全文

capital)

2. Surplus

reserves

conversed to

capital (share

capital)

3. Remedying

loss with

surplus

reserve

4. Carry-over

retained

earnings from

the defined

benefit plans

5. Carry-over

retained

earnings from

other

comprehensiv

e income

6. Other

(v)

Reasonable

reserve

1. Withdrawal

in the report

period

2. Usage in

the report

period

104104

(vi) Others 079 079

3.013.01

431

431265543143242145

IV. Balance at 05 264

449464843292655718

the end of the 83 22.0

554.80.0496.42752.3982

period 20. 0

519853.4555.80

00

Last Period

In RMB

112深圳市特力(集团)股份有限公司2021年年度报告全文

2020

Owners’ equity attributable to the parent Company

Other

equity

instrument

Pe OtheLess

rpe r Prov Total: Reas Mino

Item Sha tua Capi com Surp ision Reta owne

Pr Inve onab rityre l tal preh lus of ined Othe Subt rs’

cap efe

ntor le intere

ca reser ensi reser gene profi r otal equit

rre Oth y reser stsital pit ve ve ve ral t y

d er shar ve

al inco risk

sto es

sec me

ck

uri

tie

s

431

I. The ending 431 210 387 127 1339

052646824

balance of 449 074 423 096 212

8322.07700

the previous 554. 88.7 510. 529 996.7

20.0.77

year 51 3 78 6.02 9

00

Add:

Changes of

accounting

policy

Error

correction of

the last

period

Enterpri

se combine

under the

same control

Other

II. The 431

4312103871271339

beginning 05 264 6824

449074423096212

balance of 83 22.0 7700

554.88.7510.529996.7

the current 20. 0 .77

513786.029

year 00

III. Increase/ 284 367 395 5873 4543

Decrease in 099 183 593 725. 3105

113深圳市特力(集团)股份有限公司2021年年度报告全文

the period 6.89 82.5 79.4 57 .02

(Decrease is 6 5

listed with

“-”)

576576

(i) Total 2641 6030

638638

comprehensi 401. 5229

28.828.8

ve income 02 .91

99

(ii) Owners’

70007000

devoted and

000.000.

decreased

0000

capital

1.Common

70007000

shares

000.000.

invested by

0000

shareholders

2. Capital

invested by

holders of

other equity

instruments

3. Amount

reckoned into

owners

equity with

share-based

payment

4. Other

-20-18

284-376-218

(iii) Profit 945 104

09976757212

distribution 446. 449.

6.89.454.89

3344

1.-28

284

Withdrawal 409

099

of surplus 96.8

6.89

reserves 9

2.

Withdrawal

of general

risk

provisions

114深圳市特力(集团)股份有限公司2021年年度报告全文

3.

-18-18

Distribution -376 -218

104104

for owners 7675 7212

449.449.

(or .45 4.89

4444

shareholders)

4. Other

(iv) Carrying

forward

internal

owners’

equity

1. Capital

reserves

conversed to

capital (share

capital)

2. Surplus

reserves

conversed to

capital (share

capital)

3.

Remedying

loss with

surplus

reserve

4. Carry-over

retained

earnings

from the

defined

benefit plans

5. Carry-over

retained

earnings

from other

comprehensi

ve income

6. Other

(v)

Reasonable

115深圳市特力(集团)股份有限公司2021年年度报告全文

reserve

1.

Withdrawal

in the report

period

2. Usage in

the report

period

(vi) Others

431

4312384241311384

IV. Balance 05 264 7412

449484141052646

at the end of 83 22.0 1426

554.85.6893.467101.8

the period 20. 0 .34

512345.471

00

8. Statement of Changes in Owners’ Equity (Parent Company)

This Period

In RMB

2021

Other

equity instrument Other

Perp Capita Less: compr Reaso Surplu Retai

Item Share Totaletual l Invent ehensi nable s nedcapit Prefe Other owners’

capit Othe reserv ory ve reserv reserv profial rred equity

al r e shares incom e e t

stock

secur e

ities

187

I. The ending 4310 42825 23848

380107054

balance of the 5832 6131. 485.6

544.3481.05

previous year 0.00 23 2

20

Add:

Changes of

accounting

policy

Error

correction of

the last period

Other

116深圳市特力(集团)股份有限公司2021年年度报告全文

II. The 187

43104282523848

beginning 380 107054

58326131.485.6

balance of the 544. 3481.05

0.00232

current year 20

III. Increase/

156

Decrease in

2697607183587

the period

994.4783.778.26

(Decrease is

9

listed with “-”)

269

(i) Total

799269799

comprehensive

44.644.66

income

6

(ii) Owners’

devoted and

decreased

capital

1.Common

shares

invested by

shareholders

2. Capital

invested by

holders of

other equity

instruments

3. Amount

reckoned into

owners equity

with

share-based

payment

4. Other

-113

(iii) Profit 2697 191 -86211

distribution 994.47 60.8 66.40

7

1. Withdrawal -269

2697

of surplus 799

994.47

reserves 4.47

2. Distribution -862 -86211

117深圳市特力(集团)股份有限公司2021年年度报告全文

for owners (or 116 66.40

shareholders) 6.40

3. Other

(iv) Carrying

forward

internal

owners’ equity

1. Capital

reserves

conversed to

capital (share

capital)

2. Surplus

reserves

conversed to

capital (share

capital)

3. Remedying

loss with

surplus reserve

4. Carry-over

retained

earnings from

the defined

benefit plans

5. Carry-over

retained

earnings from

other

comprehensive

income

6. Other

(v) Reasonable

reserve

1. Withdrawal

in the report

period

2. Usage in the

report period

(vi) Others

118深圳市特力(集团)股份有限公司2021年年度报告全文

203

IV. Balance at 4310 42825 26546

041108890

the end of the 5832 6131. 480.0

327.2259.31

period 0.00 23 9

99

Last period

In RMB

2020

Other

equity instrument

Other

Shar Perp Capit Less: compr Surpl

Item Pref etual Reason Totale al Invent ehensi us Retaine

erre capit able Other owners’capit Othe reserv ory ve reserv d profit

d al reserve equityal r e shares incom e

stoc secu e

k ritie

s

431

I. The ending 4282 2100 17991

058106023

balance of the 5613 7488 6021.6

320.7961.56

previous year 1.23 .73 0

00

Add:

Changes of

accounting

policy

Error

correction of

the last

period

Other

II. The 431

4282210017991

beginning 058 106023

561374886021.6

balance of the 320. 7961.56

1.23.730

current year 00

III. Increase/

Decrease in

2840

the period 74645 103055

996.

(Decrease is 22.60 19.49

89

listed with

“-”)

(i) Total 28409 284099

comprehensiv 968.93 68.93

119深圳市特力(集团)股份有限公司2021年年度报告全文

e income

(ii) Owners’

devoted and

decreased

capital

1.Common

shares

invested by

shareholders

2. Capital

invested by

holders of

other equity

instruments

3. Amount

reckoned into

owners equity

with

share-based

payment

4. Other

2840

(iii) Profit -20945 -181044

996.

distribution 446.33 49.44

89

1.

2840

Withdrawal -2840

996.

of surplus 996.89

89

reserves

2.

Distribution

-18104-181044

for owners

449.4449.44

(or

shareholders)

3. Other

(iv) Carrying

forward

internal

owners’

equity

1. Capital

reserves

120深圳市特力(集团)股份有限公司2021年年度报告全文

conversed to

capital (share

capital)

2. Surplus

reserves

conversed to

capital (share

capital)

3. Remedying

loss with

surplus

reserve

4. Carry-over

retained

earnings from

the defined

benefit plans

5. Carry-over

retained

earnings from

other

comprehensiv

e income

6. Other

(v)

Reasonable

reserve

1.

Withdrawal

in the report

period

2. Usage in

the report

period

(vi) Others

431

IV. Balance at 4282 2384 18738

058107054

the end of the 5613 8485 0544.2

320.3481.05

period 1.23 .62 0

00

Shenzhen Tellus Holding Co. Ltd.

121深圳市特力(集团)股份有限公司2021年年度报告全文

Notes to the Financial Statements

For the year ended 31 December 2021

(All amounts are expressed in Chinese Yuan (“CNY”) unless otherwise stated)

Note 1. BASIC INFORMATIONABOUT THE COMPANY

1.1 Corporate Information

Shenzhen Tellus Holding Co. Ltd. (hereinafter referred to as “ the Company” ) was developed from the Shenzhen Machinery

Industry Co. Ltd which was registered in Shenzhen Administration for Industry and Commerce on November 10 1986. The

company now holds a business license with a unified social credit code of 91440300192192210U with a registered capital of CNY

431058320.00 and a total of 431058320.00 shares including 392778320.00 shares A and 38280000.00 shares B.

In 1993 with the approval of the reply on the reorganization of Shenzhen Tellus Machinery Co. Ltd. into a public company limited

by shares (Shen Fu Ban Fu [1992] No. 1850) issued by the General Office of Shenzhen Municipal People's Government and the reply

on the issuance of shares by Shenzhen Tellus electromechanical Co. Ltd. (Shen Ren Yin Fu Zi [1993] No. 092) issued by the

Shenzhen Special Economic Zone Branch of the people's Bank of China the company issued shares for the first time and was

reorganized into a public company limited by shares. At this moment the whole share capital is 166.88 million shares including the

original 120.9 million shares with 45.98 million new shares. The new share is divided into two parts: A Share - 25.98 million shares

B Share - 20.00 million shares. The par value of the company's shares is CNY 1 per share. On June 21 1993 the company's shares

were listed and traded in Shenzhen Stock Exchange.According to the decision made by general meeting of shareholders in 1993 the Company distributed a 2 for 10 bonus shares with

cash dividend of CNY 0.5. After that the whole capital changed into CNY 200256000.00.On 28 May 1995 the Group shareholder meeting agreed about plan of distributing bonus and increasing capital. On the basis of

200256000 shares in the end of 1994 the Group distributed 0.5 of 10 shares and give CNY 0.5 from every increasing 0.5 share

capital. After that the Group’s share capital increased to CNY 220281600.00.According to the 19th special meeting of the 7th Board Meeting on April 21st2015 and the 4th stockholders’ meeting on June 3rd

2015 the Company private issued CNY ordinary shares (A shares) 77000000.00 shares to Shenzhen Special Economic Zone

Development Group Co. Ltd. Ltd and Shenzhen Yuanzhifuhai jewelry industry investment enterprise (limited partnership). After

that the Company’s capital increased to CNY 297281600.00.According to the decision made by general meeting of shareholders in 2018 the Company distributed a 4.5 for 10 bonus shares. The

whole share capital changed into CNY 431058320.00.

122深圳市特力(集团)股份有限公司2021年年度报告全文

The main business activities of the company: automobile sales automobile maintenance and testing jewelry operation property

leasing and services etc.The financial statements were approved and authorized for issue upon the resolution of the Company’s Board of Directors meeting

on April 72022.

1.2 Scope of Consolidation

(a) Incorporated subsidiaries of the Company

At 31 December 2021 subsidiaries of the Company are as follows:

Proportion of

Sequence Abbreviation of Shareholding (or similar

Name of Subsidiaries

Number Subsidiaries equity interest) (%)

Direct Indirect深圳市特力新永通汽车发展有限

公 司 (Shenzhen Tellus Xinyongtong

15.0095.00

Xinyongtong Automobile Automobile

Development Co. Ltd.*)深圳市宝安石泉实业有限公司

2 (Shenzhen Bao ’ an Shiquan Bao’an Shiquan 100.00

Industrial Co. Ltd.*)深圳市特发特力房地产有限公司

SDG Tellus Real

3 (Shenzhen SDG Tellus Real Estate 100.00

Estate

Co. Ltd.*)深圳市特力创盈科技有限公司

Chuangying

4 (Shenzhen Tellus Chuangying 100.00

Technology

Technology Co. Ltd.*)深圳市新永通机动车检测设备有

限 公 司 (Shenzhen Xinyongtong Xinyongtong

551.00

Auto Vehicle Inspection Equipment Inspection

Co. Ltd. *)深圳市汽车工业贸易有限公司

Automobile Industry

6 (Shenzhen Automobile Industry and 100.00

and Trade

Trade Co. Ltd.*)

深 圳 市 汽 车 工 业 供 销 公 司 Automobile Industry

7100.00

(Shenzhen Automobile Industry Supply and

123深圳市特力(集团)股份有限公司2021年年度报告全文

Proportion of

Sequence Abbreviation of Shareholding (or similar

Name of Subsidiaries

Number Subsidiaries equity interest) (%)

Direct Indirect

Supply and Marketing Co. Ltd.*) Marketing深圳特发华日汽车企业有限公司

8 (Shenzhen SDG Huari Automobile Huari Automobile 60.00

Enterprise Co. Ltd.*)深圳市华日安信汽车检测有限公

Anxin Automobile

9 司 (Shenzhen Huari Anxin 100.00

Inspection

Automobile Inspection Co. Ltd.*)深圳市中天实业有限公司

10 (Shenzhen Zhongtian Industrial Co. Zhongtian 100.00

Ltd.*)深圳市华日丰田汽车销售服务有

11 限 公 司 (Shenzhen Huari Toyota Huari Toyota 60.00

Auto Sales Service Co. Ltd.*)深圳市特力宝库供应链科技有限

公 司 (Shenzhen Tellus Baoku

12 Tellus Baoku 100.00

Supply Chain Technology Co.Ltd.*)深圳珠宝产业服务有限公司

13 (Shenzhen Jewelry Industry Service Shenzhen Jewelry 65.00

Co. Ltd.*)

上海泛粤钻石有限公司(Shanghai

14 Shanghai Fanyue 100.00

fanyue diamond Co. Ltd. *)

For details of the subsidiaries mentioned above please refer to Note 7 INTEREST IN OTHER ENTITIES

(b) Change of the scope of consolidation

The newly increased subsidiaries during the reporting period are as follows:

Sequence Abbreviation of Reporting Period Reason of

Name of Subsidiaries

Number Subsidiaries Incorporation

上海泛粤钻石有限公司 Newly

1 Shanghai Fanyue 2021

(Shanghai fanyue established

124深圳市特力(集团)股份有限公司2021年年度报告全文

diamond Co. Ltd. *)

he newly decreased subsidiaries during the reporting period are as follows:

Sequence Abbreviation of Reporting Period Reason of

Name of Subsidiaries

Number Subsidiaries Incorporation四川特力珠宝科技有限

公 司 (Sichuan Tellus Liquidation &

1 Sichuan Jewelry 2021

Jewelry Technology Co. Cancellation

Ltd. *)安徽特力星光珠宝投资

有限公司 (Anhui Tellus Liquidation &

2 Tellus Seon 2021

Seon Jewelry Investment Cancellation

Co. Ltd. *)安徽特力星光金尊珠宝

有限公司 (Anhui Tellus Liquidation &

3 Tellus Seon Jinzun 2021

Seon Jinzun Jewelry Co. Cancellation

Ltd*)

For the details of the change of consolidation scope please refer to Note 6 CHANGES IN THE SCOPE OF CONSOLIDATION.Note 2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS

2.1 Basis of Preparation

Based on going concern according to actually occurred transactions and events the Company prepares its financial statements in

accordance with the Accounting Standards for Business Enterprises – Basic standards and concrete accounting standards

Accounting Standards for Business Enterprises – Application Guidelines Accounting Standards for Business Enterprises –Interpretations and other relevant provisions (collectively known as “Accounting Standards for Business Enterprises issued byMinistry of Finance of PRC”).

2.2 Going Concern

The Company has assessed its ability to continually operate for the next twelve months from the end of the reporting period and no

any matters that may result in doubt on its ability as a going concern were noted. Therefore it is reasonable for the Company to

prepare financial statements on the going concern basis.

125深圳市特力(集团)股份有限公司2021年年度报告全文

Note 3. SIGNIFICANTACCOUNTING POLICIES ANDACCOUNTING ESTIMATES

The following significant accounting policies and accounting estimates of the Company are formulated in accordance with the

Accounting Standards for Business Enterprises. Businesses not mentioned are complied with relevant accounting policies of the

Accounting Standards for Business Enterprises.

3.1 Statement of Compliance with the Accounting Standards for Business Enterprises

The Company prepares its financial statements in accordance with the requirements of the Accounting Standards for Business

Enterprises truly and completely reflecting the Company’s financial position as at 31 December 2020 and its operating results

changes in shareholders' equity cash flows and other related information for the year then ended.

3.2 Accounting Period

The accounting year of the Company is from January 1 to December 31 in calendar year.

3.3 Operating Cycle

The normal operating cycle of the Company is twelve months.

3.4 Functional Currency

The Company takes Chinese Yuan (“CNY”) as the functional currency.The Company’s overseas subsidiaries choose the currency of the primary economic environment in which the subsidiaries operate as

the functional currency.

3.5 Accounting Treatment of Business Combinations under and not under Common Control

(a) Business combinations under common control

The assets and liabilities that the Company obtains in a business combination under common control shall be measured at their

carrying amount of the acquired entity at the combination date. If the accounting policy adopted by the acquired entity is different

from that adopted by the acquiring entity the acquiring entity shall according to accounting policy it adopts adjust the relevant items

in the financial statements of the acquired party based on the principal of materiality. As for the difference between the carrying

amount of the net assets obtained by the acquiring entity and the carrying amount of the consideration paid by it the capital reserve

(capital premium or share premium) shall be adjusted. If the capital reserve (capital premium or share premium) is not sufficient to

absorb the difference any excess shall be adjusted against retained earnings.For the accounting treatment of business combination under common control by step acquisitions please refer to Note 3.6 (6).(b) Business combinations not under common control

The assets and liabilities that the Company obtains in a business combination not under common control shall be measured at their

fair value at the acquisition date. If the accounting policy adopted by the acquired entity is different from that adopted by the

126深圳市特力(集团)股份有限公司2021年年度报告全文

acquiring entity the acquiring entity shall according to accounting policy it adopts adjust the relevant items in the financial

statements of the acquired entity based on the principal of materiality. The acquiring entity shall recognize the positive balance

between the combination costs and the fair value of the identifiable net assets it obtains from the acquired entity as goodwill. The

acquiring entity shall pursuant to the following provisions treat the negative balance between the combination costs and the fair

value of the identifiable net assets it obtains from the acquired entity:

(i) It shall review the measurement of the fair values of the identifiable assets liabilities and contingent liabilities it obtains from the

acquired entity as well as the combination costs;

(ii) If after the review the combination costs are still less than the fair value of the identifiable net assets it obtains from the acquired

entity the balance shall be recognized in profit or loss of the reporting period.For the accounting treatment of business combination under the same control by step acquisitions please refer to Note 3.6 (f).(c) Treatment of business combination related costs

The intermediary costs such as audit legal services and valuation consulting and other related management costs that are directly

attributable to the business combination shall be charged in profit or loss in the period in which they are incurred. The costs to issue

equity or debt securities for the consideration of business combination shall be recorded as a part of the value of the respect equity or

debt securities upon initial recognition.

3.6 Method of Preparing the Consolidated Financial Statements

(a) Scope of consolidation

The scope of consolidated financial statements shall be determined on the basis of control. It not only includes subsidiaries

determined based on voting power (or similar) or other arrangement but also structured entities under one or several contract

arrangements.Control exists when the Company has all the following: power over the investee; exposure or rights to variable returns from the

Company’s involvement with the investee; and the ability to use its power over the investee to affect the amount of the investor’s

returns. Subsidiaries are the entities that controlled by the Company (including enterprise a divisible part of the investee and

structured entity controlled by the enterprise). A structured entity (sometimes called a Special Purpose Entity) is an entity that has

been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity.(b) Special requirement as the parent Company is an investment entity

If the parent Company is an investment entity it should measure its investments in particular subsidiaries as financial assets at fair

value through profit or loss instead of consolidating those subsidiaries in its consolidated and separate financial statements. However

as an exception to this requirement if a subsidiary provides investment-related services or activities to the investment entity it should

127深圳市特力(集团)股份有限公司2021年年度报告全文

be consolidated.The parent Company is defined as investment entity when meets following conditions:

a. Obtains funds from one or more investors for the purpose of providing those investors with investment management services;

b. Commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation investment income

or both; and

c. Measures and evaluates the performance of substantially all of its investments on a fair value basis.If the parent Company becomes an investment entity it shall cease to consolidate its subsidiaries at the date of the change in status

except for any subsidiary which provides investment-related services or activities to the investment entity shall be continued to be

consolidated. The deconsolidation of subsidiaries is accounted for as though the investment entity partially disposed subsidiaries

without loss of control.When the parent Company previously classified as an investment entity ceases to be an investment entity subsidiary that was

previously measured at fair value through profit or loss shall be included in the scope of consolidated financial statements at the date

of the change in status. The fair value of the subsidiary at the date of change represents the transferred deemed consideration in

accordance with the accounting for business combination not under common control.(c) Method of preparing the consolidated financial statements

The consolidated financial statements shall be prepared by the Company based on the financial statements of the Company and its

subsidiaries and using other related information.When preparing consolidated financial statements the Company shall consider the entire group as an accounting entity adopt

uniform accounting policies and apply the requirements of Accounting Standard for Business Enterprises related to recognition

measurement and presentation. The consolidated financial statements shall reflect the overall financial position operating results and

cash flows of the group.(i) Like items of assets liabilities equity income expenses and cash flows of the parent are combined with those of the subsidiaries.(ii) The carrying amount of the parent’s investment in each subsidiary is eliminated (off-set) against the parent’s portion of equity of

each subsidiary.(iii) Eliminate the impact of intragroup transactions between the Company and the subsidiaries or between subsidiaries and when

intragroup transactions indicate an impairment of related assets the losses shall be recognized in full.(iv) Make adjustments to special transactions from the perspective of the group.

128深圳市特力(集团)股份有限公司2021年年度报告全文

(d) Method of preparation of the consolidated financial statements when subsidiaries are acquired or disposed in the

reporting period

(i) Acquisition of subsidiaries or business

A.Subsidiaries or business acquired through business combination under common control

When preparing consolidated statements of financial position the opening balance of the consolidated balance sheet shall be adjusted.Related items of comparative financial statements shall be adjusted as well deeming that the combined entity has always existed ever

since the ultimate controlling party began to control.Incomes expenses and profits of the subsidiary incurred from the beginning of the reporting period to the end of the reporting period

shall be included into the consolidated statement of profit or loss. Related items of comparative financial statements shall be adjusted

as well deeming that the combined entity has always existed ever since the ultimate controlling party began to control.Cash flows from the beginning of the reporting period to the end of the reporting period shall be included into the consolidated

statement of cash flows. Related items of comparative financial statements shall be adjusted as well deeming that the combined

entity has always existed ever since the ultimate controlling party began to control.B.Subsidiaries or business acquired through business combination not under common control

When preparing the consolidated statements of financial position the opening balance of the consolidated statements of financial

position shall not be adjusted.Incomes expenses and profits of the subsidiary incurred from the acquisition date to the end of the reporting period shall be included

into the consolidated statement of profit or loss.Cash flows from the acquisition date to the end of the reporting period shall be included into the consolidated statement of cash

flows.(ii) Disposal of subsidiaries or business

When preparing the consolidated statements of financial position the opening balance of the consolidated statements of financial

position shall not be adjusted.Incomes expenses and profits incurred from the beginning of the subsidiary to the disposal date shall be included into the

consolidated statement of profit or loss.Cash flows from the beginning of the subsidiary to the disposal date shall be included into the consolidated statement of cash flows.(e) Special consideration in consolidation elimination

(i) Long-term equity investment held by the subsidiaries to the Company shall be recognized as treasury stock of the Company

which is offset with the owner’s equity represented as “treasury stock” under “owner’s equity” in the consolidated statement

129深圳市特力(集团)股份有限公司2021年年度报告全文

of financial position.Long-term equity investment held by subsidiaries between each other is accounted for taking long-term equity investment held by the

Company to its subsidiaries as reference. That is the long-term equity investment is eliminated (off- set) against the portion of the

corresponding subsidiary’s equity.(ii) Due to not belonging to paid-in capital (or share capital) and capital reserve and being different from retained earnings and

undistributed profit “Specific reserves” and “General risk provision” shall be recovered based on the proportion attributable to

owners of the parent Company after long-term equity investment to the subsidiaries is eliminated with the subsidiaries’ equity.(iii) If temporary timing difference between the book value of the assets and liabilities in the consolidated statement of financial

position and their tax basis is generated as a result of elimination of unrealized inter-Company transaction profit or loss deferred tax

assets of deferred tax liabilities shall be recognized and income tax expense in the consolidated statement of profit or loss shall be

adjusted simultaneously excluding deferred taxes related to transactions or events directly recognized in owner’s equity or business

combination.(iv) Unrealised inter-Company transactions profit or loss generated from the Company selling assets to its subsidiaries shall be

eliminated against“net profit attributed to the owners of the parent Company” in full. Unrealized inter-Company transactions profitor loss generated from the subsidiaries selling assets to the Company shall be eliminated between“net profit attributed to the ownersof the parent Company” and “non-controlling interests” pursuant to the proportion of the Company in the related subsidiaries.Unrealized inter-Company transactions profit or loss generated from the assets sales between the subsidiaries shall be eliminated

between “net profit attributed to the owners of the parent Company” and “non-controlling interests” pursuant to the proportion

of the Company in the selling subsidiaries.(v) If loss attributed to the minority shareholders of a subsidiary in current period is more than the proportion of non-controlling

interest in this subsidiary at the beginning of the period non-controlling interest is still to be written down.(f) Accounting for Special Transactions

(i) Purchasing of non-controlling interests

Where the Company purchases non-controlling interests of its subsidiary in the separate financial statements of the Company the

cost of the long-term equity investment obtained in purchasing non-controlling interests is measured at the fair value of the

consideration paid. In the consolidated financial statements difference between the cost of the long-term equity investment newly

obtained in purchasing non-controlling interests and share of the subsidiary’s net assets from the acquisition date or combination date

continuingly calculated pursuant to the newly acquired shareholding proportion shall be adjusted into capital reserve (capital

premium or share premium). If capital reserve is not enough to be offset surplus reserve and undistributed profit shall be offset in

130深圳市特力(集团)股份有限公司2021年年度报告全文

turn.(ii) Gaining control over the subsidiary in stages through multiple transactions

A.Business combination under common control in stages through multiple transactions

On the combination date in the separate financial statement initial cost of the long-term equity investment is determined according

to the share of carrying amount of the acquiree’s net assets in the ultimate controlling entity’s consolidated financial statements after

combination. The difference between the initial cost of the long-term equity investment and the carrying amount of the long -term

investment held prior of control plus book value of additional consideration paid at acquisition date is adjusted into capital reserve

(capital premium or share premium). If the capital reserve is not enough to absorb the difference any excess shall be adjusted against

surplus reserve and undistributed profit in turn.In the consolidated financial statements the assets and liabilities acquired during the combination should be recognized at their

carrying amount in the ultimate controlling entity’s consolidated financial statements on the combination date unless any adjustment

is resulted from the difference in accounting policies. The difference between the carrying amount of the investment held prior of

control plus book value of additional consideration paid on the acquisition date and the net assets acquired through the combination is

adjusted into capital reserve (capital premium or share premium). If the capital reserve is not enough to absorb the difference any

excess shall be adjusted against retained earnings.If the acquiring entity holds equity investment in the acquired entity prior to the combination date and the equity investment is

accounted for under the equity method related profit or loss other comprehensive income and other changes in equity which have

been recognized during the period from the later of the date of the Company obtaining original equity interest and the date of both the

acquirer and the acquiree under common control of the same ultimate controlling party to the combination date should be offset

against the opening balance of retained earnings at the comparative financial statements period respectively.B.Business combination not under common control in stages through multiple transactions

On the consolidation date in the separate financial statements the initial cost of long-term equity investment is determined according

to the carrying amount of the original long-term investment plus the cost of new investment.In the consolidated financial statements the equity interest of the acquired entity held prior to the acquisition date shall be

re-measured at its fair value on the acquisition date. Difference between the fair value of the equity interest and its book value is

recognized as investment income. The other comprehensive income related to the equity interest held prior to the acquisition date

calculated through equity method should be transferred to current investment income of the acquisition period excluding other

comprehensive income resulted from the remeasurement of the net assets or net liabilities under defined benefit plan. The Company

shall disclose acquisition-date fair value of the equity interest held prior to the acquisition date and the related gains or losses due to

the remeasurement based on fair value.

131深圳市特力(集团)股份有限公司2021年年度报告全文

(iii) Disposal of investment in subsidiaries without a loss of control

For partial disposal of the long-term equity investment in the subsidiaries without a loss of control when the Company prepares

consolidated financial statements difference between consideration received from the disposal and the corresponding share of

subsidiary’s net assets cumulatively calculated from the acquisition date or combination date shall be adjusted into capital reserve

(capital premium or share premium). If the capital reserve is not enough to absorb the difference any excess shall be offset against

retained earnings.(iv) Disposal of investment in subsidiaries with a loss of control

A. Disposal through one transaction

If the Company loses control in an investee through partial disposal of the equity investment when the consolidated financial

statements are prepared the retained equity interest should be re-measured at fair value at the date of loss of control. The difference

between i) the fair value of consideration received from the disposal plus non-controlling interest retained; ii) share of the former

subsidiary’s net assets cumulatively calculated from the acquisition date or combination date according to the original proportion of

equity interest shall be recognized in current investment income when control is lost.Moreover other comprehensive income and other changes in equity related to the equity investment in the former subsidiary shall be

transferred into current investment income when control is lost excluding other comprehensive income resulted from the

remeasurement of the movement of net assets or net liabilities under defined benefit plan.B. Disposal in stages

In the consolidated financial statements whether the transactions should be accounted for as “a single transaction” needs to be

decided firstly.If the disposal in stages should not be classified as “a single transaction” in the separate financial statements for transactions prior

of the date of loss of control carrying amount of each disposal of long-term equity investment need to be recognized and the

difference between consideration received and the carrying amount of long-term equity investment corresponding to the equity

interest disposed should be recognized in current investment income; in the consolidated financial statements the disposaltransaction should be accounted for according to related policy in“Disposal of long-term equity investment in subsidiaries without aloss of control”.If the disposal in stages should be classified as “ a single transaction” these transactions should be accounted for as a single

transaction of disposal of subsidiary resulting in loss of control. In the separate financial statements for each transaction prior of the

date of loss of control difference between consideration received and the carrying amount of long-term equity investment

corresponding to the equity interest disposed should be recognized as other comprehensive income firstly and transferred to profit or

132深圳市特力(集团)股份有限公司2021年年度报告全文

loss as a whole when control is lost; in the consolidated financial statements for each transaction prior of the date of loss of control

difference between consideration received and proportion of the subsidiary’s net assets corresponding to the equity interest disposed

should be recognized in profit or loss as a whole when control is lost.In considering of the terms and conditions of the transactions as well as their economic impact the presence of one or more of the

following indicators may lead to account for multiple transactions as a single transaction:

(a) The transactions are entered into simultaneously or in contemplation of one another.(b) The transactions form a single transaction designed to achieve an overall commercial effect.(c) The occurrence of one transaction depends on the occurrence of at least one other transaction.(d) One transaction when considered on its own merits does not make economic sense but when considered together with the other

transaction or transactions would be considered economically justifiable.(iii) Diluting equity share of parent Company in its subsidiaries due to additional capital injection by the subsidiaries’ minority

shareholders.Other shareholders (minority shareholders) of the subsidiaries inject additional capital in the subsidiaries which resulted in the

dilution of equity interest of parent Company in these subsidiaries. In the consolidated financial statements difference between share

of the corresponding subsidiaries’ net assets calculated based on the parent’s equity interest before and after the capital injection

shall be adjusted into capital reserve (capital premium or share premium). If the capital reserve is not enough to absorb the difference

any excess shall be adjusted against retained earnings.

3.7 Classification of Joint Arrangements and Accounting for Joint Operation

A joint arrangement is an arrangement of which two or more parties have joint control. Joint arrangement of the Company is

classified as either a joint operation or a joint venture.(a) Joint operation

A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets and

obligations for the liabilities relating to the arrangement.The Company shall recognize the following items in relation to shared interest in a joint operation and account for them in

accordance with relevant accounting standards of the Accounting Standards for Business Enterprises:

(i) its assets including its share of any assets held jointly;

(ii) its liabilities including its share of any liabilities incurred jointly;

(iii) its revenue from the sale of its share of the output arising from the joint operation;

(iv) its share of the revenue from the sale of the output by the joint operation; and

133深圳市特力(集团)股份有限公司2021年年度报告全文

(v) its expenses including its share of any expenses incurred jointly.(b) Joint venture

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of

the arrangement.The Company accounts for its investment in the joint venture by applying the equity method of long-term equity investment.

3.8 Cash and Cash Equivalents

Cash comprises cash on hand and deposits that can be readily withdrawn on demand. Cash equivalents include short-term (generally

within three months of maturity at acquisition) highly liquid investments that are readily convertible into known amounts of cash and

which are subject to an insignificant risk of changes in value.

3.9 Foreign Currency Transactions and Translation of Foreign Currency Financial

Statements

(a) Determination of the exchange rate for foreign currency transactions

At the time of initial recognition of a foreign currency transaction the amount in the foreign currency shall be translated into the

amount in the functional currency at the spot exchange rate of the transaction date or at an exchange rate which is determined

through a systematic and reasonable method and is approximate to the spot exchange rate of the transaction date (hereinafter referred

to as the approximate exchange rate).(b) Translation of monetary items denominated in foreign currency on the balance sheet date

The foreign currency monetary items shall be translated at the spot exchange rate on the balance sheet date. The balance of exchange

arising from the difference between the spot exchange rate on the balance sheet date and the spot exchange rate at the time of initial

recognition or prior to the balance sheet date shall be recorded into the profits and losses at the current period. The foreign currency

non-monetary items measured at the historical cost shall still be translated at the spot exchange rate on the transaction date; for the

foreign currency non-monetary items restated to a fair value measurement shall be translated into the at the spot exchange rate at the

date when the fair value was determined the difference between the restated functional currency amount and the original functional

currency amount shall be recorded into the profits and losses at the current period.(c) Translation of foreign currency financial statements

Before translating the financial statements of foreign operations the accounting period and accounting policy shall be adjusted so as

to conform to the Company. The adjusted foreign operation financial statements denominated in foreign currency (other than

functional currency) shall be translated in accordance with the following method:

(i) The asset and liability items in the statement of financial position shall be translated at the spot exchange rates at the date of

134深圳市特力(集团)股份有限公司2021年年度报告全文

that statement of financial position.. The owners’ equity items except undistributed profit shall be translated at the spot exchange

rates when they are incurred.(ii) The income and expense items in the statement of profit and other comprehensive income shall be translated at the spot

exchange rates or approximate exchange rate at the date of transaction. Foreign currency cash flows and cash flows of foreign

subsidiaries shall be translated at the spot exchange rate or approximate exchange rate when the cash flows are incurred. The effect of

exchange rate changes on cash is presented separately in the statement of cash flows as an adjustment item.(iv) The differences arising from the translation of foreign currency financial statements shall be presented separately as “othercomprehensive income” under the owners’ equity items of the consolidated statement of financial position.When disposing a foreign operation involving loss of control the cumulative amount of the exchange differences relating to that

foreign operation recognized under other comprehensive income in the statement of financial position shall be reclassified into

current profit or loss according to the proportion disposed.

3.10 Financial Instruments

Financial instrument is any contract which gives rise to both a financial asset of one entity and a financial liability or equity

instrument of another entity.(a) Recognition and derecognition of financial instrument

A financial asset or a financial liability should be recognized in the statement of financial position when and only when an entity

becomes party to the contractual provisions of the instrument.A financial asset can only be derecognized when meets one of the following conditions:

(i) The rights to the contractual cash flows from a financial asset expire

(ii) The financial asset has been transferred and meets one of the following derecognition conditions:

Financial liabilities (or part thereof) are derecognized only when the liability is extinguished—i.e. when the obligation specified in

the contract is discharged or cancelled or expires. An exchange of the Company (borrower) and lender of debt instruments that carry

significantly different terms or a substantial modification of the terms of an existing liability are both accounted for as an

extinguishment of the original financial liability and the recognition of a new financial liability.Purchase or sale of financial assets in a regular-way shall be recognized and derecognized using trade date accounting. A regular-way

purchase or sale of financial assets is a transaction under a contract whose terms require delivery of the asset within the time frame

established generally by regulations or convention in the market place concerned. Trade date is the date at which the entity commits

itself to purchase or sell an asset.

135深圳市特力(集团)股份有限公司2021年年度报告全文

(b) Classification and measurement of financial assets

At initial recognition the Company classified its financial asset based on both the business model for managing the financial asset

and the contractual cash flow characteristics of the financial asset: financial asset at amortized cost financial asset at fair value

through profit or loss (FVTPL) and financial asset at fair value through other comprehensive income (FVTOCI). Reclassification of

financial assets is permitted if and only if the objective of the entity’s business model for managing those financial assets changes.In this circumstance all affected financial assets shall be reclassified on the first day of the first reporting period after the changes in

business model; Otherwise the financial assets cannot be reclassified after initial recognition.Financial assets shall be measured at initial recognition at fair value. For financial assets measured at FVTPL transaction costs are

recognized in current profit or loss. For financial assets not measured at FVTPL transaction costs should be included in the initial

measurement. Notes receivable or accounts receivable that arise from sales of goods or rendering of services are initially measured at

the transaction price defined in the accounting standard of revenue where the transaction does not include a significant financing

component.Subsequent measurement of financial assets will be based on their categories:

(i)Financial asset at amortized cost

The financial asset at amortized cost category of classification applies when both the following conditions are met: the financial asset

is held within the business model whose objective is to hold financial assets in order to collect contractual cash flows and the

contractual term of the financial asset gives rise on specified dates to cash flows that are solely payment of principal and interest on

the principal amount outstanding. These financial assets are subsequently measured at amortized cost by adopting the effective

interest rate method. Any gain or loss arising from derecognition according to the amortization under effective interest rate method or

impairment are recognized in current profit or loss.(ii)Financial asset at fair value through other comprehensive income (FVTOCI)

The financial asset at FVTOCI category of classification applies when both the following conditions are met: the financial asset is

held within the business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and

the contractual term of the financial asset gives rise on specified dates to cash flows that are solely payment of principle and interest

on the principal amount outstanding. All changes in fair value are recognized in other comprehensive income except for gain or loss

arising from impairment or exchange differences which should be recognized in current profit or loss. At derecognition cumulative

gain or loss previously recognized under OCI is reclassified to current profit or loss. However interest income calculated based on

the effective interest rate is included in current profit or loss.The Company make an irrevocable decision to designate part of non-trading equity instrument investments as measured through

FVTOCI. All changes in fair value are recognized in other comprehensive income except for dividend income recognized in current

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profit or loss. At derecognition cumulative gain or loss are reclassified to retained earnings.(iii)Financial asset at fair value through profit or loss (FVTPL)

Financial asset except for above mentioned financial asset at amortized cost or financial asset at fair value through other

comprehensive income (FVTOCI) should be classified as financial asset at fair value through profit or loss (FVTPL). These financial

assets should be subsequently measured at fair value. All the changes in fair value are included in current profit or loss.(c) Classification and measurement of financial liabilities

The Company classified the financial liabilities as financial liabilities at fair value through profit or loss (FVTPL) loan commitments

at a below-market interest rate and financial guarantee contracts and financial asset at amortized cost.Subsequent measurement of financial assets will be based on the classification:

(i)Financial liabilities at fair value through profit or loss (FVTPL)

Held-for-trading financial liabilities (including derivatives that are financial liabilities) and financial liabilities designated at FVTPL

are classified as financial liabilities at FVTP. After initial recognition any gain or loss (including interest expense) are recognized in

current profit or loss except for those hedge accounting is applied. For financial liability that is designated as at FVTPL changes in

the fair value of the financial liability that is attributable to changes in the own credit risk of the issuer shall be presented in other

comprehensive income. At derecognition cumulative gain or loss previously recognized under OCI is reclassified to retained

earnings.(ii)Loan commitments and financial guarantee contracts

Loan commitment is a commitment by the Company to provide a loan to customer under specified contract terms. The provision of

impairment losses of loan commitments shall be recognized based on expected credit losses model.Financial guarantee contract is a contract that requires the Company to make specified payments to reimburse the holder for a loss it

incurs because a specified debtor fails to make payment when due in accordance with the original or modified terms of a debt

instrument. Financial guarantee contracts liability shall be subsequently measured at the higher of: The amount of the loss allowance

recognized according to the impairment principles of financial instruments; and the amount initially recognized less the cumulative

amount of income recognized in accordance with the revenue principles.(iii)Financial liabilities at amortized cost

After initial recognition the Company measured other financial liabilities at amortized cost using the effective interest method.Except for special situation financial liabilities and equity instrument should be classified in accordance with the following

principles:

(i) If the Company has no unconditional right to avoid delivering cash or another financial instrument to fulfill a contractual

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obligation this contractual obligation meet the definition of financial liabilities. Some financial instruments do not comprise terms

and conditions related to obligations of delivering cash or another financial instrument explicitly they may include contractual

obligation indirectly through other terms and conditions.(ii) If a financial instrument must or may be settled in the Company's own equity instruments it should be considered that the

Company’s own equity instruments are alternatives of cash or another financial instrument or to entitle the holder of the equity

instruments to sharing the remaining rights over the net assets of the issuer. If the former is the case the instrument is a liability of

the issuer; otherwise it is an equity instrument of the issuer. Under some circumstances it is regulated in the contract that the

financial instrument must or may be settled in the Company's own equity instruments where amount of contractual rights and

obligations are calculated by multiplying the number of the equity instruments to be available or delivered by its fair value upon

settlement. Such contracts shall be classified as financial liabilities regardless that the amount of contractual rights and liabilities is

fixed or fluctuate totally or partially with variables other than market price of the entity’s own equity instruments (such as interest

rate price of some kind of goods or some kind of financial instrument).(d) Derivatives and embedded derivatives

At initial recognition derivatives shall be measured at fair value at the date of derivative contracts are signed and subsequently

measured at fair value. The derivative with a positive fair value shall be recognized as an asset and with a negative fair value shall be

recognized as a liability.Gains or losses arising from the changes in fair value of derivatives shall be recognized directly into current profit or loss except for

the effective portion of cash flow hedges which shall be recognized in other comprehensive income and reclassified into current

profit or loss when the hedged items affect profit or loss.An embedded derivative is a component of a hybrid contract with a financial asset as a host the Company shall apply the

requirements of financial asset classification to the entire hybrid contract. If a host that is not a financial asset and the hybrid contract

is not measured at fair value with changes in fair value recognized in profit or loss and the economic characteristics and risks of the

embedded derivative are not closely related to the economic characteristics and risks of the host and a separate instrument with the

same terms as the embedded derivative would meet the definition of a derivative the embedded derivative shall be separated from

the hybrid instrument and accounted for as a separate derivative instrument. If the Company is unable to measure the fair value of the

embedded derivative at the acquisition date or subsequently at the balance sheet date the entire hybrid contract is designated as

financial assets or financial liabilities at fair value through profit or loss.(e) Impairment of financial instrument

The Company shall recognize a loss allowance based on expected credit losses on a financial asset that is measured at amortized cost

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a debt investment at fair value through other comprehensive income a contract asset a lease receivable a loan commitment and a

financial guarantee contract.(i) Measurement of expected credit losses

Expected credit losses are the weighted average of credit losses of the financial instruments with the respective risks of a default

occurring as the weights. Credit loss is the difference between all contractual cash flows that are due to the Company in accordance

with the contract and all the cash flows that the Company expects to receive (ie all cash shortfalls) discounted at the original

effective interest rate or credit- adjusted effective interest rate for purchased or originated credit-impaired financial assets.Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a

financial instrument.

12-month expected credit losses are the portion of lifetime expected credit losses that represent the expected credit losses that result

from default events on a financial instrument that are possible within the 12 months after the reporting date (or the expected lifetime

if the expected life of a financial instrument is less than 12 months).At each reporting date the Company classifies financial instruments into three stages and makes provisions for expected credit losses

accordingly. A financial instrument of which the credit risk has not significantly increased since initial recognition is at stage 1. The

Company shall measure the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses. A

financial instrument with a significant increase in credit risk since initial recognition but is not considered to be credit-impaired is at

stage 2. The Company shall measure the loss allowance for that financial instrument at an amount equal to the lifetime expected

credit losses. A financial instrument is considered to be credit-impaired as at the end of the reporting period is at stage 3. The

Company shall measure the loss allowance for that financial instrument at an amount equal to the lifetime expected credit losses.The Company may assume that the credit risk on a financial instrument has not increased significantly since initial recognition if the

financial instrument is determined to have low credit risk at the reporting date and measure the loss allowance for that financial

instrument at an amount equal to 12-month expected credit losses.For financial instrument at stage 1 stage 2 and those have low credit risk the interest revenue shall be calculated by applying the

effective interest rate to the gross carrying amount of a financial asset (ie impairment loss not been deducted). For financial

instrument at stage 3 interest revenue shall be calculated by applying the effective interest rate to the amortized cost after deducting

of impairment loss.For notes receivable accounts receivable and accounts receivable financing no matter it contains a significant financing component

or not the Company shall measure the loss allowance at an amount equal to the lifetime expected credit losses.

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(a)Receivables/Contract Assets

For the notes receivable accounts receivable other receivables accounts receivable financing contract assets and long-term

receivables which are demonstrated to be impaired by any objective evidence or applicable for individual assessment the Company

shall individually assess for impairment and recognize the loss allowance for expected credit losses. If the Company determines that

no objective evidence of impairment exists for notes receivable accounts receivable other receivables accounts receivable financing

contract assets and long-term receivables or the expected credit loss of a single financial asset cannot be assessed at reasonable cost

such notes receivable accounts receivable other receivables accounts receivable financing contract assets and long-term receivables

shall be divided into several groups with similar credit risk characteristics and collectively calculated the expected credit loss. The

determination basis of groups is as following:

Determination basis of notes receivable is as following:

Illustration:

Group 1: Commercial acceptance bills

Group 2: Bank acceptance bills

For each group the Company calculates expected credit losses through default exposure and the lifetime expected credit losses rate

taking reference to historical experience for credit losses and considering current condition and expectation for the future economic

situation.Determination basis of accounts receivable is as following:

Illustration:

Group 1: Portfolio grouped with ages

Group 2: Portfolio grouped with business of jewelry sales

For each group the Company calculates expected credit losses through preparing an aging analysis schedule with the lifetime

expected credit losses rate taking reference to historical experience for credit losses and considering current condition and

expectation for the future economic situation.Determination basis of other receivables is as following:

Illustration:

Group 1: Interest receivable

Group 2: Dividend receivable

Group 3: Portfolio grouped with ages

Group 4: Deposit and guarantee receivable

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Group 5: Portfolio grouped with balances due from consolidated parties

For each group the Company calculates expected credit losses through default exposure and the 12-months or lifetime expected

credit losses rate taking reference to historical experience for credit losses and considering current condition and expectation for the

future economic situation.Determination basis of long-term receivables financing is as following:

Illustration:

Group 1: Others

For group 1 the Company calculates expected credit losses through default exposure and the 12-months or lifetime expected credit

losses rate taking reference to historical experience for credit losses and considering current condition and expectation for the future

economic situation.(b) Debt investment and other debt investment

For debt investment and other debt investment the Company shall calculate the expected credit loss through the default exposure and

the 12-month or lifetime expected credit loss rate based on the nature of the investment counterparty and the type of risk exposure.(ii) Low credit risk

If the financial instrument has a low risk of default the borrower has a strong capacity to meet its contractual cash flow obligations in

the near term and adverse changes in economic and business conditions in the longer term may but will not necessarily reduce the

ability of the borrower to fulfill its contractual cash flow obligations.(iii) Significant increase in credit risk

The Company shall assess whether the credit risk on a financial instrument has increased significantly since initial recognition using

the change in the risk of a default occurring over the expected life of the financial instrument through the comparison of the risk of a

default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as

at the date of initial recognition.To make that assessment the Company shall consider reasonable and supportable information that is available without undue cost or

effort and that is indicative of significant increases in credit risk since initial recognition including forward-looking information.The information considered by the Company are as following:

* Significant changes in internal price indicators of credit risk as a result of a change in credit risk since inception

* Existing or forecast adverse change in the business financial or economic conditions of the borrower that results in a

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significant change in the borrower’s ability to meet its debt obligations;

* An actual or expected significant change in the operating results of the borrower; An actual or expected significant

adverse change in the regulatory economic or technological environment of the borrower;

* Significant changes in the value of the collateral supporting the obligation or in the quality of third-party guarantees or

credit enhancements which are expected to reduce the borrower’s economic incentive to make scheduled contractual payments or to

otherwise have an effect on the probability of a default occurring;

* Significant change that are expected to reduce the borrower’ s economic incentive to make scheduled contractual

payments;

* Expected changes in the loan documentation including an expected breach of contract that may lead to covenant waivers

or amendments interest payment holidays interest rate step-ups requiring additional collateral or guarantees or other changes to the

contractual framework of the instrument;

* Significant changes in the expected performance and behavior of the borrower;

* Contractual payments are more than 30 days past due.Depending on the nature of the financial instruments the Company shall assess whether the credit risk has increased significantly

since initial recognition on an individual financial instrument or a group of financial instruments. When assessed based on a group of

financial instruments the Company can group financial instruments on the basis of shared credit risk characteristics for example

past due information and credit risk rating.Generally the Company shall determine the credit risk on a financial asset has increased significantly since initial recognition when

contractual payments are more than 30 days past due. The Company can only rebut this presumption if the Company has reasonable

and supportable information that is available without undue cost or effort that demonstrates that the credit risk has not increased

significantly since initial recognition even though the contractual payments are more than 30 days past due.(iv) Credit-impaired financial asset

The Company shall assess at each reporting date whether the credit impairment has occurred for financial asset at amortized cost and

debt investment at fair value through other comprehensive income. A financial asset is credit-impaired when one or more events that

have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidences that a financial asset is

credit-impaired include observable data about the following events:

Significant financial difficulty of the issuer or the borrower;a breach of contract such as a default or past due event; the lender(s) of

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the borrower for economic or contractual reasons relating to the borrower’s financial difficulty having granted to the borrower a

concession(s) that the lender(s) would not otherwise consider; it is becoming probable that the borrower will enter bankruptcy or

other financial reorganization; the disappearance of an active market for that financial asset because of financial difficulties; the

purchase or origination of a financial asset at a deep discount that reflects the incurred credit losses.(v) Presentation of impairment of expected credit loss

In order to reflect the changes of credit risk of financial instrument since initial recognition the Company shall at each reporting date

remeasure the expected credit loss and recognize in profit or loss as an impairment gain or loss the amount of expected credit losses

addition (or reversal). For financial asset at amortized cost the loss allowance shall reduce the carrying amount of the financial asset

in the statement of financial position; for debt investment at fair value through other comprehensive income the loss allowance shall

be recognized in other comprehensive income and shall not reduce the carrying amount of the financial asset in the statement of

financial position.(vi) Write-off

The Company shall directly reduce the gross carrying amount of a financial asset when the Company has no reasonable expectations

of recovering the contractual cash flow of a financial asset in its entirety or a portion thereof. Such write-off constitutes a

derecognition of the financial asset. This circumstance usually occurs when the Company determines that the debtor has no assets or

sources of income that could generate sufficient cash flow to repay the write-off amount.Recovery of financial asset written off shall be recognized in profit or loss as reversal of impairment loss.(f) Transfer of financial assets

Transfer of financial assets refers to following two situations:

* Transfers the contractual rights to receive the cash flows of the financial asset;

* Transfers the entire or a part of a financial asset and retains the contractual rights to receive the cash flows of the financial

asset but assumes a contractual obligation to pay the cash flows to one or more recipients.(i) Derecognition of transferred assets

If the Company transfers substantially all the risks and rewards of ownership of the financial asset or neither transfers nor retains

substantially all the risks and rewards of ownership of the financial asset but has not retained control of the financial asset the

financial asset shall be derecognized.Whether the Company has retained control of the transferred asset depends on the transferee’ s ability to sell the asset. If the

transferee has the practical ability to sell the asset in its entirety to an unrelated third party and is able to exercise that ability

143深圳市特力(集团)股份有限公司2021年年度报告全文

unilaterally and without needing to impose additional restrictions on the transfer the Company has not retained control.The Company judges whether the transfer of financial asset qualifies for derecognition based on the substance of the transfer.If the transfer of financial asset qualifies for derecognition in its entirety the difference between the following shall be recognized in

profit or loss:

* The carrying amount of transferred financial asset;

* The sum of consideration received and the part derecognized of the cumulative changes in fair value previously

recognized in other comprehensive income (The financial assets involved in the transfer are classified as financial assets at fair value

through other comprehensive income in accordance with Article 18 of the Accounting Standards for Business Enterprises -

Recognition and Measurement of Financial Instruments).If the transferred asset is a part of a larger financial asset and the part transferred qualifies for derecognition the previous carrying

amount of the larger financial asset shall be allocated between the part that continues to be recognized (For this purpose a retained

servicing asset shall be treated as a part that continues to be recognized) and the part that is derecognized based on the relative fair

values of those parts on the date of the transfer. The difference between following two amounts shall be recognized in profit or loss:

* The carrying amount (measured at the date of derecognition) allocated to the part derecognized;

* The sum of the consideration received for the part derecognized and part derecognized of the cumulative changes in fair

value previously recognized in other comprehensive income (The financial assets involved in the transfer are classified as financial

assets at fair value through other comprehensive income in accordance with Article 18 of the Accounting Standards for Business

Enterprises - Recognition and Measurement of Financial Instruments).(ii) Continuing involvement in transferred assets

If the Company neither transfers nor retains substantially all the risks and rewards of ownership of a transferred asset and retains

control of the transferred asset the Company shall continue to recognize the transferred asset to the extent of its continuing

involvement and also recognize an associated liability.The extent of the Company’s continuing involvement in the transferred asset is the extent to which it is exposed to changes in the

value of the transferred asset

(iii) Continue to recognize the transferred assets

If the Company retains substantially all the risks and rewards of ownership of the transferred financial asset the Company shall

continue to recognize the transferred asset in its entirety and the consideration received shall be recognized as a financial liability.The financial asset and the associated financial liability shall not be offset. In subsequent accounting period the Company shall

144深圳市特力(集团)股份有限公司2021年年度报告全文

continuously recognize any income (gain) arising from the transferred asset and any expense (loss) incurred on the associated

liability.(g) Offsetting financial assets and financial liabilities

Financial assets and financial liabilities shall be presented separately in the statement of financial position and shall not be offset.When meets the following conditions financial assets and financial liabilities shall be offset and the net amount presented in the

statement of financial position:

The Company currently has a legally enforceable right to set off the recognized amounts; The Company intends either to settle on a

net basis or to realize the asset and settle the liability simultaneously.In accounting for a transfer of a financial asset that does not qualify for derecognition the Company shall not offset the transferred

asset and the associated liability.(h) Determination of fair value of financial instruments

Determination of financial assets and financial liabilities please refer to Note 3.11

3.11 Fair Value Measurement

Fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between

market participants at the measurement date.The Company determines fair value of the related assets and liabilities based on market value in the principal market or in the

absence of a principal market in the most advantageous market price for the related asset or liability. The fair value of an asset or a

liability is measured using the assumptions that market participants would use when pricing the asset or liability assuming that

market participants act in their economic best interest.The principal market is the market in which transactions for an asset or liability take place with the greatest volume and frequency.The most advantageous market is the market which maximizes the value that could be received from selling the asset and minimizes

the value which is needed to be paid in order to transfer a liability considering the effect of transport costs and transaction costs both.If the active market of the financial asset or financial liability exists the Company shall measure the fair value using the quoted price

in the active market. If the active market of the financial instrument is not available the Company shall measure the fair value using

valuation techniques.A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by

using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best

use.* Valuation techniques

145深圳市特力(集团)股份有限公司2021年年度报告全文

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to

measure fair value including the market approach the income approach and the cost approach. The Company shall use valuation

techniques consistent with one or more of those approaches to measure fair value. If multiple valuation techniques are used to

measure fair value the results shall be evaluated considering the reasonableness of the range of values indicated by those results. A

fair value measurement is the point within that range that is most representative of fair value in the circumstances.When using the valuation technique the Company shall give the priority to relevant observable inputs. The unobservable inputs can

only be used when relevant observable inputs is not available or practically would not be obtained. Observable inputs refer to the

information which is available from market and reflects the assumptions that market participants would use when pricing the asset or

liability. Unobservable Inputs refer to the information which is not available from market and it has to be developed using the best

information available in the circumstances from the assumptions that market participants would use when pricing the asset or

liability.* Fair value hierarchy

To Company establishes a fair value hierarchy that categorizes into three levels the inputs to valuation techniques used to measure

fair value. The fair value hierarchy gives the highest priority to Level 1 inputs and second to the Level 2 inputs and the lowest

priority to Level 3 inputs. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the

entity can access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are

observable for the asset or liability either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability.

3.12 Inventories

(a) Classification of inventories

Investment property includes land use right of rent-out property and of property held for capital

appreciation and buildings that have been leased out.(b) Measurement method of cost of inventories sold or used

The cost of inventories used or sold is determined on the first in- first out or individual valuation

method basis.(c) Inventory system

The perpetual inventory system is adopted. The inventories should be counted at least once a year

and surplus or losses of inventory stocktaking shall be included in current profit and loss.

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(d) Provision for impairment of inventory

Inventories are stated at the lower of cost and net realizable value. The excess of cost over net realizable value of the inventories is

recognized as provision for impairment of inventory and recognized in current profit or loss.Net realizable value of the inventory should be determined on the basis of reliable evidence obtained and factors such as purpose of

holding the inventory and impact of post balance sheet event shall be considered.(i) In normal operation process finished goods products and materials for direct sale their net realizable values are determined at

estimated selling prices less estimated selling expenses and relevant taxes and surcharges; for inventories held to execute sales

contract or service contract their net realizable values are calculated on the basis of contract price. If the quantities of inventories

specified in sales contracts are less than the quantities held by the Company the net realizable value of the excess portion of

inventories shall be based on general selling prices. Net realizable value of materials held for sale shall be measured based on market

price.(ii) For materials in stock need to be processed in the ordinary course of production and business net realizable value is determined

at the estimated selling price less the estimated costs of completion the estimated selling expenses and relevant taxes. If the net

realizable value of the finished products produced by such materials is higher than the cost the materials shall be measured at cost; if

a decline in the price of materials indicates that the cost of the finished products exceeds its net realizable value the materials are

measured at net realizable value and differences shall be recognized at the provision for impairment.(iii) Provisions for inventory impairment are generally determined on an individual basis. For inventories with large quantity and low

unit price the provisions for inventory impairment are determined on a category basis.(iv) If any factor rendering write-downs of the inventories has been eliminated at the reporting date the amounts written down are

recovered and reversed to the extent of the inventory impairment which has been provided for. The reversal shall be included in

profit or loss.

3.13 Contract assets and Contract liabilities

The Company presents contract assets or contract liabilities in the balance sheet based on the relationship between its performance

obligations and customers’ payments. Contract assets and contract liabilities under the same contract shall offset each other and be

presented on a net basis.The Company presents an unconditional right to consideration (i.e. only the passage of time is required before the consideration is

due) as a receivable and presents a right to consideration in exchange for goods that it has transferred to a customer (which is

conditional on something other than the passage of time) as a contract asset.For the Company's determination method and accounting treatment method for the expected credit loss of contract assets please refer

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to Note 3.10 Financial Instruments for details.The Company presents an obligation to transfer goods to a customer for which the Company has received consideration (or the

amount is due) from the customer as a contract liability.

3.14 Contract costs

Assets related to contract costs including costs of obtaining a contract and costs to fulfil a contract.The Company recognizes as an asset the incremental costs of obtaining a contract if those costs are expected to be recovered. The

costs of obtaining a contract shall be included into profit or loss when incurred if the amortization period of the asset is one year or

less.If the costs incurred in fulfilling a contract are not within the scope of standards related to inventories fixed assets or intangible

assets etc. the Company shall recognize the costs to fulfil a contract as an asset if all the following criteria are satisfied:

(i) The costs relate directly to a contract or to an anticipated contract including direct labor direct materials manufacturing overhead

cost (or similar cost) cost that are explicitly chargeable to the customer under the contract and other costs that are only related to the

contract;

(ii) The costs enhance resources of the Company that will be used in satisfying performance obligations in the future;

(iii) The costs are expected to be recovered.If the incremental cost incurred by the company to obtain the contract is expected to be recovered it shall be recognized as an

asset as the contract acquisition cost.The assets related to the contract cost shall be amortized on the same basis as the income from goods or services related to the

assets; however if the amortization period of the contract acquisition cost is less than one year the company shall include it in the

current profit and loss when it occurs.If the book value of the assets related to the contract cost is higher than the difference between the following two items the

company will make provision for impairment for the excess part and recognize it as the loss of asset impairment and further consider

whether the estimated liabilities related to the loss contract should be made:

(i) The residual consideration expected to be obtained due to the transfer of goods or services related to the asset;

(ii) The estimated cost to be incurred for the transfer of the relevant goods or services.If the above provision for impairment of assets is subsequently reversed the book value of the asset after reversal shall not

exceed the book value of the asset on the reversal date without provision for impairment.The contract performance cost recognized as an asset with an amortization period of no more than one year or one normal

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business cycle at the time of initial recognition shall be listed in the "inventory" item and the amortization period of no more than

one year or one normal business cycle at the time of initial recognition shall be listed in the "other non-current assets" item.The contract acquisition cost recognized as an asset shall be listed in the item of "other current assets" when the amortization

period does not exceed one year or one normal business cycle at the time of initial recognition and listed in the item of "other non

current assets" when the amortization period exceeds one year or one normal business cycle at the time of initial recognition.

3.15 Non-current assets or disposal groups as held for sale

(a) Classification of non-current assets (or disposal groups) as held for sale

The Company classifies a non-current asset (or disposal group) as held for sale if the following requirements are met simultaneously:

(i) The asset or disposal group must be available for immediate sale in its present condition subject only to the terms that are usual

and customary for sales of such assets (or disposal groups).(ii) Its sale must be highly probable i.e the Company must be committed to a plan to sell the asset (or disposal group) and obtain

definite purchase commitment and the sale is expected to complete within one year. If the relevant regulations require the approval

from the relevant power organisations or supervision departments of the Company before they can be sold the approval has been

obtained.When the Company acquires a non-current asset (or disposal group) exclusively with a view to its subsequent disposal it shall

classify the non-current asset (or disposal group) as held for sale at the acquisition date only if the one-year requirement is met and it

is highly probable that any other criteria that are not met at that date will be met within a short period following the acquisition

(usually within three months).The Company that is committed to dispose its equity investment in a subsidiary which will lead to its loss of control of the subsidiary

shall classify the investment as held for sale in the separate financial statements of the Company and classify all the assets and

liabilities of that subsidiary as held for sale in the consolidated financial statements of the group when the above criteria are met

regardless of whether the Company will remain part of equity investment in the subsidiary.(b) Measurement of non-current assets (or disposal groups) held for sale

The principal of measurement of non-current assets (or disposal groups) held for sale does not apply to the following assets:

investment properties that are measured in accordance with the fair value model biological assets that are measured at fair value less

costs to sell assets arising from employee benefits deferred tax assets financial assets within the scope of relevant accounting

standards related to financial instruments and contractual rights under insurance contracts as defined in accounting standards related

to insurance contracts.When the non-current assets (or disposal groups) as held for sale are initially measured or subsequently measured at balance sheet

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date if the carrying amount of the asset (or disposal group) is higher than the fair value less cost to sell it shall be written-down to its

fair value less cost to sell and the difference shall be recognized as impairment loss into current profit or loss and provision for asset

impairment shall be recognized simultaneously. At subsequent reporting date if there is any increase in fair value less costs to sell of

a non-current asset (or disposal group) the impairment loss recognized in previously shall be reversed to the extent of impairment

loss recognized after the asset has been classified as held-for-sale and included in profit or loss. An impairment loss recognized for

goodwill shall not be reversed in a subsequent period.When the assets (or disposal groups) ceases to be classified as held for sale or the non-current assets are removed from disposal

groups since the criteria for held for sale are no longer met the assets shall be measured at the lower of:

(i) Its carrying amount before the asset (or disposal group) was classified as held for sale adjusted for any depreciation amortization

or revaluations that would have been recognized had the asset (or disposal group) not been classified as held for sale and

(ii) Its recoverable amount

(c) Presentation

An entity shall present a non-current asset classified as held for sale and the assets of a disposal group classified as held for sale

separately from other assets in the statement of financial position. The liabilities of a disposal group classified as held for sale shall

be presented separately from other liabilities in the statement of financial position. Those assets and liabilities shall not be offset and

presented as a single amount.

3.16 Long-term Equity Investments

Long-term equity investments refer to equity investments where an investor has control of or

significant influence over an investee as well as equity investments in joint ventures. Associates of

the Company are those entities over which the Company has significant influence.(a) Determination basis of joint control or significant influence over the investee

Joint control is the relevant agreed sharing of control over an arrangement and the arranged relevant activity must be decided under

unanimous consent of the parties sharing control. In assessing whether the Company has joint control of an arrangement the

Company shall assess first whether all the parties or a group of the parties control the arrangement. When all the parties or a group

of the parties considered collectively are able to direct the activities of the arrangement the parties control the arrangement

collectively. Then the Company shall assess whether decisions about the relevant activities require the unanimous consent of the

parties that collectively control the arrangement. If two or more groups of the parties could control the arrangement collectively it

shall not be assessed as have joint control of the arrangement. When assessing the joint control the protective rights are not

considered.

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Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or

joint control of those policies. In determination of significant influence over an investee the Company should consider not only the

existing voting rights directly or indirectly held but also the effect of potential voting rights held by the Company and other entities

that could be currently exercised or converted including the effect of share warrants share options and convertible corporate bonds

that issued by the investee and could be converted in current period.If the Company holds directly or indirectly 20% or more but less than 50% of the voting power of the investee it is presumed that

the Company has significant influence of the investee unless it can be clearly demonstrated that in such circumstance the Company

cannot participate in the decision-making in the production and operating of the investee.(b) Determination of initial investment cost

(i) Long-term equity investments generated in business combinations

For a business combination involving enterprises under common control if the Company makes payment in cash transfers non-cash

assets or bears liabilities as the consideration for the business combination the share of carrying amount of the owners’equity of the

acquiree in the consolidated financial statements of the ultimate controlling party is recognized as the initial cost of the long-term

equity investment on the combination date. The difference between the initial investment cost and the carrying amount of cash paid

non-cash assets transferred and liabilities assumed shall be adjusted against the capital reserve; if capital reserve is not enough to be

offset undistributed profit shall be offset in turn.For a business combination involving enterprises under common control if the Company issues equity securities as the consideration

for the business combination the share of carrying amount of the owners’ equity of the acquiree in the consolidated financial

statements of the ultimate controlling party is recognized as the initial cost of the long-term equity investment on the combination

date. The total par value of the shares issued is recognized as the share capital. The difference between the initial investment cost and

the carrying amount of the total par value of the shares issued shall be adjusted against the capital reserve; if capital reserve is not

enough to be offset undistributed profit shall be offset in turn.For business combination not under common control the assets paid liabilities incurred or assumed and the fair value of equity

securities issued to obtain the control of the acquiree at the acquisition date shall be determined as the cost of the business

combination and recognized as the initial cost of the long-term equity investment. The audit legal valuation and advisory fees other

intermediary fees and other relevant general administrative costs incurred for the business combination shall be recognized in profit

or loss as incurred.(ii) Long-term equity investments acquired not through the business combination the investment cost shall be determined based on

the following requirements:

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For long-term equity investments acquired by payments in cash the initial cost is the actually paid purchase cost including the

expenses taxes and other necessary expenditures directly related to the acquisition of long-term equity investments.For long-term equity investments acquired through issuance of equity securities the initial cost is the fair value of the issued equity

securities.For the long-term equity investments obtained through exchange of non-monetary assets if the exchange has commercial substance

and the fair values of assets traded out and traded in can be measured reliably the initial cost of long-term equity investment traded in

with non-monetary assets are determined based on the fair values of the assets traded out together with relevant taxes. Difference

between fair value and book value of the assets traded out is recorded in current profit or loss. If the exchange of non-monetary assets

does not meet the above criterion the book value of the assets traded out and relevant taxes are recognized as the initial investment

cost.For long-term equity investment acquired through debt restructuring the book value is determined based on the fair value of waived

debts and the taxes and other costs directly attributable to the assets. Difference between fair value and carrying amount of waived

debts shall be recorded in current profit or loss.(c) Subsequent measurement and recognition of profit or loss

Long-term equity investment to an entity over which the Company has ability of control shall be accounted for at cost method.Long-term equity investment to a joint venture or an associate shall be accounted for at equity method.(i) Cost method

For Long-term equity investment at cost method cost of the long-term equity investment shall be adjusted when additional amount is

invested or a part of it is withdrawn. The Company recognizes its share of cash dividends or profits which have been declared to

distribute by the investee as current investment income.(ii) Equity method

If the initial cost of the investment is in excess of the share of the fair value of the net identifiable assets in the investee at the date of

investment the difference shall not be adjusted to the initial cost of long-term equity investment; if the initial cost of the investment

is in short of the share of the fair value of the net identifiable assets in the investee at the date investment the difference shall be

included in the current profit or loss and the initial cost of the long-term equity investment shall be adjusted accordingly.The Company recognizes the share of the investee’s net profits or losses as well as its share of the investee’s other comprehensive

income as investment income or losses and other comprehensive income respectively and adjusts the carrying amount of the

investment accordingly. The carrying amount of the investment shall be reduced by the share of any profit or cash dividends declared

to distribute by the investee. The investor’s share of the investee’s owners’ equity changes other than those arising from the

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investee’s net profit or loss other comprehensive income or profit distribution shall be recognized in the investor’s equity and the

carrying amount of the long-term equity investment shall be adjusted accordingly. The Company recognizes its share of the investee’

s net profits or losses after making appropriate adjustments of investee’ s net profit based on the fair values of the investee’ s

identifiable net assets at the investment date. If the accounting policy and accounting period adopted by the investee is not in

consistency with the Company the financial statements of the investee shall be adjusted according to the Company’s accounting

policies and accounting period based on which investment income or loss and other comprehensive income etc. shall be adjusted.The unrealized profits or losses resulting from inter-Company transactions between the Company and its associate or joint venture

are eliminated in proportion to the Company’s equity interest in the investee based on which investment income or losses shall be

recognized. Any losses resulting from inter-Company transactions between the investor and the investee which belong to asset

impairment shall be recognized in full.Where the Company obtains the power of joint control or significant influence but not control over the investee due to additional

investment or other reason the relevant long-term equity investment shall be accounted for by using the equity method initial cost of

which shall be the fair value of the original investment plus the additional investment. Where the original investment is classified as

available-for sale investment difference between its fair value and the carrying value in addition to the cumulative changes in fair

value previously recorded in other comprehensive income shall be recogised into current profit or loss using equity method.If the Company loses the joint control or significant influence of the investee for some reasons such as disposal of equity investment

the retained interest shall be measured at fair value and the difference between the carrying amount and the fair value at the date of

loss the joint control or significant influence shall be recognized in profit or loss. When the Company discontinues the use of the

equity method the Company shall account for all amounts previously recognized in other comprehensive income under equity

method in relation to that investment on the same basis as would have been required if the investee had directly disposed of the

related assets or liabilities.(d) Equity investment classified as held for sale

For an equity investment or a portion of an equity investment in an associate or a joint venture is classified as held for sale the

relevant accounting treatment please refer to Note 3.14.Any retained interest in the equity investment not classified as held for sale shall be accounted for using equity method.When an equity investment in an associate or a joint venture previously classified as held for sale no longer meets the criteria to be so

classified it shall be accounted for using the equity method retrospectively as from the date of its classification as held for sale.Financial statements for the periods since classification as held for sale shall be amended accordingly.

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(e) Impairment testing and provision for impairment loss

For investment in subsidiaries associates or a joint ventures provision for impairment loss please refer to Note 3.22.

3.17 Investment Properties

(a) Classification of investment properties

Investment properties are properties to earn rentals or for capital appreciation or both including:

(i)Land use right leased out

(ii)Land held for transfer upon appreciation

(iii)Buildings leased out

(b) The measurement model of investment property

The Company adopts the cost model for subsequent measurement of investment properties. For

provision for impairment please refer to Note 3.23.The Company calculates the depreciation or amortization based on the net amount of investment

property cost less the accumulated impairment and the net residual value using straight-line method.The estimated useful life and annual depreciation rates which are determined according to the

categories estimated economic useful lives and estimated net residual rates are listed as followings:

Estimated useful Annual depreciation rates

Category Residualrates (%)

life (year) (%)

Buildingsandconstructions 35-40 3 2.77-2.43

Land use right 50 — 2.00

3.18 Fixed Assets

Fixed assets refer to the tangible assets with higher unit price held for the purpose of producing

commodities rendering services renting or business management with useful lives exceeding one

year.(a) Recognition criteria of fixed assets

Fixed assets will only be recognized at the actual cost paid when obtaining as all the following

criteria are satisfied:

(i) It is probable that the economic benefits relating to the fixed assets will flow into the Company;

(ii) The costs of the fixed assets can be measured reliably.Subsequent expenditure for fixed assets shall be recorded in cost of fixed assets if recognition

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criteria of fixed assets are satisfied otherwise the expenditure shall be recorded in current profit or

loss when incurred.(b) Depreciation methods of fixed assets

The Company begins to depreciate the fixed asset from the next month after it is available for intended use using the

straight-line-method. The estimated useful life and annual depreciation rates which are determined according to the categories

estimated economic useful lives and estimated net residual rates of fixed assets are listed as followings:

Estimated Annual

Useful life

Categories Depreciation method residual value depreciation rate

(years)

proportion (%) (%)

Buildings and

Straight-line method 1035-40 0、3 2.43-2.7710.00

structures

Decoration fees for

Straight-line method 10 0 10.00

self-owned houses

Machinery Straight-line method 12 3 8.08

Transport facilities Straight-line method 7 3 13.86

Electronic equipment Straight-line method 5-7 3 13.86-19.40

Office and other

Straight-line method 7 3 13.86

equipment

For the fixed assets with impairment provided the impairment provision should be excluded from the cost when calculating

depreciation.At the end of reporting period the Company shall review the useful life estimated net residual value and depreciation method of the

fixed assets. Estimated useful life of the fixed assets shall be adjusted if it is changed compared to the original estimation.(c) Recognition criteria valuation and depreciation methods of fixed assets obtained through

a finance lease

If the entire risk and rewards related to the leased assets have been substantially transferred the

Company shall recognize the lease as a finance lease. The cost of the fixed assets obtained through

a finance lease is determined at the lower of the fair value of the leased assets and the present value

of the minimum lease payment on the date of the lease. The fixed assets obtained by a finance lease

are depreciated in the method which is consistent with the self-owned fixed assets of the Company.

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For fixed assets obtained through a finance lease if it is reasonably certain that the ownership of the

leased assets will be transferred to the lessee by the end of the lease term they shall be depreciated

over their remaining useful lives; otherwise the leased assets shall be depreciated over the shorter

of the lease terms or their remaining useful lives.

3.19 Construction in Progress

(a) Classification of construction in progress

Construction in progress is measured on an individual project basis.(b) Recognition criteria and timing of transfer from construction in progress to fixed assets

The initial book values of the fixed assets are stated at total expenditures incurred before they are

ready for their intended use including construction costs original price of machinery equipment

other necessary expenses incurred to bring the construction in progress to get ready for its intended

use and borrowing costs of the specific loan for the construction or the proportion of the general

loan used for the constructions incurred before they are ready for their intended use. The

construction in progress shall be transferred to fixed asset when the installation or construction is

ready for the intended use. For construction in progress that has been ready for their intended use

but relevant budgets for the completion of projects have not been completed the estimated values of

project budgets prices or actual costs should be included in the costs of relevant fixed assets and

depreciation should be provided according to relevant policies of the Company when the fixed

assets are ready for intended use. After the completion of budgets needed for the completion of

projects the estimated values should be substituted by actual costs but depreciation already

provided is not adjusted.

3.20 Borrowing Costs

(a) Recognition criteria and period for capitalization of borrowing costs

The Company shall capitalize the borrowing costs that are directly attributable to the acquisition

construction or production of qualifying assets when meet the following conditions:

(i) Expenditures for the asset are being incurred;

(ii) Borrowing costs are being incurred and;

(iii) Acquisition construction or production activities that are necessary to prepare the assets for

their intended use or sale are in progress.

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Other borrowing cost discounts or premiums on borrowings and exchange differences on foreign

currency borrowings shall be recognized into current profit or loss when incurred.Capitalization of borrowing costs is suspended during periods in which the acquisition construction

or production of a qualifying asset is interrupted abnormally and the interruption is for a continuous

period of more than 3 months.Capitalization of such borrowing costs ceases when the qualifying assets being acquired

constructed or produced become ready for their intended use or sale. The expenditure incurred

subsequently shall be recognized as expenses when incurred.(b) Capitalization rate and measurement of capitalized amounts of borrowing costs

When funds are borrowed specifically for purchase construction or manufacturing of assets eligible

for capitalization the Company shall determine the amount of borrowing costs eligible for

capitalization as the actual borrowing costs incurred on that borrowing during the period less any

interest income on bank deposit or investment income on the temporary investment of those

borrowings.Where funds allocated for purchase construction or manufacturing of assets eligible for

capitalization are part of a general borrowing the eligible amounts are determined by the

weighted-average of the cumulative capital expenditures in excess of the specific borrowing

multiplied by the general borrowing capitalization rate. The capitalization rate will be the weighted

average of the borrowing costs applicable to the general borrowing.

3.21 Impairment of Long-TermAssets

Impairment loss of long-term equity investment in subsidiaries associates and joint ventures

investment properties fixed assets and constructions in progress subsequently measured at cost

productive biological assets intangible assets goodwill the rights and interests of proved mining

areas of petroleum and natural gas and wells and other relevant facilities measured at cost

(excluding inventories investment properties measured at fair value deferred tax assets financial

assets) shall be determined according to following method:

The Company shall assess at the end of each reporting period whether there is any indication that an

asset may be impaired. If any such indication exists the Company shall estimate the recoverable

amount of the asset and test for impairment. Irrespective of whether there is any indication of

impairment the Company shall test for impairment of goodwill acquired in a business combination

intangible assets with an indefinite useful life or intangible assets not yet available for use annually.

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The recoverable amounts of the long-term assets are the higher of their fair values less costs to

dispose and the present values of the estimated future cash flows of the long-term assets. The

Company estimate the recoverable amounts on an individual basis. If it is difficult to estimate the

recoverable amount of the individual asset the Company estimates the recoverable amount of the

groups of assets that the individual asset belongs to. Identification of an group of asset is based on

whether the cash inflows from it are largely independent of the cash inflows from other assets or

groups of assets.If and only if the recoverable amount of an asset or a group of assets is less than its carrying

amount the carrying amount of the asset shall be reduced to its recoverable amount and the

provision for impairment loss shall be recognized accordingly.For the purpose of impairment testing goodwill acquired in a business combination shall from the

acquisition date be allocated to relevant group of assets based on reasonable method; if it is

difficult to allocate to relevant group of assets good will shall be allocated to relevant combination

of asset groups. The relevant group of assets or combination of asset groups is a group of assets or

combination of asset groups that is benefit from the synergies of the business combination and is

not larger than the reporting segment determined by the Company.When test for impairment if there is an indication that relevant group of assets or combination of

asset groups may be impaired impairment testing for group of assets or combination of asset groups

excluding goodwill shall be conducted first and calculate the recoverable amount and recognize the

impairment loss. Then the group of assets or combination of asset groups including goodwill shall

be tested for impairment by comparing the carrying amount with its recoverable amount. If the

recoverable amount is less than the carrying amount the Company shall recognize the impairment

loss.The mentioned impairment loss will not be reversed in subsequent accounting period once it had

been recognized.

3.22 Intangible Assets

(a) Measurement method of intangible assets

Intangible assets are recognized at actual cost at acquisition.(b) The useful life and amortization of intangible assets

(i) The estimated useful lives of the intangible assets with finite useful lives are as follows:

Category Estimated useful life Basis

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Land use right 50 years Legal life

The service life is determined by

Software 5 years reference to the period that can bring

economic benefits to the Company

The service life is determined by

Royalties 10 years reference to the period that can bring

economic benefits to the Company

For intangible assets with finite useful life the estimated useful life and amortization method are

reviewed annually at the end of each reporting period and adjusted when necessary. No change

incurs in current year in the estimated useful life and amortization method upon review.(ii) Assets of which the period to bring economic benefits to the Company are unforeseeable are

regarded as intangible assets with indefinite useful lives. The Company reassesses the useful lives

of those assets at every year end. If the useful lives of those assets are still indefinite impairment

test should be performed on those assets at the balance sheet date.(iii) Amortization of the intangible assets

For intangible assets with finite useful lives their useful lives should be determined upon their

acquisition and systematically amortized on a straight-line basis [units of production method] over

the useful life. The amortization amount shall be recognized into current profit or loss according to

the beneficial items. The amount to be amortized is cost deducting residual value. For intangible

assets which has impaired the cumulative impairment provision shall be deducted as well. The

residual value of an intangible asset with a finite useful life shall be assumed to be zero unless: there

is a commitment by a third party to purchase the asset at the end of its useful life; or there is an

active market for the asset and residual value can be determined by reference to that market; and it

is probable that such a market will exist at the end of the asset’s useful life.Intangible assets with indefinite useful lives shall not be amortized. The Company reassesses the

useful lives of those assets at every year end. If there is evidence to indicate that the useful lives of

those assets become finite the useful lives shall be estimated and the intangible assets shall be

amortized systematically and reasonably within the estimated useful lives.

3.23 Long-term Deferred Expenses

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Long-term deferred expenses are various expenses already incurred which shall be amortized over current and subsequent periods

with the amortization period exceeding one year.Long-term deferred expenses are evenly amortized within its beneficiary period or stipulated period.

3.24 Employee Benefits

Employee benefits refer to all forms of consideration or compensation given by the Company in

exchange for service rendered by employees or for the termination of employment relationship.Employee benefits include short-term employee benefits post-employment benefits termination

benefits and other long-term employee benefits. Benefits provided to an employee's spouse

children dependents family members of decreased employees or other beneficiaries are also

employee benefits.According to liquidity employee benefits are presented in the statement of financial position as

“Employee benefits payable” and “Long-term employee benefits payable”.(a) Short-term employee benefits

(i) Employee basic salary (salary bonus allowance subsidy)

The Company recognizes in the accounting period in which an employee provides service actually occurred short-term employee

benefits as a liability with a corresponding charge to current profit except for those recognized as capital expenditure based on the

requirement of accounting standards.(ii) Employee welfare

The Company shall recognize the employee welfare based on actual amount when incurred into current profit or loss or related

capital expenditure. Employee welfare shall be measured at fair value as it is a non-monetary benefits.(iii) Social insurance such as medical insurance work injury insurance and maternity insurance housing funds labor union fund and

employee education fund

Payments made by the Company of social insurance for employees such as medical insurance

work injury insurance and maternity insurance payments of housing funds and labor union fund

and employee education fund accrued in accordance with relevant requirements in the accounting

period in which employees provide services is calculated according to required accrual bases and

accrual ratio in determining the amount of employee benefits and the related liabilities which shall

be recognized in current profit or loss or the cost of relevant asset.(iv) Short-term paid absences

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The Company shall recognize the related employee benefits arising from accumulating paid

absences when the employees render service that increases their entitlement to future paid absences.The additional payable amounts shall be measured at the expected additional payments as a result of

the unused entitlement that has accumulated. The Company shall recognize relevant employee

benefit of non-accumulating paid absences when the absences actually occurred.(v)Short-term

profit-sharing plan

The Company shall recognize the related employee benefits payable under a profit-sharing plan

when all of the following conditions are satisfied:

(i) The Company has a present legal or constructive obligation to make such payments as a result of past events; and

(ii) A reliable estimate of the amounts of employee benefits obligation arising from the profit- sharing plan can be made.(b) Post-employment benefits

(i) Defined contribution plans

The Company shall recognize in the accounting period in which an employee provides service the contribution payable to a defined

contribution plan as a liability with a corresponding charge to the current profit or loss or the cost of a relevant asset.When contributions to a defined contribution plan are not expected to be settled wholly before twelve months after the end of the

annual reporting period in which the employees render the related service they shall be discounted using relevant discount rate

(market yields at the end of the reporting period on high quality corporate bonds in active market or government bonds with the

currency and term which shall be consistent with the currency and estimated term of the defined contribution obligations) to measure

employee benefits payable.(ii) Defined benefit plan

A.The present value of defined benefit obligation and current service costs

Based on the expected accumulative welfare unit method the Company shall make estimates about demographic variables and

financial variables in adopting the unbiased and consistent actuarial assumptions and measure defined benefit obligation and

determine the obligation period. The Company shall discount the obligation arising from defined benefit plan using relevant discount

rate (market yields at the end of the reporting period on high quality corporate bonds in active market or government bonds with the

currency and term which shall be consistent with the currency and estimated term of the defined benefit obligations) in order to

determine the present value of the defined benefit obligation and the current service cost.B.The net defined benefit liability or asset

The net defined benefit liability (asset) is the deficit or surplus recognized as the present value of the defined benefit obligation less

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the fair value of plan assets (if any).When the Company has a surplus in a defined benefit plan it shall measure the net defined benefit asset at the lower of the surplus in

the defined benefit plan and the asset ceiling.C.The amount recognized in the cost of asset or current profit or loss

Service cost comprises current service cost past service cost and any gain or loss on settlement. Other service cost shall be

recognized in profit or loss unless accounting standards require or allow the inclusion of current service cost within the cost of assets.Net interest on the net defined benefit liability (asset) comprising interest income on plan assets interest cost on the defined benefit

obligation and interest on the effect of the asset ceiling shall be included in profit or loss.D.The amount recognized in other comprehensive income

Changes in the net liability or asset of the defined benefit plan resulting from the remeasurements including:

* Actuarial gains and losses the changes in the present value of the defined benefit obligation resulting from experience

adjustments or the effects of changes in actuarial assumptions;

* Return on plan assets excluding amounts included in net interest on the net defined benefit liability or asset;

* Any change in the effect of the asset ceiling excluding amounts included in net interest on the net defined benefit liability

(asset).Remeasurements of the net defined benefit liability (asset) recognized in other comprehensive income shall not be reclassified to

profit or loss in a subsequent period. However the Company may transfer those amounts recognized in other comprehensive income

within equity.(c) Termination benefits

The Company providing termination benefits to employees shall recognize an employee benefits liability for termination benefits

with a corresponding charge to the profit or loss of the reporting period at the earlier of the following dates:

(i) When the Company cannot unilaterally withdraw the offer of termination benefits because of an employment termination plan

or a curtailment proposal.(ii) When the Company recognizes costs or expenses related to a restructuring that involves the payment of termination benefits.If the termination benefits are not expected to be settled wholly before twelve months after the end of the annual reporting period the

Company shall discount the termination benefits using relevant discount rate (market yields at the end of the reporting period on high

quality corporate bonds in active market or government bonds with the currency and term which shall be consistent with the currency

and estimated term of the defined benefit obligations) to measure the employee benefits.

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(d) Other long-term employee benefits

(i) Meet the conditions of the defined contribution plan

When other long-term employee benefits provided by the Company to the employees satisfies the conditions for classifying as a

defined contribution plan all those benefits payable shall be accounted for as employee benefits payable at their discounted value.(ii) Meet the conditions of the defined benefit plan

At the end of the reporting period the Company recognized the cost of employee benefit from other long-term employee benefits as

the following components:

* Service costs;

* Net interest cost for net liability or asset of other long-term employee benefits

* Changes resulting from the remeasurements of the net liability or asset of other long-term employee benefits

In order to simplify the accounting treatment the net amount of above items shall be recognized in profit or loss or relevant cost of

assets.

3.25 Estimated Liabilities

(a) Recognition criteria of estimated liabilities

The Company recognizes the estimated liabilities when obligations related to contingencies satisfy all the following conditions:

(i) That obligation is a current obligation of the Company;

(ii) It is likely to cause any economic benefit to flow out of the Company as a result of performance of the obligation; and

(iii) The amount of the obligation can be measured reliably.(b) Measurement method of estimated liabilities

The estimated liabilities of the Company are initially measured at the best estimate of expenses required for the performance of

relevant present obligations. The Company when determining the best estimate has had a comprehensive consideration of risks with

respect to contingencies uncertainties and the time value of money. The carrying amount of the estimated liabilities shall be reviewed

at the end of every reporting period. If conclusive evidences indicate that the carrying amount fails to be the best estimate of the

estimated liabilities the carrying amount shall be adjusted based on the updated best estimate.

3.26 Revenue

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(a)Revenue recognition principles

At contract inception the Company shall assess the contracts and shall identify each performance

obligation in the contracts and determine whether the performance obligation should be satisfied

over time or at a point in time.The Company satisfies a performance obligation over time if one of the following criteria is met

otherwise the performance obligation is satisfied at a point in time:

(1) the customer simultaneously receives and consumes the economic benefits provided by the

Company’s performance as the Company performs;

(2) the customer can control goods as they are created by the Company’s performance;

(3) goods created during the Company’s performance have irreplaceable uses and the Company

has an enforceable right to receive the payments for performance completed to date during the

whole contract period.For each performance obligation satisfied over time the Company shall recognize revenue over

time by measuring the progress towards complete satisfaction of that performance obligation. In the

circumstance that the progress cannot be measured reasonably but the costs incurred in satisfying

the performance obligation are expected to be recovered the Company shall recognize revenue only

to the extent of the costs incurred until it can reasonably measure the progress. For each

performance obligation satisfied at a point in time the Company shall recognize revenue at the time

point that the client obtains control of relevant goods or services. To determine whether the

customer has obtained control of goods the Company shall consider the following indications:

(1) the Company has a present right to payment for the goods i.e. the customer is presently obliged

to pay for the goods;

(2) the Company has transferred the legal title of the goods to the customer i.e. the customer has

legal title to the goods;

(3) the Company has transferred physical possession of the goods to the client i.e. the customer has

physically possessed the goods;

(4) the Company has transferred significant risks and rewards of ownership of the goods to the

client i.e. the customer has obtained significant risks and rewards of ownership of the goods;

(5) the customer has accepted the goods;

164深圳市特力(集团)股份有限公司2021年年度报告全文

(6) other evidence indicating the customer has obtained control over the goods.

Sales return clause

For the sales with return clauses when the customer obtains the control right of the relevant goods

the company shall recognize the revenue according to the amount of consideration it is entitled to

obtain due to the transfer of the goods to the customer and recognize the amount expected to be

returned due to the sales return as the estimated liability; at the same time the company shall deduct

the estimated cost of recovering the goods according to the book value of the expected returned

goods at the time of transfer. The balance after deducting the value of the returned goods is

recognized as an asset that is the cost of return receivable which is carried forward by deducting

the net cost of the above assets according to the book value of the transferred goods at the time of

transfer. On each balance sheet date the Company re estimates the return of future sales and re

measures the above assets and liabilities.Warranty obligations

According to the contract and legal provisions the company provides quality assurance for the

goods sold and the projects constructed. For the guarantee quality assurance to ensure that the goods

sold meet the established standards the company conducts accounting treatment in accordance with

the “Accounting Standards for Business Enterprises No. 13 – Contingencies”. For the service

quality assurance which provides a separate service in addition to guaranteeing that the goods sold

meet the established standards the company takes it as a single performance obligation allocates

part of the transaction price to the service quality assurance according to the relative proportion of

the separate selling price of the goods and service quality assurance and recognizes the revenue

when the customer obtains the service control right. When evaluating whether the quality assurance

provides a separate service in addition to assuring customers that the goods sold meet the

established standards the company considers whether the quality assurance is a statutory

requirement the quality assurance period and the nature of the company's commitment to perform

the task.Principal responsible person and agent

The company has the right to determine the price of the traded goods after obtaining the control

right of the trading goods from the third party and then transferring it to the customer that is the

company can control the goods before transferring the trading goods to the customer. Therefore the

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company is the main responsible person and recognizes the income according to the total

consideration received or receivable. Otherwise the company as the agent shall recognize the

income according to the amount of commission or service charge that it is expected to be entitled to

receive which shall be determined according to the net amount of the total consideration received

or receivable after deducting the price payable to other relevant parties or according to the

established Commission amount or proportion.Customer consideration payable

If there is consideration payable to the customer in the contract unless the consideration is to obtain

other clearly distinguishable goods or services from the customer the company will offset the

transaction price with the consideration payable and offset the current income at the later time of

confirming the relevant income or paying (or promising to pay) the customer's consideration.Contractual rights not exercised by customers

If the company advances sales of goods or services to customers the amount shall be recognized as

liabilities first and then converted into income when relevant performance obligations are fulfilled.When the company does not need to return the advance payment and the customer may give up all

or part of the contract rights if the company expects to have the right to obtain the amount related

to the contract rights given up by the customer the above amount shall be recognized as income in

proportion according to the mode of the customer exercising the contract rights; otherwise the

company only has the very low possibility of the customer requiring to perform the remaining

performance obligations The relevant balance of the above liabilities is converted into income.(b) Revenue recognition method adopted by the Company

(i) Goods sales contract

The sales contract between the company and the customer includes the performance obligation of transferring the goods which

belongs to the performance obligation at a certain time point.The recognition of automobile sales revenue and jewelry wholesale revenue shall meet the following conditions: the company has

delivered the goods to the customer according to the contract the customer has accepted the goods the payment for goods has been

collected or the receipt has been obtained and the relevant economic benefits are likely to flow in the main risks and rewards of the

ownership of the goods have been transferred and the legal ownership of the goods has been transferred.

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(ii) Auto maintenance and testing contract

The performance obligations included in the automobile maintenance and testing contract between the company and its customers

belong to the performance obligations at a certain time point.The following conditions shall be met for the recognition of automobile maintenance and testing Revenue: the company has

completed automobile maintenance and testing services according to the contract settled all materials and working hours expenses

with customers and allowed customers' vehicles to leave the company's maintenance plant.(iii) Service contract

The service contract between the company and the customer includes the performance obligation of the service related to the rental

real estate. As the company's performance at the same time the customer obtains and consumes the economic benefits brought by the

company's performance the company takes it as the performance obligation within a certain period of time and allocates it equally

during the service provision period.(iv) Real estate lease contract

Please refer to Note 3.29 LEASES for the revenue recognition method for real estate lease contract.

3.27 Government Grants

(a) Recognition of government grants

A government grant shall not be recgonised until there is reasonable assurance that:

(i) The Company will comply with the conditions attaching to them; and

(ii) The grants will be received.(b) Measurement of government grants

Monetary grants from the government shall be measured at amount received or receivable and non-monetary grants from the

government shall be measured at their fair value or at a nominal value of CNY 1.00 when reliable fair value is not available.(c) Accounting for government grants

(i) Government grants related to assets

Government grants pertinent to assets mean the government grants that are obtained by the Company used for purchase or

construction or forming the long-term assets by other ways. Government grants pertinent to assets shall be recognized as deferred

income and should be recognized in profit or loss on a systematic basis over the useful lives of the relevant assets. Grants measured

at their nominal value shall be directly recognized in profit or loss of the period when the grants are received. When the relevant

assets are sold transferred written off or damaged before the assets are terminated the remaining deferred income shall be

167深圳市特力(集团)股份有限公司2021年年度报告全文

transferred into profit or loss of the period of disposing relevant assets.(ii) Government grants related to income

Government grants other than related to assets are classified as government grants related to income. Government grants related to

income are accounted for in accordance with the following principles:

If the government grants related to income are used to compensate the enterprise’s relevant expenses or losses in future periods such

government grants shall be recognized as deferred income and included into profit or loss (or write down related expenses) in the

same period as the relevant expenses or losses are recognized;

If the government grants related to income are used to compensate the enterprise’ s relevant expenses or losses incurred such

government grants are directly recognized into current profit or loss (or write down related expenses).For government grants comprised of part related to assets as well as part related to income each part is accounted for separately; if it

is difficult to identify different part the government grants are accounted for as government grants related to income as a whole.Government grants related to daily operation activities are recognized in other income (or write down related expenses) in

accordance with the nature of the activities and government grants irrelevant to daily operation activities are recognized in

non-operating income.(iii) Repayment of the government grants

Repayment of the government grants shall be recorded by increasing the carrying amount of the asset if the book value of the asset

has been written down or reducing the balance of relevant deferred income if deferred income balance exists any excess will be

recognized into current profit or loss; or directly recognized into current profit or loss for other circumstances.

3.28 Deferred Tax Assets and Deferred Tax Liabilities

Temporary differences are differences between the carrying amount of an asset or liability in the

statement of financial position and its tax base at the balance sheet date. The Company recognize

and measure the effect of taxable temporary differences and deductible temporary differences on

income tax as deferred tax liabilities or deferred tax assets using liability method. Deferred tax

assets and deferred tax liabilities shall not be discounted.(a) Recognition of deferred tax assets

Deferred tax assets should be recognized for deductible temporary differences the carryforward of unused tax losses and the

carryforward of unused tax credits to the extent that it is probable that taxable profit will be available against which the deductible

temporary differences the carryforward of unused tax losses and the carryforward of unused tax credits can be utilised at the tax rates

that are expected to apply to the period when the asset is realised unless the deferred tax asset arises from the initial recognition of an

168深圳市特力(集团)股份有限公司2021年年度报告全文

asset or liability in a transaction that:

(i) Is not a business combination; and

(ii) At the time of the transaction affects neither accounting profit nor taxable profit (tax loss)

The Company shall recognize a deferred tax asset for all deductible temporary differences arising from investments in subsidiaries

associates and joint ventures only to the extent that it is probable that:

(i) The temporary difference will reverse in the foreseeable future; and

(ii) Taxable profit will be available against which the deductible temporary difference can be utilised.At the end of each reporting period if there is sufficient evidence that it is probable that taxable profit will be available against which

the deductible temporary difference can be utilized the Company recognizes a previously unrecognized deferred tax asset.The carrying amount of a deferred tax asset shall be reviewed at the end of each reporting period. The Company shall reduce the

carrying amount of a deferred tax asset to the extent that it is no longer probable that sufficient taxable profit will be available to

allow the benefit of part or all of that deferred tax asset to be utilised. Any such reduction shall be reversed to the extent that it

becomes probable that sufficient taxable profit will be available.(b) Recognition of deferred tax liabilities

A deferred tax liability shall be recognized for all taxable temporary differences at the tax rate that are expected to apply to the period

when the liability is settled.(i) No deferred tax liability shall be recognized for taxable temporary differences arising from:

* The initial recognition of goodwill; or

* The initial recognition of an asset or liability in a transaction which: is not a business combination; and at the time of the

transaction affects neither accounting profit nor taxable profit (tax loss)

(ii) An entity shall recognize a deferred tax liability for all taxable temporary differences associated with investments in subsidiaries

associates and joint ventures except to the extent that both of the following conditions are satisfied:

* The Company is able to control the timing of the reversal of the temporary difference; and

* It is probable that the temporary difference will not reverse in the foreseeable future.(c) Recognition of deferred tax liabilities or assets involved in special transactions or events

(i) Deferred tax liabilities or assets related to business combination

For the taxable temporary difference or deductible temporary difference arising from a business combination not under common

control a deferred tax liability or a deferred tax asset shall be recognized and simultaneously goodwill recognized in the business

169深圳市特力(集团)股份有限公司2021年年度报告全文

combination shall be adjusted based on relevant deferred tax expense (income).(ii) Items directly recognized in equity

Current tax and deferred tax related to items that are recognized directly in equity shall be recognized in equity. Such items include:

other comprehensive income generated from fair value fluctuation of available for sale investments; an adjustment to the opening

balance of retained earnings resulting from either a change in accounting policy that is applied retrospectively or the correction of a

prior period (significant) error; amounts arising on initial recognition of the equity component of a compound financial instrument

that contains both liability and equity component.(iii) Unused tax losses and unused tax credits

A. Unused tax losses and unused tax credits generated from daily operation of the Company itself

Deductible loss refers to the loss calculated and permitted according to the requirement of tax law that can be offset against taxable

income in future periods. The criteria for recognizing deferred tax assets arising from the carryforward of unused tax losses and tax

credits are the same as the criteria for recognizing deferred tax assets arising from deductible temporary differences. The Company

recognizes a deferred tax asset arising from unused tax losses or tax credits only to the extent that there is convincing other evidence

that sufficient taxable profit will be available against which the unused tax losses or unused tax credits can be utilized by the

Company. Income taxes in current profit or loss shall be deducted as well.B. Unused tax losses and unused tax credits arising from a business combination

Under a business combination the acquiree’s deductible temporary differences which do not satisfy the criteria at the acquisition

date for recognition of deferred tax asset shall not be recognized. Within 12 months after the acquisition date if new information

regarding the facts and circumstances exists at the acquisition date and the economic benefit of the acquiree’s deductible temporary

differences at the acquisition is expected to be realized the Company shall recognize acquired deferred tax benefits and reduce the

carrying amount of any goodwill related to this acquisition. If goodwill is reduced to zero any remaining deferred tax benefits shall

be recognized in profit or loss. All other acquired deferred tax benefits realized shall be recognized in profit or loss.(iv) Temporary difference generated in consolidation elimination

When preparing consolidated financial statements if temporary difference between carrying value of the assets and liabilities in the

consolidated financial statements and their taxable bases is generated from elimination of inter-Company unrealized profit or loss

deferred tax assets or deferred tax liabilities shall be recognized in the consolidated financial statements and income taxes expense in

current profit or loss shall be adjusted as well except for deferred tax related to transactions or events recognized directly in equity

and business combination.(v) Share-based payment settled by equity

If tax authority permits tax deduction that relates to share-based payment during the period in which the expenses are recognized

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according to the accounting standards the Company estimates the tax base in accordance with available information at the end of the

accounting period and the temporary difference arising from it. Deferred tax shall be recognized when criteria of recognition are

satisfied. If the amount of estimated future tax deduction exceeds the amount of the cumulative expenses related to share-based

payment recognized according to the accounting standards the tax effect of the excess amount shall be recognized directly in equity.

3.29 Leases

Effective at 1 January 2021

1)Identifying a lease

At inception of a contract the Company shall assess whether the contract is or contains a lease. A contract is or contains a lease if

the contract conveys the right to control the use of one or more identified assets for a period of time in exchange for consideration. To

assess whether a contract conveys the right to control the use of an identified asset for a period of time the Company shall assess

whether throughout the period of use the customer has the right to obtain substantially all of the economic benefits from use of the

identified asset and to direct the use of the identified asset.

2)Identifying a separate lease component

When a contract includes more than one separate lease components the Company shall separate components of the contract and

account for each lease component separately. The right to use an underlying asset is a separate lease component if both conditions

have been satisfied: (i) the lessee can benefit from use of the underlying asset either on its own or together with other resources that

are readily available to the lessee; (ii) the underlying asset is neither highly dependent on nor highly interrelated with the other

underlying assets in the contract.

3)The Company as a lessee

At the commencement date the Company identifies the lease that has a lease term of 12 months or less and does not contain a

purchase option as a short-term lease. A lease qualifies as a lease of a low-value asset if the nature of the asset is such that when new

the asset is typically of low value. If the Company subleases an asset or expects to sublease an asset the head lease does not qualify

as a lease of a low-value asset.For short-term leases for which the underlying asset is of low value the Company shall recognize the lease payments associated with

those leases as cost of relevant asset or expenses in current profit or loss on a straight-line basis method over the lease term.Except for the election of simple treatment as short-term lease or lease of a low-value asset as mentioned above at the

commencement date the Company shall recognize a right-of-use asset and a lease liability.

3-1) Right-of-use asset

A right-of-use asset is an asset that represents a lessee’s right to use an underlying asset for the lease term.At the commencement date the Company shall initially measure the right-of-use asset at cost. The cost of the right-of-use asset shall

171深圳市特力(集团)股份有限公司2021年年度报告全文

comprise:

? The amount of the initial measurement of the lease liability.? Any lease payments made at or before the commencement date less any lease incentives received.? Any initial direct costs incurred by the lessee.? An estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset restoring the site

on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease. The

Company recognizes and measures the cost in accordance with the recognition criteria and measurement method for estimated

liabilities details please refer to Notes 3.25. Those costs incurred to produce inventories shall be included in the cost of

inventories.The right-of-use asset shall be depreciated according to the categories using straight‐line method (or units of production method

double declining balance method and sum of the years digit method). If it is reasonably certain that the ownership of the underlying

asset shall be transferred to the lessee by the end of the lease term the depreciation rate shall be determined based on the

classification of the right-of- use asset and estimated residual value rate from the commencement date to the end of the useful life of

the underlying asset. Otherwise the depreciation rate shall be determined based on the classification of the right-of-use asset from the

commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.

3-2) Lease liability

At the commencement date the lease liability shall be measured at the present value of the lease payments that are not paid at that

date. The lease payments included in the measurement of the lease liability comprise the following 5 items:

? Fixed payments and in-substance fixed payments less any lease incentives receivable.? Variable lease payments that depend on an index or a rate.? The exercise price of a purchase option if the lessee is reasonably certain to exercise that option.? Payments of penalties for terminating the lease if the lease term reflects the lessee exercising an option to terminate

the lease.? Amounts expected to be payable by the lessee under residual value guarantees.In order to calculate the present value of the lease payments interest rate implicit in the lease shall be used as the discount rate. If that

rate cannot be readily determined the Company shall use the incremental borrowing rate. The difference between the lease payments

and its present value shall be recognized as unrecognized financing charges calculated bases on the discount rate of the present value

of the lease payments in each period within the lease term and recorded as interest expense in current profit or loss. Variable lease

payments not included in the measurement of lease liabilities shall be recognized in current profit or loss when incurred.

172深圳市特力(集团)股份有限公司2021年年度报告全文

After the commencement date the Company shall remeasure the lease liability based on the revised present value of the lease

payments and adjust the carrying amount of the right-of-use asset if there is a change in the in-substance fixed payments or change

in the amounts expected to be payable under a residual value guarantee or change in an index or a rate used to determine lease

payments or change in the assessment or exercising of an option to purchase the underlying asset or an option to extend or terminate

the lease.

4)The Company as a lessor

At the commencement date the Company shall classify a lease as a finance lease if it transfers substantially all the risks and rewards

incidental to ownership of an underlying asset otherwise it shall be classified as an operating lease.

4-1) Operating leases

The Company shall recognize lease payments from operating leases as income on a straight-line basis / units of production method

(or other systematic and rational basis) over the term of the relevant lease and the initial direct costs incurred in obtaining an

operating lease shall be capitalized and recognized as an expense over the lease term on the same basis as the lease income. The

Company shall recognize the variable lease payments relating to the operating lease but not included in the measurement of the lease

receivables into current profit or loss when incurred.

4-2) Finance leases

At the commencement date the Company shall recognize the lease receivables at an account equal to the net investment in the lease

(the sum of the present value of the unguaranteed residual values and the lease payment that are not received at the commencement

date discounted at the interest rate implicit in the lease) and derecognize the asset relating to the finance lease. The Company shall

recognize interest income using the interest rate implicit in the lease over the lease term.The Company shall recognize the variable lease payments relating to the finance lease but not included in the measurement of the net

investment in the lease into current profit or loss when incurred.

5)Lease modifications

5-1) A lease modification accounted for as a separate lease

The Company shall account for a modification to a lease as a separate lease if both:

? the modification increases the scope of the lease by adding the right to use one or more underlying assets; and

? the consideration for the lease increases by an amount commensurate with the stand-alone price for the increase in

scope.

5-2) A lease modification not accounted for as a separate lease

173深圳市特力(集团)股份有限公司2021年年度报告全文

A. The Company as a lessee

At the effective date of the lease modification the Company shall redetermine the lease term of the modified lease and remeasure the

lease liability by discounting the revised lease payments using a revised discount rate. The revised discount rate is determined as the

interest rate implicit in the lease for the remainder of the lease term if that rate can be readily determined or the incremental

borrowing rate at the effective date of the modification if the interest rate implicit in the lease cannot be readily determined.The Company shall account for the remeasurement of the lease liability by:

? Decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease for

lease modifications that decrease the scope of the lease or shorten the lease term. The Company shall recognize in profit or loss

any gain or loss relating to the partial or full termination of the lease.? Making a corresponding adjustment to the carrying amount of the right-of-use asset for all other lease

modifications.B. The Company as a lessor

The Company shall account for a modification to an operating lease as a new lease from the effective date of the modification

considering any prepaid or accrued lease payments relating to the original lease as part of the lease payments for the new lease.For a modification to a finance lease that is not accounted for as a separate lease the Company shall account for the modification as

follows:

? If the lease would have been classified as an operating lease had the modification been in effect at the inception date

the Company shall account for the lease modification as a new lease from the effective date of the modification and measure

the carrying amount of the underlying asset as the net investment in the lease immediately before the effective date of the lease

modification;

? If the lease would have been classified as a finance lease had the modification been in effect at the inception date

the Company shall account for the lease modification according to the requirements in the modification or renegotiation of the

contract.

6) Sale and leaseback transaction

For the sale and leaseback transactions existing before the first execution date the company will not revaluate whether the asset

transfer meets the provisions of Note3.26 on accounting treatment as sales on the first execution date.

6-1) For the sale and leaseback transactions that should be accounted for as sales and financial leases before the first execution date

the company as the seller (lessee) will account for leaseback in the same way as other financial leases and continue to amortize

relevant deferred income or loss within the lease term.

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6-2) For the sale and leaseback transactions that are accounted for as sales and operating leases before the first execution date the

company as the seller (lessee) shall account for the leaseback in the same way as other operating leases and adjust the right to use

assets according to the relevant deferred income or loss recorded in the balance sheet before the first execution date.

3.30 Significant Accounting Policies and Accounting Estimates

Based on the historical experience and other factors including appropriate expectations of future events the Company

performed continuous assessment of important accounting estimates and key assumptions. The samples of important accounting

estimates and key assumptions that are likely to result in significant adjustment risk of the book value of assets and liabilities in the

next accounting year are as follows:

Classification of financial assets

The major judgments involved in determining the classification of financial assets include the analysis of business model and

contract cash flow characteristics.The Company determines the business model of managing financial assets at the level of financial portfolios. The factors

considered include the way to evaluate and report the performance of financial assets to key management personnel the risks

affecting the performance of financial assets and their management methods as well as the way for relevant business management

personnel to obtain remuneration etc.When evaluating whether the contract cash flow of financial assets is consistent with the basic loan arrangements the Company

has the following main judgments: whether the time distribution or amount of the principal may change in the duration due to

prepayment and other reasons; whether the interest only includes the time value of money credit risk other basic lending risks and

the consideration with cost and profit. For example does the amount of prepayment only reflect the outstanding principal and the

interest based on the outstanding principal as well as the reasonable compensation paid for the early termination of the contract.Measurement of expected credit loss of accounts receivable

The Company calculates the expected credit loss of accounts receivable through the default risk exposure of accounts receivable

and the expected credit loss rate and determines the expected credit loss rate based on the default probability and the default loss rate.In determining the expected credit loss rate the Company uses data including the internal historical credit loss experience and

adjusts the historical data according to the current situation and forward-looking information. When considering forward-looking

information the indicators used by the Company include the risk of economic downturn changes in external market environment

technical environment and customer situation etc. The Company regularly monitors and reviews the assumptions related to the

calculation of expected credit loss.Deferred tax assets

175深圳市特力(集团)股份有限公司2021年年度报告全文

To the extent that there is likely to be sufficient taxable profits to offset the losses deferred income

tax assets should be recognized for all unused tax losses. The management has to perform a lot of

judgment to estimate the time and amount of future taxable profits combined with tax planning

strategy to determine the amount of deferred income tax assets that should be recognized.Determination of fair value of unlisted equity investment

The fair value of unlisted equity investment is the estimated future cash flow discounted according

to the current discount rate of projects with similar terms and risk characteristics. This kind of

valuation requires the company to estimate the expected future cash flow and discount rate so it is

uncertain. In limited circumstances if the information used to determine the fair value is

insufficient or the distribution range of the possible estimated amount of the fair value is wide and

the cost represents the best estimate of the fair value within the range the cost can represent the

appropriate estimate of the fair value within the distribution range.

3.31 Changes in Significant Accounting Policies and Accounting Estimates

(a) Changes in accounting policesOn 7 December 2018 the Ministry of Finance released the “Accounting Standards for BusinessEnterprises No. 21 - Lease” (hereinafter referred as to the “new lease standard”). The Company

applied the new lease standard for the annual reporting period beginning on 1 January 2021 and

modified the accounting policies accordingly. For details please refer to Note 3.29.For a contract that has existed before the date of initially applying the new lease standard the

Company chooses not to re-assess whether this contract is or contains a lease.For a contract signed or modified after the date of initially applying the new lease standard the

Company assesses whether this contract is or contains a lease in accordance the definition of lease

in the new lease standard.

1) The Company as a lessee

The Company chooses to recognize the cumulative impact of initially applying this standard as an

adjustment to the opening balance of retained earnings and other related accounts of the financial

statements at the date of initial application (1 January 2021) not restating comparative information.? For leases previously classified as finance leases the carrying amount of the right-of-use asset

and the lease liability at the date of initial application shall be the carrying amount of the lease

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asset and finance lease payable immediately before that date measured applying previous

standard.? For leases previously classified as operating leases the Company measured that lease liability

at the present value of the remaining lease payments discounted using the lessee’s incremental

borrowing rate at the date of initial application and on a lease-by-lease basis measures that

right-of-use asset at an amount equal to the lease liability adjusted by the amount of any

prepaid or accrued lease payments relating to that lease recognized in the statement of financial

position immediately before the date of initial application. [or: measures that right-of-use asset

at its carrying amount as if the standard had been applied since the commencement date but

discounted using the lessee’s incremental borrowing rate at the date of initial application]

? The Company tests whether the right-of-use asset has been impaired and accounts for

the impairment loss according to Note 3.21 at the date of initial application.The Company accounts for the operating lease for which the underlying asset is of low value in a

simplified method in which no right-of-use asset and lease liability need to be recognized. In

addition the Company uses one or more of the following practical expedients for leases previously

classified as operating leases:

? Account for the leases for which the lease term ends within 12 months of the date of initial

application in the same way as short-term leases.? Apply a single discount rate to a portfolio of leases with reasonably similar characteristics

when measuring the lease liability.? Exclude initial direct costs from the measurement of the right-of-use asset.? Use hindsight in determining the lease term if the contract contains options to extend or

terminate the lease.? Rely on its assessment of whether leases are onerous applying “Accounting Standards forBusiness Enterprises No 13-Contingencies” immediately before the date of initial application

as an alternative to performing an impairment review and adjust the right-of-use asset at the

date of initial application by the amount of any provision for onerous leases recognized in the

statement of financial position immediately before the date of initial application.? Account for the lease based on the final contract term if the lease was modified before the date

of initial application.

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2)The Company as a lessor

The Company as the intermediate lessor reassesses subleases previously classified as operating

leases and are ongoing at the date of initial application to determine whether each sublease should

be classified as an operating lease or a finance lease at the date of initial application on the basis of

the remaining contractual terms and conditions of the head lease and sublease at that date. Except

for the above-mentioned situation the Company does not make any adjustments on transition for

leases in which it is a lessor and accounts for those leases applying this Standard from the date of

initial application.

3)Sale and leaseback transaction

For the sale and leaseback transactions existing before the first execution date the company will not

revaluate whether the asset transfer meets the provisions of Note3.26 on accounting treatment as

sales on the first execution date.For the sale and leaseback transactions that should be accounted for as sales and financial leases

before the first execution date the company as the seller (lessee) will account for leaseback in the

same way as other financial leases and continue to amortize relevant deferred income or loss within

the lease term.For the sale and leaseback transactions that are accounted for as sales and operating leases before

the first execution date the company as the seller (lessee) shall account for the leaseback in the

same way as other operating leases and adjust the right to use assets according to the relevant

deferred income or loss recorded in the balance sheet before the first execution date.The cumulative impact of the above accounting policies is as follows:

Due to the implementation of the new leasing standards the consolidated financial statements of the

company are adjusted accordingly. On January 1 2021 the right-of-use assets are CNY

9894351.89 the lease liabilities are CNY 7285946.35 and the non-current liabilities due within

one year are CNY 2608405.54. Relevant adjustments have no impact on the shareholders' equity

attributable to the parent company in the consolidated financial statements of the company. The

financial statements of the parent company of the company need not be adjusted.The above changes in accounting policies have been approved by the company at the 10th meeting

of the ninth board of directors held on April 15 2021.

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(b) Significant changes in accounting estimates

The Company has no significant changes in accounting estimates for the reporting period.(c) Adjustments of the financial statements at the beginning of the reporting period for the first year adoption of new lease

standards.Consolidated Financial Statements

Unit: Yuan Currency: CNY

Items 31 December 2020 1 January 2021 Adjustment

Right-of-use asset not applicable 9894351.89 9894351.89

Non-current liabilities due

2608405.542608405.54

within one year

Lease liabilities not applicable 7285946.35 7285946.35

Description of adjustment of each item:

On January 1 2021 for the operating lease before the first execution date the company adopts the

present value after discounting the incremental loan interest rate before the first execution date to

measure the lease liability with an amount of CNY 9894351.89 of which CNY 2608405.54 due

within one year is reclassified to non-current liabilities due within one year. The company measures

the right-of-use assets of CNY 9894351.89 according to the amount equal to the lease liability and

the necessary adjustment according to the prepaid rent. There is no decrease in prepayments.Note 4. TAXATION

4.1 Major Categories of Tax and Tax Rates Applicable to the Company

axes Tax bases Tax rates

The taxable revenue from sales of goods or 13%,11%,9%,5%,Value-added tax (VAT)

rendering of services 6%,3%Consumption tax The taxable revenue from sales of goods 10%

For housing property levied on the basis of

price housing property tax is levied at the

Housing property tax rate of 1.2% of the balance after deducting 1.2%、12%

30% of the cost; for housing property levied

on the basis of rent housing property tax is

179深圳市特力(集团)股份有限公司2021年年度报告全文

axes Tax bases Tax rates

levied at the rate of 12% of rent revenue.Urban maintenance and

Turnover tax payable 7%

construction tax

Education surcharge Turnover tax payable 3%

Local education surcharge Turnover tax payable 2%

Enterprise income tax Taxable income 20%、25%

Tax rates of income tax of different subsidiaries are stated as below:

Name of Taxpayer Rate of Income Tax

深圳市新永通机动车检测设备有限公司 (Shenzhen Xinyongtong Auto

20%

Vehicle Inspection Equipment Co. Ltd.)

深圳市华日安信汽车检测有限公司 (Shenzhen Huari Anxin Automobile

20%

Inspection Co. Ltd.)

深圳市特力创盈科技有限公司(Shenzhen Tellus Chuangying Technology

20%

Co. Ltd.)

Taxpayers other than the above-mentioned 25%

4.2 Tax Preference

Pursuant to the document numbered Cai Shui [2019] 13 issued by State Taxation Administration

Shenzhen Xinyongtong Auto Vehicle Inspection Equipment Co. Ltd. and Shenzhen Huari Anxin

Auto Vehicle Inspection Co. Ltd. enjoys the preferential tax policy for micro and small-sized

enterprises and is subject to the enterprise income tax rate of 20%.Note 5. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

5.1 Monetary funds

(1) Details

Items 31 Dec 2021 31 Dec 2020

Cash on hand 36941.24 20542.55

Cash in bank 240545115.92 237605156.38

Total 240582057.16 237625698.93

(1) The bank deposit of CNY 26926471.30 is the supervision fund of the company's development

180深圳市特力(集团)股份有限公司2021年年度报告全文

of plot 03 of the upgrading and reconstruction project of Tellus-Jimeng gold jewelry industrial park.The performance guarantee fund is 2000000.00 CNY. In addition there is no other money with

limited use and potential recovery risk due to mortgage pledge or freezing in the monetary fund at

the end of the period.

5.2 Held-for-trading financial assets

Items 31 Dec 2021 31 Dec 2020

Financial assets classified as at fair value

412712843.84314013869.86

through profit or loss

Including: Debt instrument investments 412712843.84 314013869.86

Total 412712843.84 314013869.86

The trading financial assets at the end of the period increased by 31.43% compared with the

beginning of the period mainly due to the company using idle self-owned funds for cash

management.

5.3 Accounts receivable

(1) Details on ages

Items 31 Dec 2021 31 Dec 2020

Within 1 year 18274113.05 20025574.10

1-2 years 3360.00

2-3 years 3360.00

Over 3 years 48781485.16 49125862.29

Subtotal 67058958.21 69154796.39

Less: provision for bad debts 48964898.29 49326286.03

Total 18094059.92 19828510.36

(2) Details on categories

Closing balance

Book balance Provision for bad debts

Categories Provision

Carrying amount

Amount % to total Amount proportion

(%)

181深圳市特力(集团)股份有限公司2021年年度报告全文

Closing balance

Book balance Provision for bad debts

Categories Provision

Carrying amount

Amount % to total Amount proportion

(%)

Receivables with 48781485.16 72.74 48781485.16 100.00

provision made on

an individual basis

Receivables with 18277473.05 27.26 183413.13 1.00 18094059.92

provision made on

a collective basis

Total 67058958.21 100.00 48964898.29 73.02 18094059.92

(Continued)

Opening balance

Book balance Provision for bad debts

Categories Provision

Carrying amount

Amount % to total Amount proportion

(%)

Receivables with 49125862.29 71.04 49125862.29 100.00

provision made on

an individual basis

Receivables with 20028934.10 28.96 200423.74 1.00 19828510.36

provision made on

a collective basis

Total 69154796.39 100.00 49326286.03 71.33 19828510.36

Specific description of provision for bad debts:

(a) Accounts receivable with provision made on an individual basis

Provision for Provision

Debtors Book balance Reasons

bad debts proportion (%)

182深圳市特力(集团)股份有限公司2021年年度报告全文

Provision for Provision

Debtors Book balance Reasons

bad debts proportion (%)

深圳市金路工贸公司 Expected to be

(Shenzhen Jinlu Industrial 9846607.00 9846607.00 100.00 unrecoverable

and Trading Co. Ltd.?) due to long ages广东湛江三星汽车股份有

Expected to be

限 公 司 (Guangdong

4060329.44 4060329.44 100.00 unrecoverable

Zhanjiang Sanxing

due to long ages

Automobile Co. Ltd.*)

Expected to be王昌龙

2370760.40 2370760.40 100.00 unrecoverable

(WANG Changlong)

due to long ages惠州市建达城道桥工程公

Expected to be

司 (Huizhou Jiandacheng

2021657.70 2021657.70 100.00 unrecoverable

Road and Bridge

due to long ages

Engineering Co. Ltd.*)

江铃汽车制造厂 Expected to be

(Jiangling Automobile 1191059.98 1191059.98 100.00 unrecoverable

Factory*) due to long ages

阳江市汽车贸易有限公司 Expected to be

(Yangjiang Automobile 1150000.00 1150000.00 100.00 unrecoverable

Trading Co. Ltd.*) due to long ages

广东省物资集团 Expected to be

(Guangdong Materials 1862000.00 1862000.00 100.00 unrecoverable

Group Corporation*) due to long ages

Expected to be

Others 26279070.64 26279070.64 100.00 unrecoverable

due to long ages

Subtotal 48781485.16 48781485.16 100.00

? The English names are for identification purpose only.* The English names are for identification purpose only.

183深圳市特力(集团)股份有限公司2021年年度报告全文

(b) Account receivables with provision for bad debts made on a collective basis using age analysis method

31 Dec 2021

Ages

Book balance Provision for bad debts Provision proportion (%)

Within 1 year 18274113.05 182741.13 1.00

1 - 2 years

2 - 3years 3360.00 672.00 20.00

Subtotal 18277473.05 183413.13 1.00

(Continued)

31 Dec 2020

Ages

Book balance Provision for bad debts Provision proportion (%)

Within 1 year 20025574.10 200255.74 1.00

1 - 2 years 3360.00 168.00 5.00

2 - 3years

Subtotal 20028934.10 200423.74 1.00

The confirmation standard and description of provision for bad debts made on a collective basis

please refer to Note 3.10.

(3) Changes in provision for bad debts

Increase Decrease

Opening Closing

Items Recover Othe

balance Accrual Others Reversal Written-off* balance

y rs

Receivables 49125862.29 344377.13 48781485.16

with

provision

made on an

individual

basis

Receivables 200423.74 -17010.61 183413.13

with

provision

184深圳市特力(集团)股份有限公司2021年年度报告全文

Increase Decrease

Opening Closing

Items Recover Othe

balance Accrual Others Reversal Written-off* balance

y rs

made on a

collective

basis

Subtotal 49326286.03 -17010.61 344377.13 48964898.29

* Refer to the cancellation of subsidiaries in the current period and the written-off of the originally

accrued bad debt provision.

(4) Details of the top 5 debtors with largest balances

Proportion to the total

Provision for

Debtors Book balance balance of accounts

bad debts

receivable (%)

深圳市金路工贸公司 (Shenzhen Jinlu 9846607.00 14.68

9846607.00

industry and Trade Co. Ltd.*)

广东湛江三星汽车股份有限公司4060329.446.05

(Guangdong Samsung Automobile Co. 4060329.44

Ltd.*)深圳市尚金缘珠宝实业有限公司

(Shenzhen shangjinyuan Jewelry Industry 2981007.49 4.45 29810.07

Co. Ltd.*)

王昌龙(Wang Changlong) 2370760.40 3.54 2370760.40

广东省物资集团 (Guangdong Materials 2021657.70 3.01

2021657.70

Group)

31.7318329164.61

Subtotal

21280362.03

5.4 Prepayments

(1) Details on ages

31 Dec 2021 31 Dec 2020

Ages

Book balance % to total Book balance % to total

Within 1 year 16519701.91 99.92 9834423.80 99.86

185深圳市特力(集团)股份有限公司2021年年度报告全文

31 Dec 2021 31 Dec 2020

Ages

Book balance % to total Book balance % to total

1-2 years 800 0.01

2-3 years 632 0.01

Over 3 years 12525.94 0.08 11893.94 0.12

Total 16532227.85 100 9847749.74 100

The prepayment at the end of the period increased by 67.88% compared with the beginning of the

period mainly due to the increase of the company's prepayment for automobile purchase.

(2) Details of the top 5 debtors with largest balances

Proportion to the total balance

Debtors Book balance

of advances paid (%)一汽丰田汽车销售有限公司

12801407.7377.43

(FAWToyota Motor Sales Co. Ltd.?)

丰田汽车(中国)投资有限公司

2776364.0016.79

(Toyota Motor (China) Investment Co. Ltd.*)深圳三粤广告传媒有限公司

(Shenzhen Sanyue advertising media Co. 253750.00 1.54

Ltd?)小鹏汽车销售有限公司

264431.181.6

(Xiaopeng Automobile Sales Co. Ltd.*)深圳市燃气集团股份有限公司

127005.500.77

(Shenzhen Gas Corporation Ltd.*)

Subtotal 16222958.41 98.13

5.5 Other Receivables

(1) Details

Items Closing balance Opening balance

Interest receivable

Dividend receivable 547184.35 24647732.42

? The English names are for identification purpose only.

186深圳市特力(集团)股份有限公司2021年年度报告全文

Items Closing balance Opening balance

Other receivables 4525786.42 4622058.41

Total 5072970.77 29269790.83

Other receivables at the end of the period decreased by 82.67% compared with the beginning of the

period mainly due to the recovery of dividends from the original associate Shenzhen Dongfeng

Automobile Co. Ltd.

(2) Dividend receivable

(a) Details

Items Closing balance Opening balance中国浦发机械工业股份有限公司

547184.35547184.35

(China Perfect Machinery Industry Corp. Ltd.?)深圳东风汽车有限公司

24100548.07

(Shenzhen Dongfeng Automobile Co. Ltd.*)

Subtotal 547184.35 24647732.42

Less: provision for bad debts

Total 547184.35 24647732.42

(b) Dividend receivable over 1 year

Items Closing balance Ages Reasons Notes中国浦发机械工业股份有

限公司 2 - 3 No

547184.35 Not yet paid

(China Perfect Machinery years impairment

Industry Corp. Ltd.?)

Total 547184.35

(3) Other receivables

(a) Other receivables categorized by ages

Ages Closing Balance Opening Balance

Within 1 year 1585442.66 1800294.61

? The English names are for identification purpose only.? The English names are for identification purpose only.

187深圳市特力(集团)股份有限公司2021年年度报告全文

Ages Closing Balance Opening Balance

1 – 2 years 531458.10 161722.86

2 – 3 years 82621.56 417554.97

Over 3 years 54068194.72 54005535.26

Subtotal 56267717.04 56385107.70

Less: provision for bad debts 51741930.62 51763049.29

Total 4525786.42 4622058.41

(b) Other receivables categorized by nature

Nature of receivables Closing balance Opening balance

Deposit as security 598861.89 477190.50

Reserve fund 13822.20

Temporary advance payment receivable 55668855.15 55894095.00

Subtotal 56267717.04 56385107.70

Less: provision for bad debts 51741930.62 51763049.29

Total 4525786.42 4622058.41

(c) Other receivables categorized by methods of provision for bad debts

A. As of 2021-12-31 provision for bad debts according to the model of phase

I/II/III:

Phase Closing balance Provision for bad debts Opening balance

I 2199522.32 58951.65 2140570.67

II

III 54068194.72 51682978.97 2385215.75

Total 56267717.04 51741930.62 4525786.42

As of 2021-12-31 provision for bad debts at phase I:

Provision Provision Reasons for

Carrying

Catagories Book Balance proportion for bad provision

Amount

(%) debts made

188深圳市特力(集团)股份有限公司2021年年度报告全文

Provision Provision Reasons for

Carrying

Catagories Book Balance proportion for bad provision

Amount

(%) debts made

Receivables with

provision made on

an individual basis

Receivables with

provision made on a 2199522.32 2.68 58951.65 2140570.67

collective basis

no dramatic

1. P

credit risk

ortfolio grouped 1629772.93 2.17 35331.04 1594441.89

change after

with ages

confirmed

2. no P dramatic

ortfolio grouped credit risk

569749.394.1523620.61546128.78

with deposit as change after

security confirmed

Total 2199522.32 2.68 58951.65 2140570.67

As of 2021-12-31 provision for bad debts at phase III:

Provision Reasons for

Provision for Carrying

Catagories Book Balance proportion provision

bad debts Amount

(%) made

credit risk

Receivables with change

provision made on 49297763.20 100 49297763.20 dramatically

an individual basis after

confirmed

Receivables with

provision made on a 4770431.52 50 2385215.77 2385215.75

collective basis

1. cPredit risk

4741319.02502370659.522370659.50

Portfolio grouped change

189深圳市特力(集团)股份有限公司2021年年度报告全文

Provision Reasons for

Provision for Carrying

Catagories Book Balance proportion provision

bad debts Amount

(%) made

with ages dramatically

after

confirmed

2. P

Portfolio grouped

29112.505014556.2514556.25

with deposit as

security

Total 54068194.72 95.59 51682978.97 2385215.75

B. As of 2020-12-31 provision for bad debts according to the model of phase

I/II/III:

Phase Closing balance Provision for bad debts Opening balance

I 2379572.44 109600.10 2269972.34

II

III 54005535.26 51653449.19 2352086.07

Total 56385107.70 51763049.29 4622058.41

As of 2020-12-31 provision for bad debts at phase I:

Provision Reasons for

Provision for Carrying

Catagories Book Balance proportion provision

bad debts Amount

(%) made

Receivables with

provision made on

an individual basis

Receivables with

provision made on a 2379572.44 4.61 109600.10 2269972.34

collective basis

no dramatic

1. Portfolio grouped 1931494.44 5.44 105119.32 1826375.12

credit risk

190深圳市特力(集团)股份有限公司2021年年度报告全文

Provision Reasons for

Provision for Carrying

Catagories Book Balance proportion provision

bad debts Amount

(%) made

with ages change after

confirmed

no dramatic

2.Portfolio grouped

credit risk

with deposit as 448078.00 1 4480.78 443597.22

change after

security

confirmed

Total 2379572.44 4.61 109600.10 2269972.34

As of 2020-12-31 provision for bad debts at phase III:

Provision Reasons for

Provision for Carrying

Catagories Book Balance proportion provision made

bad debts Amount

(%)

credit risk

Receivables with

change

provision made on 49301363.12 100 49301363.12

dramatically

an individual basis

after confirmed

Receivables with

provision made on 4704172.14 50 2352086.07 2352086.07

an collective basis

credit risk

1. Portfolio grouped change

4675059.64502337529.822337529.82

with ages dramatically

after confirmed

2.Portfolio grouped

with deposit as 29112.50 50 14556.25 14556.25

security

Total 54005535.26 95.64 51653449.19 2352086.07

As of 2021-12-31 other receivables with provision made on an individual basis

Provision for Provision

Debtors Book balance

bad debts proportion (%)

中汽华南汽车销售公司9832956.379832956.37100

191深圳市特力(集团)股份有限公司2021年年度报告全文

Provision for Provision

Debtors Book balance

bad debts proportion (%)

(Zhongqi South China Automobile Sales Co.Ltd.?)南方工贸深圳实业公司

(Shenzhen Nanfang Industry and Trade Co. 7359060.75 7359060.75 100

Ltd.*)

深圳中浩(集团)股份有限公司

5000000.005000000.00100

(Shenzhen Zhonghao (Group) Co. Ltd.*)金贝丽家电公司

2706983.512706983.51100

(Jinbeili Household Appliances Co. Ltd.*)深圳市新兴泰贸易有限公司

2418512.902418512.90100

(Shenzhen Xinxingtai Trading Co. Ltd.*)

深圳石油化工(集团)股份有限公司

1898419.671898419.67100

(Shenzhen Petrochemical (Group) Co. Ltd.*)深圳市特发华通包装实业有限公司

(Shenzhen SDG Huatong Packaging Co. 1212373.79 1212373.79 100

Ltd.*)深圳金鹤标准件模具有限公司

1023560.001023560.00100

(Shenzhen Jinhe Mould Co. Ltd.*)

Others 17845896.21 17845896.21 100

Total 49297763.20 49297763.20 100

As of 2021-12-31 other receivables with provision made on an collective basis

Provision proportion Provision for

Categories Book Balance

(%) bad debts

1.Portfolio grouped with ages 6371091.95 2405990.56 37.76

Including: Within 1 year 1463771.27 14637.72 1

1 – 2 years 83380.10 4169.01 5

2 – 3 years 82621.56 16524.31 20

Over 3 years 4741319.02 2370659.52 50

? The English names are for identification purpose only.

192深圳市特力(集团)股份有限公司2021年年度报告全文

Provision proportion Provision for

Categories Book Balance

(%) bad debts

2.Portfolio grouped with deposit

598861.8938176.866.37

as security

Total 6969953.84 2444167.42 35.07

As of 2020-12-31 other receivables with provision made on an collective basis

Provision proportion Provision for

Categories Book Balance

(%) bad debts

1.Portfolio grouped with ages 6606554.08 2442649.14 36.97

Including: Within 1 year 1352216.61 13522.17 1

1 – 2 years 161722.86 8086.15 5

2 – 3 years 417554.97 83511.00 20

Over 3 years 4675059.64 2337529.82 50

2.Portfolio grouped with deposit

477190.5019037.003.99

as security

Total 7083744.58 2461686.14 34.75

(d) Changes in provision for bad debts

Phase I Phase II Phase III

Lifetime Lifetime

12?month

Items expected credit expected credit Total

expected credit

losses (credit not losses (credit

losses

impaired) impaired)

Opening balance 109600.10 51653449.19 51763049.29

Opening balance in current

period

--Transferred to phase II

--Transferred to phase III

--Reversed to phase II

--Reversed to phase I

193深圳市特力(集团)股份有限公司2021年年度报告全文

Phase I Phase II Phase III

Lifetime Lifetime

12?month

Items expected credit expected credit Total

expected credit

losses (credit not losses (credit

losses

impaired) impaired)

Provision made in current

-50648.4529529.78-21118.67

period

Provision recovered in

current period

Provision reversed in

current period

Provision written-off in

current period

Other changes

Closing balance 58951.65 51682978.97 51741930.62

(e) Details of the top 5 debtors with largest balances

Proportion to the

Nature of total balance of Provision for

Debtors Book balance Ages

receivables other receivables bad debts

(%)中汽华南汽车销售公

司 (Zhongqi South Current Over 3

9832956.3717.489832956.37

China Automobile account years

Sales Co. Ltd. *)南方工贸深圳实业公

司(Shenzhen Nanfang Current Over 3

7359060.7513.087359060.75

Industry and Trade account years

Co. Ltd. *)

深圳中浩(集团)股

Current Over 3

份有限公司5000000.008.895000000.00

account years

(Shenzhen Zhonghao

194深圳市特力(集团)股份有限公司2021年年度报告全文

Proportion to the

Nature of total balance of Provision for

Debtors Book balance Ages

receivables other receivables bad debts

(%)

(Group) Co. Ltd. *)深圳凯丰特种汽车工业有限公司

Current Over 3

(Shenzhen Kaifeng 4413728.50 7.84 2206864.25

account years

Special Automobile

Industry Co. Ltd.*)深圳市金贝丽电器有

限 公 司 (Jinbeili

Current Over 3

Household 2706983.51 4.81 2706983.51

account years

Appliances Co. Ltd.*)

Total 29312729.13 52.1 27105864.88

5.6 Inventories

(1) Details

Closing balance Opening balance

Items Provision for Carrying Provision for Carrying

Book balance Book balance

write-down amount write-down amount

Raw materials 15814028.99 14772382.17 1041646.82 15481888.98 14772382.17 709506.81

Goods on hand 39261052.16 14867773.94 24393278.22 35515473.74 14145300.62 21370173.12

Total 55075081.15 29640156.11 25434925.04 50997362.72 28917682.79 22079679.93

(2) Provision for inventory write-down

Increase Decrease

Closing

Items Opening balance Reversal or

Provision Others Others balance

written-off

Raw materials 14772382.17 14772382.17

Goods on hand 14145300.62 812607.69 90134.37 14867773.94

195深圳市特力(集团)股份有限公司2021年年度报告全文

Increase Decrease

Closing

Items Opening balance Reversal or

Provision Others Others balance

written-off

Subtotal 28917682.79 812607.69 90134.37 29640156.11

5.7 Held-for-sale assets

Non-current assets or disposal group held for sale at the end of the period

Book value Fair value Estimated disposal Estimated

Items

(2021-12-31) (2021-12-31) expenses disposal time深圳市汽车工业进出口

有 限 公 司 (Shenzhen

automobile industry 530520.33 530520.33

import and Export Co.Ltd.*)

Total 530520.33 530520.33

The company's subsidiary "Shenzhen automobile industry trade Co. Ltd." sold 35.75% of the

equity of the joint-stock enterprise "Shenzhen automobile industry import and Export Co. Ltd."

through public listing. On December 21 2021 the company signed the enterprise state-owned

property right transfer contract with the listed transferee to transfer 35.75% of the equity of

"Shenzhen automobile industry import and Export Co. Ltd." with CNY 9.3346 million. On January

7 2022 the subsidiary received a total equity transfer payment of CNY 9.3346 million.

According to the CAS No. 42 – Non-current assets held for sale disposal group and discontinued

operations the company classified the balance of CNY 530500.00 of long-term equity investment

in Shenzhen automobile industry import and Export Co. Ltd. as held for sale assets as of December

31 2021 and will not be accounted with the equity method after December 31 2021.

5.8 Other Current Assets

Items Closing balance Opening balance

Input VAT to be credited 8596585.57 6000566.69

Total 8596585.57 6000566.69

5.9 Long-term receivables

196深圳市特力(集团)股份有限公司2021年年度报告全文

(1) Details of long-term receivables

31 Dec 2021 31 Dec 2020 Discount

Items Provision for Carrying Provision for Carrying rate

Book balance Book balance

bad debts amount bad debts amount range

Related

2179203.682179203.682179203.682179203.68

transactions

Total 2179203.68 2179203.68 2179203.68 2179203.68

(2) Changes in provision for bad debts

(a) As of December 31 2021 the provision for bad debts shall be made according to the following three stages:

Stage Book balance Provision for bad debts Carrying accounts

Stage 3 2179203.68 2179203.68

Total 2179203.68 2179203.68

As of December 31 2021 the provision for bad debts of long-term receivables in the third stage is as follows:

Provision rate Provision for Carrying

Category Book balance Reason

(%) bad debts accounts

Risk increased

Provision for bad

2179203.68 100 2179203.68 after originally

debts by single item

recognized

Total 2179203.68 100 2179203.68

(b) As of December 31 2020 the provision for bad debts is calculated and drawn according to the third stage model as follows:

Stage Book balance Provision for bad debts Carrying accounts

Stage 1

Stage 2

Stage 3 2179203.68 2179203.68

Total 2179203.68 2179203.68

On December 31 2020 the provision for bad debts of long-term receivables in the third stage is as follows:

Provision rate Provision for Carrying

Category Book balance Reason

(%) bad debts accounts

Risk increased

Provision for bad 2179203.68 100 2179203.68

after originally

197深圳市特力(集团)股份有限公司2021年年度报告全文

Provision rate Provision for Carrying

Category Book balance Reason

(%) bad debts accounts

debts by single item recognized

Total 2179203.68 100 2179203.68

5.10. Long-term equity investments

(1) Details

Increase/Decrease

Investment income Adjustment in other

Investees Opening balance Investment Investments

recognized under comprehensive

s increased decreased

equity method income

Joint ventures深圳特力吉盟投资有限公司

(Shenzhen Tellus Jimeng 37666741.13 9823999.65

Investment Co. Ltd.*)深圳市特力行投资有限公司

(Shenzhen Tellus Xing 12697424.88 754797.47

Investment Co. Ltd.*)[Note5]

Subtotal 50364166.01 10578797.12

Associates深圳市仁孚特力汽车服务有

限 公 司 (Shenzhen Renfu

33607146.147760758.20

Tellus Automobiles Service

Co. Ltd.*)深圳市汽车工业进出口有限

公司 (Shenzhen Automobile

995270.33-464750.00

Industry Import and Export

Co. Ltd.*)[Note6]深圳东风汽车有限公司

38674373.0938674373.09

(Shenzhen Dongfeng

* The English names are for identification purpose only.

198深圳市特力(集团)股份有限公司2021年年度报告全文

Increase/Decrease

Investment income Adjustment in other

Investees Opening balance Investment Investments

recognized under comprehensive

s increased decreased

equity method income

Automobile Co. Ltd.*)[Note4]深圳市新永通油泵环保有限

公 司 (Shenzhen

Xinyongtong Oil Pump and

Environmental Protection

Co. Ltd.*)深圳市新永通咨询有限公司

(Shenzhen Xinyongtong

Consulting Co. Ltd.*)深圳特力汽车服务连锁有限

公 司 (Shenzhen Tellus

Automobile Services Chain

Co. Ltd.*) [Note 3]深圳市新永通汽车服务有限

公 司 (Shenzhen

Xinyongtong Automobile

Service Co. Ltd.*) [Note 4]深圳市永通信达检测设备有

限 责 任 公 司 (Shenzhen

Yongtong Xinda Inspection

Equipment Co. Ltd.*) [Note

3]

湖南昌阳实业股份有限公司

(Hunan Changyang Industrial

Co. Ltd.*) [Note 1]深圳捷成电子有限公司

(Shenzhen Jiecheng

Electronic Co. Ltd.*) [Note 1]

199深圳市特力(集团)股份有限公司2021年年度报告全文

Increase/Decrease

Investment income Adjustment in other

Investees Opening balance Investment Investments

recognized under comprehensive

s increased decreased

equity method income深圳先导新材料有限公司

(Shenzhen Xiandao New

Materials Co. Ltd.*) [Note 1]中国汽车工业深圳贸易公司

(China Automobile Shenzhen

Trading Co. Ltd. *) [Note 1]深圳通用标准件有限公司

(Shenzhen General Standard

Parts Co. Ltd.*) [Note 1]深圳中汽华南汽车销售公司

(Zhongqi South China

Automobile Sales Co. Ltd. *)

[Note 1]深圳百力源电源有限公司

(Shenzhen Bailiyuan Power

Co. Ltd.*) [Note 1]深圳市益民汽车贸易公司

(Shenzhen Yimin Automobile

Trading Co. Ltd.*) [Note 1]深圳火炬火花塞工业公司

(Shenzhen Torch Spark Plug

Industrial Co. Ltd.*)

Subtotal 73276789.56 38674373.09 7296008.20深圳汉力高技术陶瓷有限公

司 (Shenzhen Haneco

Technologies Ceramics Co.Ltd.*) [Note 2]深圳市南方汽车维修中心

(Nanfang Automobile

* The English names are for identification purpose only.

200深圳市特力(集团)股份有限公司2021年年度报告全文

Increase/Decrease

Investment income Adjustment in other

Investees Opening balance Investment Investments

recognized under comprehensive

s increased decreased

equity method income

Repairing Center*) [Note 2]

Subtotal

Total 123640955.57 38674373.09 17874805.32

(Continued)

Increase/Decrease

Closing

Cash

Changes in Closing balance of

Investees dividend/profit Provision for

other Others balance provision for

declared for impairment

equity impairment

distribution

Joint ventures深圳特力吉盟投资有限公

司 (Shenzhen Tellus Jimeng 47490740.78

Investment Co. Ltd. *)深圳市特力行投资有限公

司 (Shenzhen Tellus Xing

13452222.35

Investment Co. Ltd.*)[Note5]

Subtotal 60942963.13

Associates深圳市仁孚特力汽车服务

有限公司(Shenzhen Renfu

14000000.0027367904.34

Tellus Automobiles Service

Co. Ltd. *)深圳市汽车工业进出口有

限 公 司 (Shenzhen

Automobile Industry Import 530520.33

and Export Co. Ltd.*)[Note6]深圳东风汽车有限公司

201深圳市特力(集团)股份有限公司2021年年度报告全文

Increase/Decrease

Closing

Cash

Changes in Closing balance of

Investees dividend/profit Provision for

other Others balance provision for

declared for impairment

equity impairment

distribution

(Shenzhen Dongfeng

Automobile Co. Ltd.*)[Note4]深圳市新永通油泵环保有

限 公 司 (Shenzhen

Xinyongtong Oil Pump and 127836.59

Environmental Protection

Co. Ltd.*)深圳市新永通咨询有限公司

41556.83

(Shenzhen Xinyongtong

Consulting Co. Ltd.*)深圳特力汽车服务连锁有

限公司 (Shenzhen Tellus

Automobile Services Chain

Co. Ltd.*) [Note 3]深圳市新永通汽车服务有

限 公 司 (Shenzhen

Xinyongtong Automobile

Service Co. Ltd.*) [Note 4]深圳市永通信达检测设备

有限责任公司 (Shenzhen

Yongtong Xinda Inspection

Equipment Co. Ltd.*) [Note

3]

湖南昌阳实业股份有限公司

(Hunan Changyang 1810540.70

Industrial Co. Ltd.*) [Note

1]

202深圳市特力(集团)股份有限公司2021年年度报告全文

Increase/Decrease

Closing

Cash

Changes in Closing balance of

Investees dividend/profit Provision for

other Others balance provision for

declared for impairment

equity impairment

distribution深圳捷成电子有限公司

(Shenzhen Jiecheng

3225000.00

Electronic Co. Ltd.*) [Note

1]

深圳先导新材料有限公司

(Shenzhen Xiandao New

4751621.62

Materials Co. Ltd.*) [Note

1]

中国汽车工业深圳贸易公司

(China Automobile 400000.00

Shenzhen Trading Co. Ltd.*) [Note 1]深圳通用标准件有限公司

(Shenzhen General

500000.00

Standard Parts Co. Ltd.*)

[Note 1]深圳中汽华南汽车销售公

司 (Zhongqi South China

2250000.00

Automobile Sales Co. Ltd.*) [Note 1]深圳百力源电源有限公司

(Shenzhen Bailiyuan Power 1320000.00

Co. Ltd.*) [Note 1]深圳市益民汽车贸易公司

(Shenzhen Yimin

200001.10

Automobile Trading Co.Ltd.*) [Note 1]

* The English names are for identification purpose only.

203深圳市特力(集团)股份有限公司2021年年度报告全文

Increase/Decrease

Closing

Cash

Changes in Closing balance of

Investees dividend/profit Provision for

other Others balance provision for

declared for impairment

equity impairment

distribution深圳火炬火花塞工业公司

(Shenzhen Torch Spark 17849.20

Plug Industrial Co. Ltd.*)

Subtotal 14000000.00 530520.33 27367904.34 14644406.04深圳汉力高技术陶瓷有限

公 司 (Shenzhen Haneco

1956000.00

Technologies Ceramics Co.Ltd.*) [Note 2]深圳市南方汽车维修中心

(Nanfang Automobile 6700000.00

Repairing Center*) [Note 2]

Subtotal 8656000.00

Total 14000000.00 530520.33 88310867.47 23300406.04

Note 1: Industrial and commercial registration of these companies has been revoked and the Company has made full provision for

impairment for these long-term equity investments.Note 2: The operating period of Shenzhen Haneco Technologies Ceramics Co. Ltd. ran from September 21 1993 to September 21

1998. The operating period of Shenzhen Nanfang Automobile Repairing Center ran from July 12 1994 to July 11 2002. These

companies have ceased operation for many years and their industrial and commercial registration has been revoked because they did

not participate in the annual industrial and commercial inspection. The Company is unable to exercise effective control over these

companies. Therefore they are not included in the consolidated scope of the Company’ s consolidated financial statements. The

carrying amount of the Company’s investment in these companies is zero.Note 3: The book balances of these long-term equity investments have been adjusted to 0 yuan through the recognition of profit and

loss adjustments under equity method.Note 4: The equity of the company held by us has been transferred in the current period.Note 5: We hold 51% of the equity of the Company. According to the articles of association of the company the rights of voting and

nominated directors cannot be unilaterally decided on the relevant decisions by the company's shareholders' meeting and the board of

204深圳市特力(集团)股份有限公司2021年年度报告全文

directors and we do not control the company.Note6: According to the CAS No. 42 - Non-current assets held for sale disposal group and discontinued operations the company

classified the balance of CNY 530520.33 of long-term equity investment in Shenzhen automobile industry import and Export Co.Ltd. as held for sale assets as of December 31 2021 and will not be accounted with the equity method after December 31 2021.

5.11 Other equity instrument investments

(1)Details of other equity instrument investments

Items 31 Dec 2021 31 Dec 2020

Public equity instrument investment

Non-public equity instrument investment 10176617.20 10176617.20

Total 10176617.20 10176617.20

(2) Details of non-held-for-trading equity instrument investments

Reasons for

Reasons designated as

Dividend Amount of other transferring

fair value

income comprehensive other

Accumulate Accumulate measurement with

Items recognized in income transferred comprehensiv

d profits d loss changes included in

the current to retained e income into

other comprehensive

period earnings retained

income

earnings

China Perfect

Strategic investment

Machinery

expected to be held

Industry Corp.for a long time

Ltd.

5.12 Investment property

(1) Investment real estate with cost measurement model

Buildings and

Items Land use right Total

structures

Cost

Opening balance 639235625.45 49079520.00 688315145.45

Increase 9481050.45 9481050.45

1) Acquisition 8312377.03 8312377.03

205深圳市特力(集团)股份有限公司2021年年度报告全文

Buildings and

Items Land use right Total

structures

2) Others 1168673.42 1168673.42

Decrease 2719453.24 2719453.24

1) Disposal

2) Others 2719453.24 2719453.24

Closing balance 645997222.66 49079520.00 695076742.66

Accumulated depreciation and

amortization

Opening balance 117837641.96 2230887.36 120068529.32

Increase 22509475.12 1115443.68 23624918.80

1) Accrual 18688549.50 1115443.68 19803993.18

2) Transfer in from fixed assets 3820925.62 3820925.62

Decrease

1) Transfer out to fixed assets

Closing balance 140347117.08 3346331.04 143693448.12

Provision for impairment

Carrying amount

Closing balance 505650105.58 45733188.96 551383294.54

Opening balance 521397983.49 46848632.64 568246616.13

(2) Investment property with certificate of titles being unsettled

Items Carrying amount Reasons for unsettlement

中 核 办 公 楼 (Zhonghe office Due to historical reasons certificate of

4414645.05

building) titles has not been applied for.Due to historical reasons certificate of

笋岗 12栋(Building 12 Sungang) 12588.53

titles has not been applied for.笋岗 12 栋商铺 (Building 12 stores Due to historical reasons certificate of

38916.87

Sungang) titles has not been applied for.Subtotal 4466150.45

5.13 Fixed assets

(1) Details by category

206深圳市特力(集团)股份有限公司2021年年度报告全文

Items 31 Dec 2021 31 Dec 2020

Fixed assets 109438198.23 119136917.91

Liquidation of fixed assets

Total 109438198.23 119136917.91

(2) Fixed assets

(a) Details of fixed assets

Office and

Buildings and General Transport Electronic

Items other Total

structures equipment facilities equipment

equipment

Cost

Opening balance 281403065.30 22284034.71 5177216.34 10901047.18 6719081.84 326484445.37

Increase 1765488.74 39012.22 1339701.70 1512011.35 1175130.83 5831344.84

1) Acquisition 1765488.74 39012.22 1339701.70 1512011.35 1175130.83 5831344.84

Decrease 8312377.03 96814.64 680995.39 68253.17 43258.38 9201698.61

1) Disposal/scrap 96814.64 680995.39 68253.17 43258.38 889321.58

2) Transfer out to

investment 8312377.03 8312377.03

property

Closing balance 274856177.01 22226232.29 5835922.65 12344805.36 7850954.29 323114091.60

Accumulated

depreciation

Opening balance 181251255.82 8561758.35 3426528.00 7601240.63 2261291.60 203102074.40

Increase 7365391.84 1245912.67 502073.76 863489.16 708998.79 10685866.22

1) Accrual 7365391.84 1245912.67 502073.76 863489.16 708998.79 10685866.22

Decrease 3820925.62 87133.17 372979.05 38164.44 38298.03 4357500.31

1) Disposal/scrap 87133.17 372979.05 38164.44 38298.03 536574.69

2) Transfer out to

investment 3820925.62 3820925.62

property

Closing balance 184795722.04 9720537.85 3555622.71 8426565.35 2931992.36 209430440.31

207深圳市特力(集团)股份有限公司2021年年度报告全文

Office and

Buildings and General Transport Electronic

Items other Total

structures equipment facilities equipment

equipment

Provision for

impairment

Opening balance 3836768.43 319675.11 6165.00 17984.71 64859.81 4245453.06

Increase

Decrease

Closing balance 3836768.43 319675.11 6165.00 17984.71 64859.81 4245453.06

Carrying amount

Closing balance 86223686.54 12186019.33 2274134.94 3900255.30 4854102.12 109438198.23

Opening balance 96315041.05 13402601.25 1744523.34 3281821.84 4392930.43 119136917.91

(b) Fixed assets rented-out under operating leases

Items Carrying amount

Buildings and structures 64952150.09

Subtotal 64952150.09

(c) Fixed assets with certificate of titles being unsettled

Items Carrying amount Reasons for unsettlement

Due to historical reasons certificate of

Yongtong Building 28158013.51

titles has not been applied for.Due to historical reasons certificate of

Automobile Building 14626048.69

titles has not been applied for.Tellus Building underground Unable to apply for certificate of titles

8477976.20

parking lot for parking lot

Third – Fifth floor of Plant 1

Due to historical reasons certificate of

Plant 2 and Plant 3 on Taoyuan 3265867.51

titles has not been applied for.Road

Tellus Building transfer story 1426541.48 Unable to apply for certificate of titles

Due to historical reasons certificate of

Building 16 of Taohua Yuan 1252104.42

titles has not been applied for.

208深圳市特力(集团)股份有限公司2021年年度报告全文

Items Carrying amount Reasons for unsettlement

Shuibei Zhongtian Complex Due to historical reasons certificate of

799280.82

Building titles has not been applied for.First floor of commercial and Due to historical reasons certificate of

817289.73

residential building in Bao’an titles has not been applied for.Due to historical reasons certificate of

Warehouse 795291.01

titles has not been applied for.Due to historical reasons certificate of

Warehouse of trade department 63803.65

titles has not been applied for.Due to historical reasons certificate of

Songquan Apartment (Mix) 10086.79

titles has not been applied for.Due to historical reasons certificate of

Hostel on North Renmin Road 5902.41

titles has not been applied for.Subtotal 59698206.22

5.14 Construction in progress

(1)Details by category

Projects 31 Dec 2021 31 Dec 2020

Construction in progress 210197546.72 101740485.48

Engineer materials

Total 210197546.72 101740485.48

The construction in progress at the end of the period increased by 106.60% compared with that at the beginning of the period mainly

due to the increase in construction investment of Tellus Diamond Trading building.

(2)Construction in progress

(a) details

31 Dec 2021 31 Dec 2020

Provision Provision

Projects Carrying Carrying

Book balance for Book balance for

amount amount

impairment impairment

特力金钻交易大厦(Teli 210072702.40 210072702.40 100252309.72 100252309.72

209深圳市特力(集团)股份有限公司2021年年度报告全文

31 Dec 2021 31 Dec 2020

Provision Provision

Projects Carrying Carrying

Book balance for Book balance for

amount amount

impairment impairment

Diamond Trading

Building)

05地块(Plot 05) 1391331.44 1391331.44

其 他 工 程 (Other

124844.3296844.3296844.32

construction)

Total 210197546.72 210197546.72 101740485.48 101740485.48

(b) changes on significant construction in progress

Opening Transferred to Other

Projects Budgets Increase Closing balance

balance fixed assets decrease特力金钻交易大厦

(Teli Diamond 515460000 100252309.72 109820392.68 210072702.40

Trading Building)

Total 100252309.72 109820392.68 210072702.40

(Continued)

Accumulated Amount of

Accumulated Completion Annual

amount of borrowing cost

Projects investment to budget percentage capitalization Fund source

borrowing cost capitalization in

(%) (%) rate (%)

capitalization current period

特力金钻交易大厦 1855456.85 1855456.85 Self-owned

(Teli Diamond 40.75 40.75 4.20% fund / Bank

Trading Building) loan

1855456.851855456.85

Total

5.15 Right of use Assets

Projects Buildings and structures Total

1. Cost

210深圳市特力(集团)股份有限公司2021年年度报告全文

Projects Buildings and structures Total

Opening balance (2020-12-31) — —

Changes in accounting policies 9894351.89 9894351.89

Opening balance (2021-01-01) 9894351.89 9894351.89

Increase 418841.07 418841.07

Decrease

Closing balance (2021-12-31) 10313192.96 10313192.96

2. Accumulated depreciation

Opening balance (2020-12-31) — —

Changes in accounting policies

Opening balance (2021-01-01)

Increase 2976277.13 2976277.13

Decrease

Closing balance (2021-12-31) 2976277.13 2976277.13

3. Provision for impairment

4. Carrying amount

Closing balance(2021-12-31) 7336915.83 7336915.83

Opening balance(2021-01-01) 9894351.89 9894351.89

The depreciation amount of the right of use assets in 2021 is CNY 2976277.13 of which the depreciation expense included in the

operating cost is CNY 2976277.13.

5.16 Intangible assets

(1) Details on intangible assets

Items Land use right Trademarks Software Total

Cost

Opening balance 50661450.00 128500.00 4157254.20 54947204.20

Increase 1313119.46 1313119.46

1) Acquisition 1313119.46 1313119.46

Decrease

211深圳市特力(集团)股份有限公司2021年年度报告全文

Items Land use right Trademarks Software Total

1) Disposal

Closing balance 50661450.00 128500.00 5470373.66 56260323.66

Accumulated amortization

Opening balance 1790459.00 94972.64 1434099.35 3319530.99

Increase 1077443.16 4069.92 2269781.31 3351294.39

1) Accrual 1077443.16 4069.92 2269781.31 3351294.39

Decrease

1) Disposal

Closing balance 2867902.16 99042.56 3703880.66 6670825.38

Provision for impairment

Carrying amount

Closing balance 47793547.84 29457.44 1766493.00 49589498.28

Opening balance 48870991.00 33527.36 2723154.85 51627673.21

(2) As of December 31 2021 the land use right with book value of CNY 47793547.84 of the company has been mortgaged to Bank

of China as the mortgage of bank loan.

5.17 Deferred charges

Opening Other Closing

Items Increase Amortization

balance decreases balance

Decoration

30714879.225291471.737323714.2928682636.66

costs

Total 30714879.22 5291471.73 7323714.29 28682636.66

5.18 Deferred tax assets、Deferred Tax Liabilities

(1) Deferred tax assets before offset

Closing balance Opening balance

Deductible Deductible

Items Deferred tax Deferred tax

temporary temporary

assets asset

difference difference

Provision for credit 33998204.09 8499551.03 33995288.38 8498822.10

212深圳市特力(集团)股份有限公司2021年年度报告全文

Closing balance Opening balance

Deductible Deductible

Items Deferred tax Deferred tax

temporary temporary

assets asset

difference difference

impairment

Total 33998204.09 8499551.03 33995288.38 8498822.10

(2) Deferred tax liabilities before offset

Closing balance Opening balance

Taxable Taxable

Items Deferred tax Deferred tax

temporary temporary

liabilities liabilities

difference difference

Taxable temporary

3852181.96963045.49

difference

Total 3852181.96 963045.49

(3) Details of unrecognized deferred tax assets

Items Closing balance Opening balance

Deductible temporary difference 126073843.71 126380054.13

Deductible losses 19228072.00 27588656.95

Subtotal 145301915.71 153968711.08

(4) Maturity years of deductible losses of unrecognized deferred tax assets

Maturity years Closing balance Opening balance Remarks

Year 2021 513356.86

Year 2022 330146.48 4702701.91

Year 2023 401294.00 5238151.51

Year 2024 497832.28 7380279.17

Year 2025 9182475.07 9754167.50

Year 2026 8816324.17

Subtotal 19228072.00 27588656.95

213深圳市特力(集团)股份有限公司2021年年度报告全文

5.19 Other non-current assets

Items 31 Dec 2021 31 Dec 2020

Prepayment for engineering equipment 56169049.73 49478268.29

VAT input tax to be certified 12204839.26 6415199.70

Others 100000.00 100000.00

Total 68473888.99 55993467.99

5.20 Accounts payable

(1) Details by nature

Items Closing balance Opening balance

Payment for goods and services 4068460.06 5130983.91

Payment for engineering equipment 63339302.97 71452182.62

Total 67407763.03 76583166.53

(2) Significant accounts payable with age over one year

Reasons for

Items Closing balance

unsettlement

深圳市英龙建安(集团)有限公司 The project has not

29695887.90

(Shenzhen Yinglong Jian’an (Group) Co. Ltd.?) been settled.深圳市特发地产有限公司 No repayment from

6054855.46

(Shenzhen SDG Real Estate Co. Ltd.*) related company.深圳市易诺建设工程有限公司 The project has not

3555095.22

(Shenzhen Yinuo Construction Engineering Co. Ltd.*) been settled.深圳市萃禄珠宝首饰有限公司

1120000.00 No repayment.

(Shenzhen Cuilu Jewelry Co. Ltd*)

Subtotal 40425838.58

5.21 Advance from customers

Items Closing balance Opening balance

Rental 1827827.28 2403580.47

? The English names are for identification purpose only.

214深圳市特力(集团)股份有限公司2021年年度报告全文

Items Closing balance Opening balance

Total 1827827.28 2403580.47

5.22 Contract Liability

Items Closing balance Opening balance

Item received in advance for goods 17959187.61 17833476.50

Item received in advance for services 3100123.57 1155151.63

Total 21059311.18 18988628.13

5.23 Employee benefits payable

(1) Employee benefits payable

Items Opening balance Increase Decrease Closing balance

Short-term employee

28365685.2169844794.9459316882.4038893597.75

benefits

Post-employment

benefits - defined 5114809.95 5114809.95

contribution plan

Termination benefits 510403.00 510403.00

Total 28365685.21 75470007.89 64942095.35 38893597.75

(2) Details of short-term employee benefits

Items Opening balance Increase Decrease Closing balance

Wage bonus allowance

28150871.6061084459.0250950437.3938284893.23

and subsidy

Employee welfare fund 1499435.97 1089191.72 410244.25

Social insurance

2106635.452106635.45

premium

Including: Medicare

1900062.291900062.29

premium

Occupational injuries

35739.4435739.44

premium

Maternity premium 166333.56 166333.56

Other premium 4500.16 4500.16

215深圳市特力(集团)股份有限公司2021年年度报告全文

Items Opening balance Increase Decrease Closing balance

Housing provident fund 3634324.48 3634324.48

Trade union fund and

employee education 214813.61 1268308.65 1284661.99 198460.27

fund

Non-monetary benefits 251631.37 251631.37

Subtotal 28365685.21 69844794.94 59316882.40 38893597.75

(3) Details of defined contribution plan

Items Opening balance Increase Decrease Closing balance

Basic endowment

5062605.145062605.14

insurance premium

Unemployment

52204.8152204.81

insurance premium

Subtotal 5114809.95 5114809.95

(4) Termination benefits

Items Opening balance Increase Decrease Closing balance

Termination benefits 510403.00 510403.00

Subtotal 510403.00 510403.00

The payroll payable at the end of the period increased by 37.11% compared with that at the beginning of the period mainly due to

the increase of accrued bonus.

5.24 Taxes and fees payable

Items Closing balance Opening balance

VAT 808520.40 1003221.74

Excise tax 7964.60

Urban maintenance and construction tax 105706.61 79176.17

Education surcharge 47558.24 43391.83

Local education surcharge 31705.50 28927.88

Enterprise income tax 41276334.18 13891223.58

Individual income tax withheld for tax

512260.46281053.06

authorities

216深圳市特力(集团)股份有限公司2021年年度报告全文

Items Closing balance Opening balance

Land appreciation tax 5362682.64 5362682.64

Land use tax 26459.98 26459.98

Others 342907.84 346017.44

Total 48522100.45 21062154.32

5.25 Other payables

(1) Details

Items Closing balance Opening balance

Interest payable

Dividend payable 46295.65

Other payable 112617963.65 158617678.97

Total 112617963.65 158663974.62

(3) Other payables

(a) Other payables listed by nature

Items 31 Dec 2021 31 Dec 2020

Deposit as security 41657964.73 37603031.07

Current accounts between related parties 24146524.51 76457197.82

Accruals 15417939.62 15300654.81

Temporary receipts payable 31395534.79 29256795.27

Total 112617963.65 158617678.97

(b) Other important accounts payable with an aging of more than one year at the end of the period

Reasons for non

Items 31 Dec 2021 repayment or carry

forward

深圳市特发集团有限公司(Shenzhen SDG No repayment from

17383655.94

Group Co. Ltd.*) related company

香港裕嘉投资有限公司(Hong Kong Yujia No repayment from

1961673.06

Investment Co. Ltd. *) related company

Total 19345329.00

217深圳市特力(集团)股份有限公司2021年年度报告全文

5.26 Non-current liabilities due within one year

Items 31 Dec 2021 31 Dec 2020

Lease liabilities due within one year 3021452.25

Total 3021452.25

5.27 Other Current Liability

Items 31 Dec 2021 31 Dec 2020

Output VAT on pending 2367994.70 2237573.19

Total 2367994.70 2237573.19

5.28 Long-term borrowings

(1) Categories on long-term borrowings

Interest rate range

Items Closing balance Opening balance

(2021)

Mortgaged borrowings 86875874.39 11171759.33 4.20%

Subtotal 86875874.39 11171759.33 4.20%

Less: Long-term borrowings due

within 1 year

Total 86875874.39 11171759.33

(2) Remarks on Categories on long-term borrowings

The long-term borrowings at the end of the period are the fixed assets loan of the newly added Tellus Jinzuan Trading Building in the

current period with a loan term of 15 years.

5.29 Lease liabilities

Items Closing balance Opening balance

Lease payments 7976926.21

Less: Unrecognized financing

480930.8711311.96

expenses

Subtotal 7495995.34

Less: Lease liabilities due

3021452.25

within one year

218深圳市特力(集团)股份有限公司2021年年度报告全文

Items Closing balance Opening balance

Total 4474543.09

5.30 Long-term payables

Items Closing balance Opening balance

Employee housing deposit 3908848.40 3908848.40

Appropriation for technical

11311.9611311.96

innovation project

Total 3920160.36 3920160.36

5.31 Accrued liabilities

Items 31 Dec 2021 31 Dec 2020 Reasons for balance

Pending lawsuit 268414.80 268414.80

Total 268414.80 268414.80

5.32 Deferred income

(1) Deferred income

31 Dec Reasons for

Items Increase Decrease 31 Dec 2021

2020 balance

Government grants

Government grants 131102.38 12090000.00 1985771.17 10235331.21

related to assets

Total 131102.38 12090000.00 1985771.17 10235331.21

(2) Details of government grants

Grants included

31 Dec into profit or 31 Dec Related to

Items Increase

2020 loss/offsetting 2021 assets/income

relevant cost

Subsidy from Futian

District Old Elevator

Related to

Renovation Working 131102.38 19914.29 111188.09

assets

Group for elevator

renewal

219深圳市特力(集团)股份有限公司2021年年度报告全文

Grants included

31 Dec into profit or 31 Dec Related to

Items Increase

2020 loss/offsetting 2021 assets/income

relevant cost

Luohu District 2021

special fund for

industrial

transformation and 5000000.00 1488178.80 3511821.20 Related to

upgrading - Industrial assets/income

Service Platform

Project

Special fund for

industrial

transformation and

upgrading of Luohu Related to

2500000.00135869.552364130.45

District in 2021 - assets

support subsidy for

Environmental

Protection Buildings

Subsidy income of

consumption

promotion support Related to

4590000.00341808.534248191.47

projects of Shenzhen assets

Municipal Bureau of

Commerce in 2020

Subtotal 131102.38 12090000.00 1985771.17 10235331.21

The deferred income of the current period increased by 7707.13% which is due to the increase of

government subsidy funds received by the company.

5.33 Share capital

Items Opening balance Movements Closing Balance

220深圳市特力(集团)股份有限公司2021年年度报告全文

Issue of Bonus Reserve transferred

Others Subtotal

new shares shares to shares

Total shares 431058320.00 431058320.00

5.34 Capital reserves

Items 31 Dec 2020 Increase Decrease 31 Dec 2021

Capital premium (Share

425768053.35425768053.35

premium)

Other capital reserve 5681501.16 5681501.16

Total 431449554.51 431449554.51

5.35 Other comprehensive income

Current period cumulative

Less: OCI Less: OCI Attributabl

Current

carried carried e to

Opening period Less: Attributabl Closing

Items forward forward non-control

balance cumulative income e to parent balance

transferred transferred ling

before tax company

to profit or to retained shareholder

income tax

loss earnings s

OCI that cannot be

reclassified into

profit or loss

OCI to be

reclassified

26422.0026422.00

subsequently to

profit or loss

Including: Other

comprehensive

income to be

26422.0026422.00

transferred to profit

or loss under equity

method

Total 26422.00 26422.00

221深圳市特力(集团)股份有限公司2021年年度报告全文

5.36 Surplus reserve

Items Opening balance Increase Decrease Closing balance

Statutory surplus reserve 23848485.62 2697994.47 26546480.09

Total 23848485.62 2697994.47 26546480.09

The increase of surplus reserve in the current period is that the company withdraws the statutory

surplus reserve at 10% of the current net profit in accordance with the relevant provisions of the

Company Law and the articles of association.

5.37 Retained earnings

Current period Preceding period

Items

cumulative comparative

Balance before adjustment at the end of preceding

424141893.34387423510.78

period

Add: Increase due to adjustment (or less: decrease)

Opening balance after adjustment 424141893.34 387423510.78

Add: Net profit attributable to owners of the parent

131020764.3857663828.89

company

Less: Appropriation of statutory surplus reserve 2697994.47 2840996.89

Ordinary share dividend payable 8621166.40 18104449.44

Closing balance 543843496.85 424141893.34

5.38 Operating revenue/Operating cost

20212020

Items

Revenue Costs of sales Revenue Costs of sales

Principal activities 498882949.81 350429078.94 416306597.14 316547493.71

Other activities 9637076.37 2500636.87 8112606.20 2713707.88

Total 508520026.18 352929715.81 424419203.34 319261201.59

(a) Revenue from principal activities (by industry or business)

20212020

Industry (business)

Revenue Costs of sales Revenue Costs of sales

222深圳市特力(集团)股份有限公司2021年年度报告全文

20212020

Industry (business)

Revenue Costs of sales Revenue Costs of sales

Auto Sales 194373092.47 184509794.34 204928883.35 191680818.07

Auto Maintenance &

48568032.6838760088.9341913088.2432521898.98

Inspection

Lease and Service 196537676.90 71382659.79 134609167.52 57587615.11

Jewelry Sales and Service 59404147.76 55776535.88 34855458.03 34757161.55

Total 498882949.81 350429078.94 416306597.14 316547493.71

(b) Revenue from principal activities (by sales model)

20212020

Model

Revenue Costs of sales Revenue Costs of sales

Direct Sales 498882949.81 350429078.94 416306597.14 316547493.71

Agent Sales

Total 498882949.81 350429078.94 416306597.14 316547493.71

(c) Revenue from principal activities (by region)

20212020

Region

Revenue Costs of sales Revenue Costs of sales

Shenzhen 498882949.81 350429078.94 399343292.94 300537120.26

Sichuan 16963304.20 16010373.45

Total 498882949.81 350429078.94 416306597.14 316547493.71

(d) Revenue breakdown information

2021

Auto Total

Items Lease and Jewelry Sales

Auto Sales Maintenance &

Service and Service

Inspection

By revenue

recognition time

Goods(transferred 194373092.47 48568032.68 52274733.85 295215859.00

223深圳市特力(集团)股份有限公司2021年年度报告全文

2021

Auto Total

Items Lease and Jewelry Sales

Auto Sales Maintenance &

Service and Service

Inspection

at a certain point

of time)

Service(provided

within a certain 196537676.90 7129413.91 203667090.81

period of time)

Total 194373092.47 48568032.68 196537676.90 59404147.76 498882949.81

5.39 Taxes and Surcharges

Items 2021 2020

City construction tax 882815.10 588739.23

Educational surcharge 584610.52 236564.31

Local educational surcharge 33729.65 157709.54

Resource tax 434087.33 386763.32

Property tax 4644257.53 2376613.48

Land use tax 358823.13 352296.47

Vehicle and vessel usage tax 5772.92 5791.06

Total 6944096.18 4104477.41

Taxes and surcharges in this year increased by 69.18% over the previous year mainly due to the corresponding increase in

value-added tax and the reduction of real estate tax in the previous year but not in this year.

5.40 Sales Expenses

Items 2021 2020

Employee benefits 13380126.45 8887537.69

Advertising promotion expense 2129375.71 2138496.21

Depreciation and amortization 4745548.04 2001011.81

Utility 1052593.95 1065923.75

Material consumption 149556.88 65067.01

224深圳市特力(集团)股份有限公司2021年年度报告全文

Office expense 460348.34 675305.56

Business hospitality 437073.34 331419.91

Other 4823552.32 2550370.49

Total 27178175.03 17715132.43

The sales expenses of this year increased by 53.42% over the previous year mainly due to the establishment of the subsidiary

Shenzhen jewelry industry Service Co. Ltd. in August 2020 with a year-on-year increase of 8 months’expenses; Asset depreciation

and amortization expenses increased.

5.41 General and Administrative Expenses

Items 2021 2020

Employee benefits 34350624.60 25671670.92

Consultation and service expenses 5599656.73 7196540.38

Depreciation and amortization 3658728.08 3107517.18

Office expenses 534671.21 1574023.34

Business hospitality expenses 411497.26 280305.45

Advertising promotion expenses 206020.49 911387.33

Travel expenses 107532.98 127650.74

Other 2282585.34 1115148.73

Total 47151316.69 39984244.07

5.42 Financial costs

Items 2021 2020

Interest Expenses 2253915.94 1042694.54

Less: interest income 6538484.64 4473218.76

Exchange gains and losses -236196.60 -132748.11

Other 249883.56 257388.65

Total -4270881.74 -3305883.68

5.43 Other Income

Items 2021 2020 Related to assets /income

1. Government grant recognized in 2923779.58 1522079.42

225深圳市特力(集团)股份有限公司2021年年度报告全文

Items 2021 2020 Related to assets /income

other income

Including: Government grant related

1985771.17 8297.62 Related to assets/income

to deferred income (related to assets)

Government grant directly

938008.41 1513781.80 Related to income

recognized in current profit or loss

2. Others related to daily operation

activities and recognized in other 46275.77 44839.26

income

Including: Charges of withholding

46275.7744839.26

individual income tax

Total 2970055.35 1566918.68

5.44 Investment Income

Items 2021 2020

Investment income from long-term equity investments

17874805.3214962411.52

under equity method

Gains on disposal of long-term equity investments 66495901.16 1

Investment income from financial assets at fair value

9409600.298495993.07

through profit or loss during holding period

Including: financial assets measured at fair value with

9409600.298495993.07

changes included in current profits and losses

Investment in other equity instruments

Total 93780306.77 23458405.59

The annual investment income increased by 299.77% over the previous year mainly due to the impact of the company's disposal of

the long-term equity investment of Shenzhen Dongfeng Motor Co. Ltd.

5.45 Gains from Changes in Fair Values

Sources of gains on changes in fair value 2021 2020

Held-for-trading financial assets 663932.88 316475.19

Including: Changes in fair value of designated as 663932.88 316475.19

226深圳市特力(集团)股份有限公司2021年年度报告全文

held-for-trading financial assets

Total 663932.88 316475.19

The gains from changes in fair value this year increased by 109.79% over the previous year mainly due to the increase in the balance

of unrecovered trading financial assets at the end of the year and the corresponding increase in changes in fair value.

5.46 Impairment Loss of Credit

Items 2021 2020

Bad debt of notes receivable 22957.54 934154.48

Bad debt of other receivables 15171.74 594593.53

Total 38129.28 1528748.01

This year's credit impairment loss decreased by 97.51% compared with the previous year mainly due to the reversal of the original

bad debt provision due to the recovery of receivables in the previous year and other reasons.

5.47 Impairment Loss of Asset

Items 2021 2020

Impairment of inventories -812607.69 -23818.95

Other impairment loss of assets

Total -812607.69 -23818.95

This year's asset impairment loss decreased by 3311.60% compared with the previous year mainly due to the provision for inventory

falling price for the part where the net realizable value of the inventory vehicles at the end of the period is lower than the book value.

5.48 Gains/ (losses) from Disposal of Assets

Items 2021 2020

Gains/(losses) from disposal of fixed assets construction in

progress productive biological assets and intangible assets 158228.49

not classified as held for sale

Including: Fixed assets 158228.49

Total 158228.49

5.49 Non-operating Income

Recognized in current

Items 2021 2020

extraordinary gains and

227深圳市特力(集团)股份有限公司2021年年度报告全文

losses

Gains from damage and

132.742919.56132.74

retirement of non-current assets

Gains from inability to pay the

497187.91

proceeeds

Other 767922.91 2789050.65 767922.91

Total 768055.65 3289158.12 768055.65

5.50 Non-operating Expenses

Recognized in current

Items 2021 2020

extraordinary gains and losses

Loss from damage and

15256.3028814.2115256.30

retirement of non-current assets

Fines and expenses from breach

22246.8543127.4922246.85

of contract

Other 20810.00

Total 37503.15 92751.70 37503.15

5.51 Income Tax Expenses

(a) Details of income tax expenses

Items 2021 2020

Current tax expenses 44415716.95 16683064.79

Deferred tax expenses 962316.56 160140.29

Previous tax expenses -1314362.80 -445268.53

Total 44063670.71 16397936.55

(b) Reconciliation of accounting profit and income tax expenses

Items 2021 2020

Profit before tax 176116201.79 76703166.46

Income tax expense at the statutory /applicable tax rate 44029050.45 19175791.62

Effect of different tax rate of subsidiaries -189450.83 -96771.41

228深圳市特力(集团)股份有限公司2021年年度报告全文

Items 2021 2020

Adjustments of impact from prior period income tax -1314362.80 -445268.53

Long term equity investment income and equity

-1558503.52-3740602.88

instrument investment income

Effect of non-deductible costs expenses or losses 1296846.61 409611.27

Effect of previously unrecognized deductible losses

-597396.47-372335.43

recognized as deferred tax assets

Effect of deductible temporary differences and deductible

2397487.272222449.90

losses not recognized as deferred tax assets

Other (the impact of small low profit enterprises on the

reduction of taxable income and the expected balance of -754937.99

liabilities at the end of the period)

Income tax expenses 44063670.71 16397936.55

5.52 Other Comprehensive Income

For details of net amount after tax of the other comprehensive income please refer to Note 5.35 Other Comprehensive Income for

details.

5.53 Notes to the Statement of Cash Flow

(a) Other cash received relating to operating activities

Items 2021 2020

Security deposit 4054933.66 7335328.03

Interest income 3827201.61 3015893.77

Government subsidies received 13028008.41 1513781.80

Other income received 46275.77 44839.26

Current account and others 3026161.94 4209581.52

Total 23982581.39 16119424.38

(b) Other cash payments relating to operating activities

Items 2021 2020

Cash expenses 18020425.99 16559142.10

Security deposit 121671.39 441713.29

229深圳市特力(集团)股份有限公司2021年年度报告全文

Fines and expenses from breach of contract 22246.85 63937.49

Current account and others 436758.81

Total 18164344.23 17501551.69

(c) Other cash received relating to investing activities

Items 2021 2020

Performance bond for equity transfer

50000000.00

received

Other 1931753.79 69962.11

Total 1931753.79 50069962.11

(d) Other cash received relating to financing activities

Items 2021 2020

Loans from non-financial institutions 24800000.00

Total 24800000.00

(e) Other cash payments relating to financing activities

Items 2021 2020

Repayment of loans from non-financial

24800000.00

institution

Withdrawal of minority shareholders'

50000000.00

capital*

Interest on performance bond of equity

2893150.68

transfer

Pay principal and interest on lease liabilities 3380669.67

Total 52893150.68 24800000.00

*Note: It refers to the principal refunded to shareholders according to the resolution of the liquidation group meeting during the

liquidation of Sichuan Tellus jewelry Technology Co. Ltd.

5.54 Supplementary Information to the Statement of Cash Flows

(a) Supplementary information to the statement of cash flows

Supplementary information 2021 2020

230深圳市特力(集团)股份有限公司2021年年度报告全文

Supplementary information 2021 2020

(i) Adjustments of net profit to cash flows

from operating activities:

Net profit 132052531.08 60305229.91

Add: Provisions for impairment of assets 812607.69 23818.95

Impairment Loss of Credit -38129.28 -1528748.01

Depreciation of fixed assets Investment

Properties oil and gas asset and productive 30459581.08 27990380.00

biological assets

Depreciation of right of use assets 2976277.13

Amortization of intangible assets 2377422.39 534789.66

Amortization of long-term deferred

7323714.293169898.43

expenses

Losses / (gains as‘-’) on disposal of fixed

assets intangible assets and other long-term -143104.93 25894.65

assets

Losses / (gains as ‘ -’ ) on scrapping of

fixed assets

Losses / (gains as ‘-’) on changes in fair

-663932.88-316475.19

value

Finance costs / (income as ‘-’) -693563.69 -547378.56

Investment losses / (income as ‘-’) -93780306.77 -23458405.59

Decreases / (increases as ‘-’) in deferred

-728.93160140.29

tax assets

Increases / (decreases as ‘-’) in deferred

963045.49

tax liabilities

Decreases / (increases as‘-’) in inventories -4167852.80 -713896.05

Decreases / (increases as ‘-’) in operating

-12856907.7189142199.52

receivables

Increases /(decreases as ‘-’) in operating

61991082.74-45682145.13

payables

231深圳市特力(集团)股份有限公司2021年年度报告全文

Supplementary information 2021 2020

Others

Net cash flows from operating activities 126611734.90 109105302.88

(ii)Significant investing and financing

activities not involving cash receipts and

payments:

Conversion of debt into capital

Convertible corporate bonds maturing

within one year

Fixed assets acquired under finance leases

(iii)Net increases in cash and cash

equivalents:

Cash at the end of the reporting period 211655585.86 208462656.63

Less: Cash at the beginning of the reporting

208462656.63400668257.81

period

Add: Cash equivalents at the end of the

reporting period

Less: Cash equivalents at the beginning of

the reporting period

Net increase in cash and cash equivalents 3192929.23 -192205601.18

(b) The components of cash and cash equivalents

Items 31 December 2021 31 December 2020

(i) Cash 211655585.86 208462656.63

Including: Cash on hand 36941.24 20542.55

Cash in bank available for

211618644.62208442114.08

immediate use

Other monetary funds

available for immediate use

(ii) Cash equivalents

Including: Bond investments maturing

232深圳市特力(集团)股份有限公司2021年年度报告全文

within three months

(iii) Cash and cash equivalents at the

211655585.86208462656.63

end of the reporting period

Including: Restricted cash and cash

equivalents of the parent Company and

the subsidiaries of the group

5.55 Restricted Assets

Items Carrying amount at 31 Reason

December 2021

Cash and cash equivalents Please refer to Note 5.1 for

28926471.30

details

Intangible assets 46421231.01 Bank loan mortgage

Total 75347702.31

5.56 Foreign Currency Monetary Items

(a) Foreign currency monetary items at 31 December 2021:

Carrying amount at foreign Carrying amount at

Items Exchange rate

currency CNY

Cash and cash equivalents

Including: USD 31536.09 6.3757 201064.65

HKD 12635.94 0.8176 10331.15

Total 211395.80

5.57 Government Grants

(a) Government grants related to assets

Recognized in current profit or Presented items that

Items presented

loss or directly as deduct of recognized in current

in the statement

Items Amount related cost profit or loss or

of financial

directly as deduct of

position 2021 2020

related cost

Subsidy from Futian 131102.38 Deferred income 19914.29 8297.62 Other income

233深圳市特力(集团)股份有限公司2021年年度报告全文

Recognized in current profit or Presented items that

Items presented

loss or directly as deduct of recognized in current

in the statement

Items Amount related cost profit or loss or

of financial

directly as deduct of

position 2021 2020

related cost

District Old Elevator

Renovation Working

Group for elevator renewal

Luohu District 2021

special fund for industrial

transformation and 4590000.00 Deferred income 341808.53 Other income

upgrading - Industrial

Service Platform Project

Special fund for industrial

transformation and

upgrading of Luohu

4017501.99 Deferred income 505680.79 Other income

District in 2021 - support

subsidy for Environmental

Protection Buildings

Subsidy income of

consumption promotion

support projects of

2500000.00 Deferred income 135869.55 Other income

Shenzhen Municipal

Bureau of Commerce in

2020

Total 11238604.37 1003273.16 8297.62

(b) Government grants related to income

Recognized in current profit Presented items that

Items presented

or loss or directly as deduct recognized in current

in the statement

Items Amount of related cost profit or loss or

of financial

directly as deduct of

position 2021 2020

related cost

234深圳市特力(集团)股份有限公司2021年年度报告全文

Recognized in current profit Presented items that

Items presented

or loss or directly as deduct recognized in current

in the statement

Items Amount of related cost profit or loss or

of financial

directly as deduct of

position 2021 2020

related cost

Depreciation of right of use

assets 2021 Luohu District

special fund for industrial

982498.01 Deferred income 982498.01 Other income

transformation and

upgrading - Industrial

Service Platform Project

Subsidies for vocational

training based on work 104650.00 N/A 104650.00 Other income

instead of training

Special fund for foreign

300000.00 N/A 300000.00 Other income

trade upgrading

Special subsidies for

162831.86 N/A 162831.86 Other income

automobile dealers

Subsidy for the purchase of

old vehicles for new

353982.30 N/A 353982.30 Other income

vehicles by the Bureau of

Commerce

Job stabilization subsidy 16544.25 N/A 16544.25 29480.01 Other income

Total 1920506.42 1920506.42 29480.01

Note 6. CHANGES IN THE SCOPE OF CONSOLIDATION

6.1 The Scope of Consolidation Increased

Ways to Date of

Acquisition Interest

Name of the acquirees acquire the acquiring the

costs acquired (%)

equity interests equity interests上海泛粤钻石有限公司

Newly establish June 2021 1000000.00 100

(Shanghai fanyue

235深圳市特力(集团)股份有限公司2021年年度报告全文

diamond Co. Ltd. *)

6.2 The Scope of Consolidation Decreased

Name of the acquirees Date of liquidation四川特力珠宝科技有限公司

August 2021

(Sichuan Tellus Jewelry Technology Co. Ltd. *)安徽特力星光珠宝投资有限公司

March 2021

(Anhui Tellus Seon Jewelry Investment Co. Ltd. *)安徽特力星光金尊珠宝有限公司

January 2021

(Anhui Tellus Seon Jinzun Jewelry Co. Ltd*)

Note 7. INTERESTS IN OTHER ENTITIES

7.1 Interests in Subsidiaries

(a) Composition of corporate group

Percentage of equity

Principal Ways of

Registered Nature of interests by the Company

Name of subsidiary place of acquisitio

Address business (%)

business n

Direct Indirect深圳市特力新永通汽车发展

有 限 公 司 (Shenzhen Tellus

Shenzhen Shenzhen Commercial 100.00 Set up

Xinyongtong Automobile

Development Co. Ltd.*)深圳市宝安石泉实业有限公

司(Shenzhen Bao’an Shiquan Shenzhen Shenzhen Commercial 100.00 Set up

Industrial Co. Ltd.*)深圳市特发特力房地产有限

公 司 (Shenzhen SDG Tellus Shenzhen Shenzhen Commercial 100.00 Set up

Real Estate Co. Ltd.*)深圳市特力创盈科技有限公

司 (Shenzhen Tellus Shenzhen Shenzhen Commercial 100.00 Set up

Chuangying Technology Co.

236深圳市特力(集团)股份有限公司2021年年度报告全文

Percentage of equity

Principal Ways of

Registered Nature of interests by the Company

Name of subsidiary place of acquisitio

Address business (%)

business n

Direct Indirect

Ltd.*)深圳市新永通机动车检测设

备 有 限 公 司 (Shenzhen

Xinyongtong Auto Vehicle Shenzhen Shenzhen Commercial 51.00 Set up

Inspection Equipment Co.Ltd.*)深圳市汽车工业贸易有限公

司 (Shenzhen Automobile Shenzhen Shenzhen Commercial 100.00 Set up

Industry and Trade Co. Ltd.*)深圳市汽车工业供销公司

(Shenzhen Automobile

Shenzhen Shenzhen Commercial 100.00 Set up

Industry Supply and

Marketing Co. Ltd.*)深圳特发华日汽车企业有限

公 司 (Shenzhen SDG Huari

Shenzhen Shenzhen Commercial 60.00 Set up

Automobile Enterprise Co.Ltd.*)深圳市华日安信汽车检测有

限 公 司 (Shenzhen Huari

Shenzhen Shenzhen Commercial 100.00 Set up

Anxin Automobile Inspection

Co. Ltd.*)深圳市中天实业有限公司

(Shenzhen Zhongtian Shenzhen Shenzhen Commercial 100.00 Set up

Industrial Co. Ltd.*)深圳市华日丰田汽车销售服

务有限公司(Shenzhen Huari Shenzhen Shenzhen Commercial 60.00 Set up

Toyota Auto Sales Service

237深圳市特力(集团)股份有限公司2021年年度报告全文

Percentage of equity

Principal Ways of

Registered Nature of interests by the Company

Name of subsidiary place of acquisitio

Address business (%)

business n

Direct Indirect

Co. Ltd.*)深圳市特力宝库供应链科技

有 限 公 司 (Shenzhen Tellus

Shenzhen Shenzhen Commercial 100.00 Set up

Baoku Supply Chain

Technology Co. Ltd.*)深圳珠宝产业服务有限公司

(Shenzhen Jewelry Industry Shenzhen Shenzhen Commercial 65.00 Set up

Service Co. Ltd.*)上海泛粤钻石有限公司

(Shanghai fanyue diamond Shanghai Shanghai Commercial 100.00 Set up

Co. Ltd. *)

(b) Significant non-wholly owned subsidiaries

Proportion of Profit or loss Dividends declared

ownership interest attributable to non- to distribute to Non-controlling

Name of subsidiary held by non- controlling non-controlling interests at the end of the

controlling interests during the interests during the reporting period

interests reporting period reporting period深圳市华日丰田汽车销售服务有限公司

40365763.524473770.51

(Shenzhen Huari Toyota

Auto Sales Co. Ltd.*)深圳特发华日汽车企业

有 限 公 司 (Shenzhen

401548901.1812503876.14

Huari Toyota Auto Sales

Service Co. Ltd.*)

(c) Main financial information of significant non-wholly owned subsidiaries

238深圳市特力(集团)股份有限公司2021年年度报告全文

31 December 2021

Name of subsidiary Non-current Current Non-current Total

Current assets Total assets

assets liabilities liabilities liabilities深圳市华日丰田汽车销售

服务有限公司 (Shenzhen

85290018.335005912.1290295930.4579111504.1879111504.18

Huari Toyota Auto Sales

Co. Ltd.*)深圳特发华日汽车企业有

限 公 司 (Shenzhen Huari

61681938.5820655893.7882337832.3650835836.9950835836.99

Toyota Auto Sales Service

Co. Ltd.*)

(Continued)

31 December 2020

Name of subsidiary Non-current Current Non-current Total

Current assets Total assets

assets liabilities liabilities liabilities深圳市华日丰田汽车销售

服务有限公司 (Shenzhen

67507256.676694509.1774201765.8463931748.3663931748.36

Huari Toyota Auto Sales

Co. Ltd.*)深圳特发华日汽车企业有

限 公 司 (Shenzhen Huari

52641986.3022198318.3574840304.6547302867.2547302867.25

Toyota Auto Sales Service

Co. Ltd.*)

2021

Total

Name of subsidiary Net cash flows from

Revenue Net profit/(loss) comprehensive

operating activities

income深圳市华日丰田汽车销售服

务有限公司(Shenzhen Huari 245772043.22 914408.79 914408.79 -11521597.56

Toyota Auto Sales Co. Ltd.*)

239深圳市特力(集团)股份有限公司2021年年度报告全文

2021

Total

Name of subsidiary Net cash flows from

Revenue Net profit/(loss) comprehensive

operating activities

income深圳特发华日汽车企业有限

公司(Shenzhen Huari Toyota

39729074.813964557.973964557.977232060.46

Auto Sales Service Co.Ltd.*)

(Continued)

2020

Total Net cash flows

Name of subsidiary

Revenue Net profit/(loss) comprehensive from operating

income activities深圳市华日丰田汽车销售服务有限公司

250984420.936074051.066074051.064948345.76

(Shenzhen Huari Toyota

Auto Sales Co. Ltd.*)深圳特发华日汽车企业

有限公司(Shenzhen Huari

34313269.533132604.243132604.244440264.62

Toyota Auto Sales Service

Co. Ltd.*)

7.2 Interests in Joint Arrangements or Associates

(a) Significant joint ventures or associates

Proportion of equity interests Measurement

Principal place Registered Nature of

Company name by the Company (%) methods

of business address business

Direct Indirect

Joint ventures深圳特力吉盟投资有

Investment Accounting

限 公 司 (Shenzhen

Shenzhen Shenzhen in 50.00 by equity

Tellus Jimeng

industries method

Investment Co.

240深圳市特力(集团)股份有限公司2021年年度报告全文

Ltd.*)

Associates深圳市仁孚特力汽车

服 务 有 限 公 司 Accounting

Mercedes

(Shenzhen Renfu Shenzhen Shenzhen 35.00 by equity

Benz sales

Tellus Automobiles method

Service Co. Ltd.*)

(b) Main financial information of the significant joint ventures

31 Dec 2021/2021 31 Dec 2020/2020

深圳特力吉盟投资有限公司深圳特力吉盟投资有限公司

Items

(Shenzhen Tellus Jimeng (Shenzhen Tellus Jimeng

Investment Co. Ltd.*) Investment Co. Ltd.*)

Current assets 45816920.84 37797029.81

Including: Cash and cash

41913040.8734281101.96

equivalents

Non-current assets 366402308.03 360906421.80

Total assets 412219228.87 398703451.61

Current liabilities 39971747.31 27947969.41

Non-current liabilities 277266000.00 295422000.00

Total liabilities 317237747.31 323369969.41

Non-controlling interests

Total owner’s equity attributable to

94981481.5675333482.20

parent Company

Share of net assets calculated at the

47490740.7837666741.13

proportion of equity interests

Adjustment matters

—Goodwill

241深圳市特力(集团)股份有限公司2021年年度报告全文

31 Dec 2021/2021 31 Dec 2020/2020

深圳特力吉盟投资有限公司深圳特力吉盟投资有限公司

Items

(Shenzhen Tellus Jimeng (Shenzhen Tellus Jimeng

Investment Co. Ltd.*) Investment Co. Ltd.*)

—Unrealized profit from intragroup

transaction

—Others

Carrying amount of investment in

47490740.7837666741.13

the joint venture

Fair value of publicly quoted equity

investment in joint venture

Revenue 94989415.30 87082384.96

Finance expenses 15467775.34 15850179.92

Income tax expenses 6647599.75 6905938.48

Net profit/(loss) 19647999.36 21022715.25

Net profit from discontinued

operations

Other comprehensive income

Total comprehensive income 19647999.36 21022715.25

Dividends received from the joint

8000000.00

venture

(c) Main financial information of significant associates

Items 31 Dec 2021/2021 31 Dec 2020/2020

242深圳市特力(集团)股份有限公司2021年年度报告全文

深圳市仁孚特力汽车服务深圳市仁孚特力汽车服务深圳东风汽车

有限公司(Shenzhen Renfu 有限公司(Shenzhen Renfu 有限公司

Tellus Automobiles Service Tellus Automobiles Service (Shenzhen

Co. Ltd.*) Co. Ltd.*) Dongfeng

Automobile Co.Ltd.*)

Current Assets 134921582.03 214297861.00 378483991.85

Non-current assets 33583787.31 23368404.54 172244888.77

Total assets 168505369.34 237666265.54 550728880.62

Current liabilities 80369170.77 141645848.00 344958726.39

Non-current liabilities 9942186.16 65583477.43

Total liabilities 90311356.93 141645848.00 410542203.82

Non-controlling

-14510815.59

interests

Total owner’s equity

attributable to parent 78194012.41 96020417.54 154697492.39

Company

Share of net assets

calculated at the

27367904.3433607146.1438674373.09

proportion of equity

interests

Adjustment matters

—Goodwill

— Unrealized profit

from intragroup

transaction

—Others

Carrying amount of

27367904.3433607146.1438674373.09

investment in the

243深圳市特力(集团)股份有限公司2021年年度报告全文

31 Dec 2021/2021 31 Dec 2020/2020

深圳市仁孚特力汽车服务深圳市仁孚特力汽车服务深圳东风汽车

有限公司(Shenzhen Renfu 有限公司(Shenzhen Renfu 有限公司

Items Tellus Automobiles Service Tellus Automobiles Service (Shenzhen

Co. Ltd.*) Co. Ltd.*) Dongfeng

Automobile Co.Ltd.*)

associate

Fair value of publicly

quoted equity

investment in

associate

Revenue 1196335565.98 1247864433.00 399893712.73

Net profit/(loss) 26521546.61 30838325.75 -26791281.02

Net profit from

discontinued

operations

Other comprehensive

income

Total comprehensive

26521546.6130838325.75-26791281.02

income

Dividends received

14000000.0010500000.00

from the associate

(d) Summarized financial information about insignificant joint ventures and associates

31 December 2021/2021 31 December 2020/2020

Joint venture:

244深圳市特力(集团)股份有限公司2021年年度报告全文

Total carrying amount of investments 13452222.35 12697424.88

The aggregate amount of below items

calculated based on proportion of equity

interests:

—Net profit/(loss) 1174566.00 1365105.69

—Other comprehensive income

—Total comprehensive income 1174566.00 1365105.69

Associate:

Total carrying amount of investments 995270.33

The aggregate amount of below items

calculated based on proportion of equity

interests:

—Net profit/(loss) -4655318.50

—Other comprehensive income

—Total comprehensive income -4655318.50

(e) Excess deficit in joint ventures or associates

Cumulative Unrecognized profit in the

Cumulative

Name of joint ventures or unrecognized loss reporting period (or share of

unrecognized loss at 31

associates at 31 December net profit in the reporting

December 2021

2020 period)

深圳特力汽车服务连锁有

限 公 司 (Shenzhen Tellus

98865.2698865.26

Automobile Services Chain

Co. Ltd.*)深圳市永通信达检测设备

有限 责任 公司 (Shenzhen

1176212.731176212.73

Yongtong Xinda Inspection

Equipment Co. Ltd.*)

245深圳市特力(集团)股份有限公司2021年年度报告全文

Note 8. RISKS RELATED TO FINANCIAL INSTRUMENTS

Risks related to the financial instruments of the Company arise from the recognition of various financial assets and financial

liabilities during its operation including credit risk liquidity risk and market risk.Management of the Company is responsible for determining risk management objectives and policies related to financial instruments.Operational management is responsible for the daily risk management through functional departments (e.g. credit management

department of the Company reviews each credit sale). Internal audit department is responsible for the daily supervision of

implementation of the risk management policies and procedures and report their findings to the audit committee in a timely manner.Overall risk management objective of the Company is to establish risk management policies to minimize the risks without unduly

affecting the competitiveness and resilience of the Company.

8.1 Credit Risk

Credit risk is the risk of one party of the financial instrument face to a financial loss because the other party of the financial

instrument fails to fulfill its obligation. The credit risk of the Company is related to cash and equivalent notes receivable accounts

receivables other receivables and long-term receivables. Credit risk of these financial assets is derived from the counterparty’ s

breach of contract. The maximum risk exposure is equal to the carrying amount of these financial instruments.Cash and cash equivalent of the Company has lower credit risk as they are mainly deposited in such financial institutions as

commercial bank of which the Company thinks with higher reputation and financial position.For notes receivable other receivables and long-term receivables the Company establishes related policies to control their credit risk

exposure. The Company assesses credit capability of its customers and determines their credit terms based on their financial position

possibility of the guarantee from third party credit record and other factors (such as current market status etc.). The Company

monitors its customers’ credit record periodically and for those customers with poor credit record the Company will take measures

such as written call shortening or cancelling their credit terms so as to ensure the overall credit risk of the Company is controllable.(i) Determination of significant increases in credit risk

The Company assesses at each reporting date as to whether the credit risk on financial instruments has increased significantly since

initial recognition. When the Company determines whether the credit risk has increased significantly since initial recognition it

considers based on reasonable and supportable information that is available without undue cost or effort including quantitative and

qualitative analysis of historical information external credit ratings and forward-looking information. The Company determines the

changes in the risk of a default occurring over the expected life of the financial instrument through comparing the risk of a default

occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the

date of initial recognition based on individual financial instrument or a group of financial instruments with the similar credit risk

characteristics.

246深圳市特力(集团)股份有限公司2021年年度报告全文

When met one or more of the following quantitative or qualitative criteria the Company determines that the credit risk on financial

instruments has increased significantly: the quantitative criteria applied mainly because as at the reporting date the increase in the

probability of default occurring over the lifetime is more than a certain percentage since the initial recognition; the qualitative criteria

applied if the debtor has adverse changes in business and economic conditions early warning list of customer and etc.(ii) Definition of credit-impaired financial assets

The criteria adopted by the Company for determination of credit impairment are consistent with internal credit risk management

objectives of relevant financial instruments in considering both quantitative and qualitative indicators.When the Company assesses whether the debtor has incurred the credit impairment the main factors considered are as following:

Significant financial difficulty of the issuer or the borrower; a breach of contract e.g. default or past-due event; a lender having

granted a concession to the borrower for economic or contractual reasons relating to the borrower’ s financial difficulty that the

lender would not otherwise consider; the probability that the borrower will enter bankruptcy or other financial re-organisation; the

disappearance of an active market for the financial asset because of financial difficulties of the issuer or the borrower; the purchase or

origination of a financial asset at a deep discount that reflects the incurred credit losses.(iii) The parameter of expected credit loss measurement

The Company measures impairment provision for different assets with the expected credit loss of 12-month or the lifetime based on

whether there has been a significant increase in credit risk or credit impairment has occurred. The key parameters for expected credit

loss measurement include default probability default loss rate and default risk exposure. The Company sets up the model of default

probability default loss rate and default risk exposure in considering the quantitative analysis of historical statistics (such as

counterparties’ ratings guarantee method and collateral type repayment method etc.) and forward-looking information.Relevant definitions are as following:

Default probability refers to the probability of the debtor will fail to discharge the repayment obligation over the next 12 months or

the entire remaining lifetime;

Default loss rate refers to the Company's expectation of the loss degree of default risk exposure. The default loss rate varies

depending on the type of counterparty recourse method and priority and the collateral. The default loss rate is the percentage of the

risk exposure loss when default has occurred and it is calculated over the next 12 months or the entire lifetime;

The default risk exposure refers to the amount that the Company should be repaid when default has occurred in the next 12 months or

the entire lifetime. Both the assessment of significant increase in credit risk of forward-looking information and the calculation of

expected credit losses involve forward-looking information. Through historical data analysis the Company identifies key economic

indicators that have impact on the credit risk and expected credit losses for each business.The maximum exposure to credit risk of the Company is the carrying amount of each financial asset in the statement of financial

247深圳市特力(集团)股份有限公司2021年年度报告全文

position. The Company does not provide any other guarantees that may expose the Company to credit risk.

8.2 Liquidity Risk

Liquidity risk is the risk of shortage of funds when fulfilling the obligation of settlement by delivering cash or other financial assets.The Company is responsible for the capital management of all of its subsidiaries including short-term investment of cash surplus and

dealing with forecasted cash demand by raising loans. The Company’s policy is to monitor the demand for short-term and long-term

floating capital and whether the requirement of loan contracts is satisfied so as to ensure to maintain adequate cash and cash

equivalents.As at 31 December 2021 the maturity profile of the Company’s financial liabilities is as follows:

31 December 2021

Items

Within 1 year 1-2 years 2-3 years Above 3 years

Accounts payable 69318035.89

Other payables 112617963.65

Non-current liabilities due

3021452.25

within one year

Long-term loans 3644467.25 4609457.14 5967792.71 118790550.21

Long-term payables 3920160.36

Lease liabilities 1829520.13 1684781.03 960241.93

Total 192522079.40 6438977.27 7652573.74 119750792.14

(Continued)

31 December 2020

Items

Within 1 year 1-2 years 2-3 years Above 3 years

Accounts payable 76583166.53

Other payables 158617678.97

Long-term loans 469213.89 469213.89 774906.74 14207964.22

Long-term payables 3920160.36

Total 239590219.75 469213.89 774906.74 14207964.22

8.3 Market Risk

(a) Foreign currency risk

Foreign currency risk is the risk arising from changes in fair value or future cash flows of financial instrument resulted from changes

248深圳市特力(集团)股份有限公司2021年年度报告全文

in exchange rate. The Company is mainly operated in mainland China whose main activities are denominated in CNY hence the

Company bears insignificant market risk arising from foreign exchange changes.Please refer to Note 5.56 Foreign Currency for details in foreign currency financial assets and liabilities on the balance sheet date.(b) Interest rate risk

Interest rate risk of the Company primarily arises from its long-term interest-bearing debts such as long-term loans and bonds

payables etc. Financial liabilities with floating interest rate make the Company subject to cash flow interest rate risk and financial

liabilities with fixed interest rate make the Company subject to fair value interest rate risk. The Company determines the relative

proportion of the fixed interest contracts and floating interest contracts based on the current market environment.Finance department of the Company’s headquarter monitors interest rate of the group continuously. Increase of the interest rate will

result in the increase of the cost of new interest-bearing debts and the interest expense of the unpaid interest-bearing debts with

floating rate and subsequently lead to significant negative impact on the financial performance of the Company. The management

makes adjustment in accordance with the update market condition in a timely manner.Note 9. FAIR VALUE DISCLOSURES

The inputs used in the fair value measurement in its entirety are to be classified in the level of the hierarchy in which the lowest level

input that is significant to the measurement is classified.Level 1: Inputs consist of unadjusted quoted prices in active markets for identical assets or liabilities

Level 2: Inputs for the assets or liabilities (other than those included in Level 1) that are either directly or indirectly observable.Level 3: Inputs are unobservable inputs for the assets or liabilities

9.1 Assets and Liabilities Measured at Fair Value at 31 December 2021

Fair value at 31 December 2021

Items

Level 1 Level 2 Level 3 Total

Recurring fair value measurements

(a) Held-for-trading financial assets 412712843.84 412712843.84

(i) Financial assets designated as at

fair value through profit or loss

Structured deposits and financial

412712843.84412712843.84

products

(b) Other equity instrument investment 10176617.20 10176617.20

Total assets measured at fair value on a

422889461.04422889461.04

recurring basis

The fair value of financial instruments traded in an active market is based on quoted market prices at the reporting date. The fair

249深圳市特力(集团)股份有限公司2021年年度报告全文

value of financial instruments not traded in an active market is determined by using valuation techniques. Specific valuation

techniques used to value the above financial instruments include discounted cash flow and market approach to comparable Company

model. Inputs in the valuation technique include risk-free interest rates benchmark interest rates exchange rates credit spreads

liquidity premiums discount for lack of liquidity.

9.2 Valuation Technique(s) Qualitative and Quantitative Information about the Significant Inputs Used for Fair Value

Measurement in Level 3 on a Recurring or Nonrecurring Basis

The trading financial assets are the structured deposits and financial products purchased. The future cash flow is predicted by the

expected rate of return and the unobservable estimate is the expected rate of return. As the business environment operation and

financial situation of the invested enterprise China Pudong Development Machinery Industry Co. Ltd. have not changed significantly

the Company measures the investment cost as a reasonable estimate of the fair value.Note 10. RELATED PARTIES AND RELATED PARTYTRANSACTIONS

Recognition of related parties: The Company has control or joint control of or exercise significant influence over another party; or

the Company is controlled or jointly controlled or significant influenced by another party.

10.1 General Information of the Parent Company

Percentage of Voting rights

Name of the Registered Registered

Nature of the business equity interests in in the

parent address capital

the Company (%) Company (%)

Shenzhen Real estate development

Shenzhen SDG

and management 4582.82 million 49.09 49.09

Group Co. Ltd.domestic business

(1) Remarks on the parent Company

Shenzhen SDG Group Co. Ltd. was invested by the State-owned Assets Supervision and Administration Commission of the People’

s Government of Shenzhen Municipal (the“Shenzhen SASAC”) and established on August 1 1981. Shenzhen SDG Group Co. Ltd.currently holds a business license with unified social credit code of 91440300192194195C with registered capital of CNY 4582.82

million.

(2) The Company’s ultimate controlling party is Shenzhen SASAC.

10.2 General Information of Subsidiaries

Details of the subsidiaries please refer to Notes 7 INTERESTS IN OTHER ENTITIES.

10.3 Joint Ventures and Associates of the Company

250深圳市特力(集团)股份有限公司2021年年度报告全文

(a) General information of significant joint ventures and associates

Details of significant joint ventures and associates please refer to Notes 7 INTERESTS IN OTHER ENTITIES

(b) Details of other joint ventures or associates trading with or with outstanding to the Company during the reporting period

Name Relationship with the Company

深 圳 市 新 永 通 汽 车 服 务 有 限 公 司 (Shenzhen Associate originally transferred in current

Xinyongtong Dongxiao Automobile Service Co. Ltd.*) period

深圳市特力新永通汽车服务有限公司(Shenzhen Tellus

Associate

Xinyongtong Automobile Service Co. Ltd.*)

深圳市新永通东晓汽车服务有限公司 (Shenzhen Associate originally transferred in

Xinyongtong Dongxiao Automobile Service Co. Ltd.*) previous period

深圳特力汽车服务连锁有限公司 (Shenzhen Tellus

Associate

Automobile Services Chain Co. Ltd.*)

深圳市永通信达检测设备有限责任公司 (Shenzhen

Associate

Yongtong Xinda Inspection Equipment Co. Ltd.*)

深圳市先导新材料有限公司(Shenzhen Xiandao New

Associate

Materials Co. Ltd.*)

深圳市特力行投资有限公司 (Shenzhen Tellus Xing

Joint venture

Investment Co. Ltd.*)

10.4 Other Related Parties of the Company

Name Relationship with the Company

深圳市特发小额贷款有限公司 Holding subsidiary of the parent

(Shenzhen SDG Microfinance Co. Ltd.*) Company

深圳市特发天鹅实业公司 Holding subsidiary of the parent

(Shenzhen SDG Swan Industrial Co. Ltd.*) Company深圳市机械设备进出口公司

Holding subsidiary of the parent

(Shenzhen Machinery and Equipment Import and Export

Company

Co. Ltd.*)

深圳市特发地产有限公司 Holding subsidiary of the parent

(Shenzhen SDG Real Estate Co. Ltd.*) Company

香港裕嘉投资有限公司 Holding subsidiary of the parent

251深圳市特力(集团)股份有限公司2021年年度报告全文

Name Relationship with the Company

(Hong Kong Yujia Investment Co. Ltd.*) Company

深圳市特发工程管理有限责任公司 Holding subsidiary of the parent

(Shenzhen SDG Engineering Management Co. Ltd.*) Company

深圳市特力阳春房地产公司 Holding subsidiary of the parent

(Shenzhen Tellus Yangchun Real Estate Co. Ltd.*) Company

深圳龙岗特力房地产公司 Holding subsidiary of the parent

(Shenzhen Longgang Tellus Real Estate Co. Ltd.*) Company

深圳市特发特力物业管理有限公司 Holding subsidiary of the parent

(Shenzhen SDG Tellus Property Management Co. Ltd.*) Company

深圳市特发服务股份有限公司珠宝园分公司 Holding subsidiary of the parent

(Shenzhen SDG Service Co. Ltd. Jewelry Park Branch*) Company深圳华丽装修家私企业公司

(Shenzhen Huali Decoration Furniture Enterprise Co. Associate of the parent company

Ltd.*)安徽金尊珠宝有限公司

Participating shareholder

(Anhui Jinzun Jewelry Co. Ltd.*)

汉成能源集团有限公司 Shareholder of significant original

(Hubei Han’s Industry Investment Co.Ltd.*) associates

10.5 Related Party Transactions

(a) Purchases or sales of goods rendering or receiving of services

Purchases of goods receiving of services:

Nature of the

Related parties 2021 2020

transaction(s)深圳市特发工程管理有限责任公司

(Shenzhen SDG Engineering Receiving of services 1976807.29 838867.91

Management Co. Ltd.*)深圳市特发特力物业管理有限公司

(Shenzhen SDG Tellus Property Receiving of services 10137230.33 14396112.96

Management Co. Ltd.*)

深圳市特发服务股份有限公司 Receiving of services 4270312.85

252深圳市特力(集团)股份有限公司2021年年度报告全文

Nature of the

Related parties 2021 2020

transaction(s)

(Shenzhen SDG Service Co. Ltd.*)深圳市特发服务股份有限公司珠宝

园分公司(Shenzhen SDG Service Co. Receiving of services 861379.56 1046227.65

Ltd. Jewelry Park Branch)深圳华丽装修家私企业公司

(Shenzhen Huali Decoration Furniture Receiving of services 3094128.99

Enterprise Co. Ltd.*)

Sales of goods and rendering of services:

Nature of the

Related parties 2021 2020

transaction(s)深圳市特发小额贷款有限公司

(Shenzhen SDG Microfinance Co. Rendering of services 207640.32 161205.25

Ltd.*)深圳市特发服务股份有限公司珠宝

园分公司(Shenzhen SDG Service Co. Rendering of services 6693.06

Ltd. Jewelry Park Branch)

深圳市特发集团有限公司(Shenzhen

Rendering of services 45592.00

SDG Group Co. Ltd.*)深圳市特发特力物业管理有限公司

(Shenzhen SDG Tellus Property Rendering of services 1876.11 6868.14

Management Co. Ltd.*)

(b) Leases

The Company as lessor:

The lessee Type of assets leased 2021 2020深圳市仁孚特力汽车服务有限公司

(Shenzhen Renfu Tellus Automobiles House leasing 5250031.70 3857142.90

Service Co. Ltd.*)深圳市新永通汽车服务有限公司

House leasing 717300.00 527029.51

(Shenzhen Xinyongtong Automobile

253深圳市特力(集团)股份有限公司2021年年度报告全文

Service Co. Ltd.*)深圳市新永通东晓汽车服务有限公

司 (Shenzhen Xinyongtong Dongxiao House leasing 173534.28

Automobile Service Co. Ltd.*)深圳市特发小额贷款有限公司

(Shenzhen SDG Microfinance Co. House leasing 1103104.38 975808.45

Ltd.*)深圳市特发特力物业管理有限公司

(Shenzhen SDG Tellus Property House leasing 75897.40 44754.54

Management Co. Ltd.*)深圳市特发服务股份有限公司珠宝

园分公司(Shenzhen SDG Service Co. House leasing 2073048.97 1801091.36

Ltd. Jewelry Park Branch*)深圳市特发服务股份有限公司

House leasing 22217.14

(Shenzhen SDG Service Co. Ltd.*)深圳市永通信达检测设备有限责任

公 司 (Shenzhen Yongtong Xinda House leasing 32061.90

Inspection Equipment Co. Ltd.*)

(c) Key management personnel compensation

Items 2021 2020

Key management personnel compensation 9035700.00 6954700.00

10.6 Receivables and Payables with Related Parties

(a) Receivables

Closing balance Opening balance

Items Related parties Provision for Provision for

Book balance Book balance

bad debts bad debts深圳市新永通汽车服务有

Accounts 限公司(Shenzhen

927602.00927602.00

receivable Xinyongtong AutomobileService Co. Ltd.*)

深圳市特发服务股份有限9167.5791.68

254深圳市特力(集团)股份有限公司2021年年度报告全文

Closing balance Opening balance

Items Related parties Provision for Provision for

Book balance Book balance

bad debts bad debts公司珠宝园分公司

(Shenzhen SDG Service

Co. Ltd. Jewelry Park

Branch*)深圳市特发小额贷款有限

公司(Shenzhen SDG 17791.06 177.91 115481.80 1154.82

Microfinance Co. Ltd.*)

Subtotal 26958.63 269.59 1043083.80 928756.82深圳东风汽车有限公司

Dividend

(Shenzhen Dongfeng 24100548.07

receivable

Automobile Co. Ltd.*)

Subtotal 24100548.07深圳特力汽车服务连锁有

限公司(Shenzhen Tellus

Other receivables 1359297.00 1359297.00 1359297.00 1359297.00

Automobile Services

Chain Co. Ltd.*)深圳市永通信达检测设备

有限责任公司(Shenzhen

531882.24531882.24531882.24531882.24

Yongtong Xinda Inspection

Equipment Co. Ltd.*)深圳市先导新材料有限公

司(Shenzhen Xiandao New 660790.09 660790.09 660790.09 660790.09

Materials Co. Ltd.*)深圳市特力新永通汽车服

务有限公司(Shenzhen

Tellus Xinyongtong 114776.33 114776.33

Automobile Service Co.Ltd.*)深圳市特发特力物业管理

12829.59128.3

有限公司(Shenzhen SDG

255深圳市特力(集团)股份有限公司2021年年度报告全文

Closing balance Opening balance

Items Related parties Provision for Provision for

Book balance Book balance

bad debts bad debts

Tellus Property

Management Co. Ltd. *)

Subtotal 2564798.92 2552097.63 2666745.66 2666745.66深圳特力汽车服务连锁有

Long-term 限公司(Shenzhen Tellus

2179203.682179203.682179203.682179203.68

receivables Automobile Services

Chain Co. Ltd.*)

Subtotal 2179203.68 2179203.68 2179203.68 2179203.68

(b) Payables

Items Related parties Closing balance Opening balance

深圳市特发地产有限公司(Shenzhen SDG

Accounts payable 6054855.46 6054855.46

Real Estate Co. Ltd.*)

深圳市机械设备进出口公司 (Shenzhen

Machinery and Equipment Import and Export 45300.00 45300.00

Co. Ltd. *)

深圳特力吉盟投资有限公司 (Shenzhen

200000.00200000.00

Tellus Jimeng Investment Co. Ltd. *)深圳市特发工程管理有限责任公司

(Shenzhen SDG Engineering Management 150005.66 12905.66

Co. Ltd. *)深圳市特发特力物业管理有限公司

(Shenzhen SDG Tellus Property Management 1708125.16 2516323.68

Co. Ltd. *)深圳华丽装修家私企业公司

(Shenzhen Huali Decoration Furniture 1042036.18

Enterprise Co. Ltd.*)

Subtotal 9200322.46 8829384.80深圳市仁孚特力汽车服务有限公司

Advance 492095.20

(Shenzhen Renfu Tellus Automobiles Service

256深圳市特力(集团)股份有限公司2021年年度报告全文

Items Related parties Closing balance Opening balance

Payment Co. Ltd. *)

Subtotal 492095.20

香港裕嘉投资有限公司(Hong Kong Yujia

Other payables 1961673.06 2172091.54

Investment Co. Ltd. *)

深圳市特发天鹅实业公司(Shenzhen SDG

28766.0520703.25

Swan Industrial Co. Ltd. *)

深圳市机械设备进出口公司 (Shenzhen

Machinery and Equipment Import and Export 1575452.52 1554196.80

Co. Ltd. *)

深圳市特发集团有限公司(Shenzhen SDG

17383655.9417429247.94

Group Co. Ltd. *)

深 圳 龙 岗 特 力 房 地 产 公 司 (Shenzhen

1095742.501095742.50

Longgang Tellus Real Estate Co. Ltd. *)

深圳市特力阳春房地产公司 (Shenzhen

476217.49476217.49

Tellus Yangchun Real Estate Co. Ltd. *)

深圳市特力行投资有限公司 (Shenzhen

167470.29122978.63

Tellus Xing Investment Co. Ltd. *)深圳市永通信达检测设备有限责任公司

(Shenzhen Yongtong Xinda Inspection 5600.00 5600.00

Equipment Co. Ltd. *)

安 徽 金 尊 珠 宝 有 限 公 司 (Anhui Jinzun

1330000.00

Jewelry Co. Ltd. *)深圳市特发特力物业管理有限公司

(Shenzhen SDG Tellus Property Management 122141.49 124550.87

Co. Ltd. *)深圳市特发服务股份有限公司珠宝园分公

司 (Shenzhen SDG Service Co. Ltd. Jewelry 29278.00 6598.00

Park Branch)深圳市仁孚特力汽车服务有限公司

(Shenzhen Renfu Tellus Automobiles Service 833334.00 833334.00

Co. Ltd. *)

257深圳市特力(集团)股份有限公司2021年年度报告全文

Items Related parties Closing balance Opening balance

深圳市特发小额贷款有限公司(Shenzhen

237804.66227836.80

SDG Microfinance Co. Ltd. *)深圳市特发工程管理有限责任公司

(Shenzhen SDG Engineering Management 56600.00 58100.00

Co. Ltd. *)

汉成能源集团有限公司 (Hubei Han’ s

51000000.00

Industry Investment Co.Ltd.*)深圳市特发服务股份有限公司

5832.00

(Shenzhen SDG Service Co. Ltd.*)深圳华丽装修家私企业公司

(Shenzhen Huali Decoration Furniture 166956.51

Enterprise Co. Ltd.*)

Subtotal 24146524.51 76457197.82

Note 11. COMMITMENTSAND CONTINGENCIES

11.1 Significant Commitments

(a) Capital commitments:

Capital commitments signed but not yet recognized in the

31 December 2021 31 December 2020

financial statements

Large contract 153763306.33 220523772.58

11.2 Contingencies

Significant contingencies existing at the balance sheet date:

In October 2005 the Company filed a lawsuit to the Shenzhen Luohu District People’s Court requesting 金田实业(集团)股份

有限公司 (Gintian Industry (Group) Co. Ltd. ? hereinafter referred to as “Gintian Company” ) to compensate its mandatory

deduction due to the guarantee provided for bank borrowings of Gintian Company. The total amount was CNY 4081830 including

principal of CNY 3 million interests of CNY 1051380 litigation costs of CNY 25160 and execution costs of CNY 5290. The

court has decided in favor of the Company and the Company has applied for enforcement. The funds deducted in previous years

? The English name is for identification purpose only.

258深圳市特力(集团)股份有限公司2021年年度报告全文

have been accounted for as losses.In April 2006 深圳发展银行 (Shenzhen Development Bank Co. Ltd.*) filed a lawsuit against Gintian Company for overdue

repayment of USD 2 million and against the Company as the guarantor. After paying the principal of USD 2 million and interests

thereof on behalf of Gintian Company the Company filed an appeal to Shenzhen Luohu District People’s Court requesting Gintian

Company to repay fund of USD 2960490 and interests thereof. Through the mediation from Shenzhen Luohu District People’s

Court in 2008 a civil mediation agreement ((2008) Shen Luo Fa Min Yi Chu Zi No. 937) was issued and it was agreed that: Gintian

Company shall pay the Company USD 2960490 before October 31 2008 with interests exempted; if Gintian Company fails to

make payment on time it shall pay the liquidated damages for overdue payment based on the CNY benchmark loan interest rate

published by the People’s Bank of China for the same period.Gintian Company went through bankruptcy reorganization process. On January 29 2016 the Shenzhen Intermediate People’s Court

ruled that the reorganization plan of Gintian Company was completed and the bankruptcy process was terminated. Gintian Company

shall make additional allocations to creditors including the Company according to the reorganization plan and the Company should

obtain cash of CNY 325000 A shares of 427604 shares and B shares of 163886 shares of Gintian Company. As of the date of

approval for issuing this financial report the Company hasn’t received the allocated assets.The Company filed a lawsuit to Qianhai Cooperation District People’ s Court on August 15 2018 after repeatedly failed to

communicate with Jintian Company about the cash and equity that should be distributed to the Company after the bankruptcy and

reorganization of Jintian Company. The court ordered on February 13 2020 ((2018) Yue 0391 minchu No. 3104 civil judgment)

Jintian Company to pay CNY 325000 to the Company within five days after the judgment came into force and 427604 A shares and

163886 B shares of Jintian Company (if the shares can’t be delivered they can be paid after being converted into cash according to

the stock market price on the last day of the performance period). On January 7 2021 the Company applied for compulsory

execution by Qianhai Cooperation District People’s Court. In the current period the Court confirmed that the person subjected to

execution should pay the company B-share discount preservation fee delay payment and other funds totaling CNY 74358.02. As of

December 31 2021 the company has received an execution payment of CNY 326450.47 in cash submitted an application for

discount and transfer of B shares and an application for transfer of a shares to the court and the transfer has not been completed.Note 12. EVENTS AFTER THE REPORTING PERIOD

12.1 Profit Distribution

According to the profit distribution plan for 2021 approved by the formal meeting of the ninth board of directors on April 6 2022 the

Company plans to distribute cash dividend of CNY 0.25 (tax included) to all shareholders for every 10 shares with 431058320 total

shares as the base as of December 31 2021 and a total of CNY 10776458.00 in cash without bonus shares or capital reserve. The

above profit distribution plan has yet to be reviewed and approved by the general meeting of shareholders of the Company.

259深圳市特力(集团)股份有限公司2021年年度报告全文

Note 13. OTHER SIGNIFICANTMATTERS

13.1 Segment Information

(a) Basis of identification and accounting policies of reportable segments

Reportable segments are identified based on operating segments which are determined based on the structure of the Company’ s

internal organization management requirements and internal reporting system. The Company identified reportable segments based

on industry. Business performance of auto sales vehicle maintenance and inspection leasing and services and wholesale and retail

of jewelry were evaluated separately. Assets and liabilities shared by different segments are allocated between segments

proportionate to their respective size.(b) Financial information of reportable segments

Vehicle Sales and

Leasing and Inter-segment

Items Auto sales maintenance service of Total

services offsetting

and inspection jewelry

Revenue

from main 194373092.47 81491892.59 211340991.30 59404147.76 -47727174.31 498882949.81

operations

Cost of

main 184509794.34 71640658.58 82859167.59 58919409.24 -47499950.81 350429078.94

operations

2951443326.71859645205.4

Total assets 40699909.80 121001290.01 82323334.76 -1335822655.85

13

Total

40221145.9378970761.95896703938.8330169014.45-643609481.53402455379.63

liabilities

Note 14. NOTES TO THE MAIN ITEMS OF THE FINANCIAL STATEMENTS OF THE PARENT COMPANY

14.1 Accounts Receivable

(1) Age analysis

Ages Dec 31 2021 Dec 31 2020

Within 1 year 117501.42 248723.43

1 – 2 years 3360.00

2 – 3 years 3360.00

Over 3 years 484803.08 484803.08

Subtotal 605664.50 736886.51

Less: provision for bad debts 486650.09 487458.31

260深圳市特力(集团)股份有限公司2021年年度报告全文

Ages Dec 31 2021 Dec 31 2020

Total 119014.41 249428.20

(2) Details on categories

Closing balance

Book balance Provision for bad debts

Categories Carrying

Provision

Amount % to total Amount amount

proportion (%)

Receivables with

provision made on an 484803.08 80.04 484803.08 100

individual basis

Receivables with

provision made on a 120861.42 19.96 1847.01 1.53 119014.41

collective basis

Total 605664.50 100 486650.09 80.35 119014.41

(Continued)

Opening balance

Book balance Provision for bad debts

Categories Carrying

Provision

Amount % to total Amount amount

proportion (%)

Receivables with

provision made on an 484803.08 65.79 484803.08 100

individual basis

Receivables with

provision made on a 252083.43 34.21 2655.23 1.05 249428.20

collective basis

Total 736886.51 100 487458.31 66.15 249428.20

a) Accounts receivable with provision made on an individual basis

Provision for Provision Reasons for

Debtors Book balance

bad debts proportion (%) provision made

Expected to be深圳笔架山娱乐公司

172000.00 172000.00 100 unrecoverable due

(Shenzhen Bijiashan

to long ages

261深圳市特力(集团)股份有限公司2021年年度报告全文

Provision for Provision Reasons for

Debtors Book balance

bad debts proportion (%) provision made

Entertainment Company?)

Expected to be龚炎清

97806.64 97806.64 100 unrecoverable due

(Gong Yanqing)

to long ages

广州乐敏电脑中心 Expected to be

(Guangzhou Lemin 86940.00 86940.00 100 unrecoverable due

Computer Center*) to long ages

Expected to be

Others 128056.44 128056.44 100 unrecoverable due

to long ages

Subtotal 484803.08 484803.08 100

b) Accounts receivable with provision for bad debts made on a collective basis

Dec 31 2021

Ages Provision for bad Provision proportion

Book balance

debts (%)

Within 1 year 117501.42 1175.01 1

1 – 2 Years

2 – 3 Years 3360.00 672 20

Over 3 years

Subtotal 120861.42 1847.01 1.53

(continued)

Dec 31 2020

Ages Provision for bad Provision proportion

Book balance

debts (%)

Within 1 year 248723.43 2487.23 1

1 – 2 Years 3360.00 168 5

? The English names are for identification purpose only.

262深圳市特力(集团)股份有限公司2021年年度报告全文

Dec 31 2020

Ages Provision for bad Provision proportion

Book balance

debts (%)

2 – 3 Years

Over 3 years

Subtotal 252083.43 2655.23 1.05

See Note 3.10 for details of recognition criteria and instructions for provision for bad debts made on a collective basis.

(3) Changes in provision for bad debts

Increase Decrease

Opening Closing

Items Written-

balance Accrual Recovery Others Reversal Others balance

off

Receivables with

provision made

484803.08484803.08

on an individual

basis

Receivables with

provision made

2655.23-808.221847.01

on a collective

basis

Subtotal 487458.31 -808.22 486650.09

(4) Details of the top 5 debtors with largest balances

Proportion to the total

Provision for bad

Debtors Book balance balance of accounts

debts

receivable (%)深圳市金城银域珠宝首饰有限公司

(Shenzhen Jincheng Yinyu Jewelry 117501.42 19.4 1175.01

Co. Ltd.?)

深 圳 笔 架 山 娱 乐 公 司 (Shenzhen

172000.0028.4172000.00

Bijiashan Entertainment Company)

? The English names are for identification purpose only.

263深圳市特力(集团)股份有限公司2021年年度报告全文

Proportion to the total

Provision for bad

Debtors Book balance balance of accounts

debts

receivable (%)

龚炎清(Gong Yanqing) 97806.64 16.15 97806.64

广州乐敏电脑中心(Guangzhou Lemin

86940.0014.3586940.00

Computer Center)

兰 州 大 船 电 子 公 司 (Lanzhou

37308.006.1637308.00

Dachuan Electronics Co. Ltd.*)

Subtotal 511556.06 84.46 395229.65

14.2 Other Receivables

(1) Details by category

Items Closing balance Opening balance

Interest receivable

Dividend receivable 547184.35 547184.35

Other receivables 89854408.23 126422912.78

Total 90401592.58 126970097.13

(2) Dividend receivable

(a) Details

Items Closing balance Opening balance

China Perfect Machinery Industry Corp. Ltd. 547184.35 547184.35

Total 547184.35 547184.35

(b) Dividend receivable over 1 year

Items Closing balance Ages Reasons Notes

China Perfect Machinery

547184.35 2 – 3 years not yet paid No impairment

Industry Corp. Ltd.Total 547184.35

264深圳市特力(集团)股份有限公司2021年年度报告全文

(3) Other receivables

(a)Other receivables categorized by ages

Ages Closing Balance Opening Balance

Within 1 year 89818515.19 126378704.11

1 – 2 years 46698.00

2 – 3 years 46698.00

Over 3 years 13582945.74 13588345.66

Subtotal 103448158.93 140013747.77

Less: provision for bad debts 13593750.70 13590834.99

Total 89854408.23 126422912.78

(b) Other receivables categorized by nature

Nature of receivables Closing balance Opening balance

Temporary advance payment receivable 13776179.52 13650486.51

Related transactions within the consolidation

89671979.41126363261.26

scope

Total 103448158.93 140013747.77

(c) Other receivables categorized by methods of provision for bad debts

A. As of 2021-12-31 provision for bad debts according to the model of phase I/II/III:

Phase Closing balance Provision for bad debts Opening balance

I 89865213.19 10804.96 89854408.23

II

III 13582945.74 13582945.74

Total 103448158.93 13593750.70 89854408.23

As of 2021-12-31 provision for bad debts at phase I:

Provision Reasons for

Provision Carrying

Catagories Book Balance for bad provision made

proportion (%) Amount

debts

265深圳市特力(集团)股份有限公司2021年年度报告全文

Provision Reasons for

Provision Carrying

Catagories Book Balance for bad provision made

proportion (%) Amount

debts

Receivables with provision

made on an individual basis

Receivables with provision

89865213.190.0110804.9689854408.23

made on a collective basis

no dramatic

credit risk

1. Portfolio grouped with ages 193233.78 5.59 10804.96 182428.82

change after

confirmed

no dramatic

2. Portfolio grouped with

credit risk

balances due from 89671979.41 89671979.41

change after

consolidated parties

confirmed

Total 89865213.19 0.01 10804.96 89854408.23

As of 2021-12-31 provision for bad debts at phase III:

Provision Provision for Carrying Reasons for

Catagories Book Balance

proportion (%) bad debts Amount provision made

credit risk

Receivables with provision change

13582945.7410013582945.74

made on an individual basis dramatically

after confirmed

Total 13582945.74 100 13582945.74

B. As of 2020-12-31 provision for bad debts according to the model of phase I/II/III:

Phase Closing balance Provision for bad debts Opening balance

I 126425402.11 2489.33 126422912.78

II

III 13588345.66 13588345.66

Total 140013747.77 13590834.99 126422912.78

As of 2020-12-31 provision for bad debts at phase I:

266深圳市特力(集团)股份有限公司2021年年度报告全文

Provision Provision for Reasons for

Catagories Book Balance Carrying Amount

proportion (%) bad debts provision made

Receivables with

provision made on an

individual basis

Receivables with

provision made on a 126425402.11 0 2489.33 126422912.78

collective basis

no dramatic

1. Portfolio grouped credit risk

62140.854.012489.3359651.52

with ages change after

confirmed

no dramatic

2. Portfolio grouped

credit risk

with balances due from 126363261.26 126363261.26

change after

consolidated parties

confirmed

Total 126425402.11 0 2489.33 126422912.78

As of 2020-12-31 provision for bad debts at phase III:

Provision Provision for Reasons for

Catagories Book Balance Carrying Amount

proportion (%) bad debts provision made

credit risk

Receivables with

change

provision made on an 13588345.66 100 13588345.66

dramatically

individual basis

after confirmed

Total 13588345.66 100 13588345.66

As of 2021-12-31 other receivables with provision made on an individual basis.Debtors Book balance Provision for bad debts Provision proportion (%)

Shenzhen Zhonghao

5000000.005000000.00100.00

(Group) Co. Ltd.Jinbeili Household

2706983.512706983.51100.00

Appliances Co. Ltd.

267深圳市特力(集团)股份有限公司2021年年度报告全文

Debtors Book balance Provision for bad debts Provision proportion (%)

Shenzhen Petrochemical

1898419.671898419.67100

(Group) Co. Ltd.Shenzhen SDG Huatong

1212373.791212373.79100.00

Packaging Co. Ltd.Shenzhen Xiandao New

660790.09660790.09100.00

Materials Co. Ltd.Others 2104378.68 2104378.68 100.00

Total 13582945.74 13582945.74 100

As of 2021-12-31 other receivables with provision made on a collective basis.Catagories Book Balance Provision proportion (%) Provision for bad debts

1. Portfolio grouped with

193233.7810804.965.59

ages

Including: Within 1 year 146535.78 1465.36 1

1 – 2 years

2 – 3 years 46698.00 9339.60 20

Over 3 years

2. Portfolio grouped with

balances due from 89671979.41

consolidated parties

Total 89865213.19 10804.96 0.01

As of 2020-12-31 other receivables with provision made on a collective basis.Catagories Book Balance Provision proportion (%) Provision for bad debts

1. Portfolio grouped with

62140.852489.334.01

ages

Including: Within 1 year 15442.85 154.43 1

1 – 2 years 46698.00 2334.90 5

2 – 3 years

Over 3 years

268深圳市特力(集团)股份有限公司2021年年度报告全文

Catagories Book Balance Provision proportion (%) Provision for bad debts

2. Portfolio grouped with

balances due from 126363261.26

consolidated parties

Total 126425402.11 2489.33 0

(d) Changes in provision for bad debts

Phase I Phase II Phase III

12?month Lifetime expected Lifetime expected

Items Total

expected credit credit losses (credit credit losses (credit

losses not impaired) impaired)

Opening balance 2489.33 13588345.66 13590834.99

Opening balance in current

period

--Transferred to phase II

--Transferred to phase III

--Reversed to phase II

--Reversed to phase I

Provision made in current

8315.63-5399.922915.71

period

Provision recovered in current

period

Provision reversed in current

period

Provision written-off in current

period

Other changes

Closing balance 10804.96 13582945.74 13593750.70

269深圳市特力(集团)股份有限公司2021年年度报告全文

(e) Details of the top 5 debtors with largest balances

Proportion to the

Nature of Provision for

Debtors Book balance Ages total balance of other

receivables bad debts

receivables (%)

Shenzhen Zhongtian Internal

88889042.29 Within 1 year 85.93

Industrial Co. Ltd. accounts

Shenzhen Zhonghao Current

5000000.00 Over 5 years 4.83 5000000.00

(Group) Co. Ltd. accounts

Jinbeili Household Current

2706983.51 Over 5 years 2.61 2706983.51

Appliances Co. Ltd. accounts

Shenzhen Petrochemical Current

1898419.67 Over 5 years 1.84 1898419.67

(Group) Co. Ltd. accounts

Shenzhen SDG Huatong Current

1212373.79 Over 5 years 1.17 1212373.79

Packaging Co. Ltd. accounts

Subtotal 99706819.26 96.38 10817776.97

14.3 Long-term Equity Investments

(1) Categories

Closing balance Opening balance

Items Provision for Provision for

Book balance Carrying amount Book balance Carrying amount

impairment impairment

Investm

ents in

694745472.731956000.00692789472.73799743472.736954000.00792789472.73

subsidia

ries

Investm

ents in

associat

98098029.799787162.3288310867.4793758474.479787162.3283971312.15

es and

joint

ventures

Total 792843502.52 11743162.32 781100340.20 893501947.20 16741162.32 876760784.88

270深圳市特力(集团)股份有限公司2021年年度报告全文

(2) Investments in subsidiaries

Provision for Closing

Opening impairment balance of

Investees Increase Decrease Closing balance

balance made in provision for

current period impairment

Shenzhen SDG

Tellus Real Estate 31152888.87 31152888.87

Co. Ltd.Shenzhen Tellus

Chuangying

14000000.0014000000.00

Technology Co.Ltd.Shenzhen Tellus

Xinyongtong

Automobile 57672885.22 57672885.22

Development Co.Ltd.Shenzhen Zhongtian

369680522.90369680522.90

Industrial Co. Ltd.Shenzhen

Automobile

126251071.57126251071.57

Industry and Trade

Co. Ltd.Shenzhen SDG

Huari Automobile 19224692.65 19224692.65

Enterprise Co. Ltd.Shenzhen Huari

Toyota Auto Sales 1807411.52 1807411.52

Service Co. Ltd.Shenzhen

Xinyongtong Auto

10000000.0010000000.00

Vehicle Inspection

Equipment Co. Ltd.

271深圳市特力(集团)股份有限公司2021年年度报告全文

Provision for Closing

Opening impairment balance of

Investees Increase Decrease Closing balance

balance made in provision for

current period impairment

Sichuan Tellus

100000000

Jewelry Technology 100000000.00.00

Co. Ltd.Shenzhen Tellus

Baoku Supply

50000000.0050000000.00

Chain Technology

Co. Ltd.Shenzhen Haneco

Technologies 1956000.00

Ceramics Co. Ltd.Shenzhen Jewelry

Industry Service 13000000.00 13000000.00

Co. Ltd

100000000

Subtotal 792789472.73 692789472.73 1956000.00.00

(3) Investments in associates and joint ventures

Increase/Decrease

Investment

Adjustment in other

Investees Opening balance Investments Investments income

comprehensive

increased decreased recognized under

income

equity method

Joint ventures

Shenzhen Tellus Jimeng

37666741.139823999.65

Investment Co. Ltd.Shenzhen Tellus Xing

12697424.88754797.47

Investment Co. Ltd.Subtotal 50364166.01 10578797.12

Associates

Shenzhen Renfu Tellus 33607146.14 7760758.20

272深圳市特力(集团)股份有限公司2021年年度报告全文

Increase/Decrease

Investment

Adjustment in other

Investees Opening balance Investments Investments income

comprehensive

increased decreased recognized under

income

equity method

Automobiles Service

Co. Ltd.Hunan Changyang

Industrial Co. Ltd.Shenzhen Jiecheng

Electronic Co. Ltd.Shenzhen Xiandao New

Materials Co. Ltd.Subtotal 33607146.14 7760758.20

Total 83971312.15 18339555.32

(Continued)

Increase/Decrease

Closing balance

Cash dividend/profit

Investees Changes in Provision for Closing balance of provision for

declared for Others

other equity impairment impairment

distribution

Joint ventures

Shenzhen Tellus

Jimeng Investment 47490740.78

Co. Ltd.Shenzhen Tellus Xing

13452222.35

Investment Co. Ltd.Subtotal 60942963.13

Associates

Shenzhen Renfu Tellus

Automobile Service 14000000.00 27367904.34

Co. Ltd.Hunan Changyang

1810540.70

Industrial Co. Ltd.

273深圳市特力(集团)股份有限公司2021年年度报告全文

Increase/Decrease

Closing balance

Cash dividend/profit

Investees Changes in Provision for Closing balance of provision for

declared for Others

other equity impairment impairment

distribution

Shenzhen Jiecheng

3225000.00

Electronic Co. Ltd.Shenzhen Xiandao

New Materials Co. 4751621.62

Ltd.Subtotal 14000000.00 27367904.34 9787162.32

Total 14000000.00 88310867.47 9787162.32

14.4 Operating revenue/Operating cost

Current period cumulative Preceding period comparative

Items

Revenue Cost Revenue Cost

Main operations 50382988.38 15225250.76 37241063.15 10754749.28

Total 50382988.38 15225250.76 37241063.15 10754749.28

14.5 Investment Income

Current period Preceding period

Items

cumulative comparative

Investment income from long-term equity

8400304.32

investments under cost method

Investment income from long-term equity

18339555.3222156744.28

investments under equity method

Gains on disposal of long-term equity

3777307.13

investments

Investment income from financial

6070326.253270243.48

instruments

Total 28187188.70 33827292.08

Note 15. Other SUPPLEMENTARY INFORMATION

274深圳市特力(集团)股份有限公司2021年年度报告全文

15.1 Non-recurring profit or loss

1. Schedule of non-recurring profit or loss of current period

Items 2021 2020

Gains on disposal of non-current assets including written-off

66654129.651.00

of provision for impairment

Tax refund credit or exemption approved beyond the power

of authorities without formal documents or with

occasionality

Government grant included in profit or loss (excluding those

closely related to operating activities or regular 2923779.58 1522079.42

government grants)

Fund possession charge from non-financial entities and

629671.75435887.15

included in profit or loss

Gains on acquisition of subsidiaries joint ventures and

associates due to the surplus of acquisition-date fair value

of net identifiable assets in acquiree over the acquisition

cost

Gains on non-cash assets exchange

Gains on assets consigned to the third party for investment or

management

Assets impairment loss incurred due to force majeure such as

natural disasters

Gains on debt restructuring

Entity restructuring expenses such as staffing and

integrating expenses

Gains on transactions with unfair value

Net profit gains on subsidiaries acquired through business

combination under common control from the beginning of

the period to the combination date

Contingent gains on non-operating activities

Gains on changes in fair value of held-for-trading financial 10073533.17 8812468.26

275深圳市特力(集团)股份有限公司2021年年度报告全文

Items 2021 2020

assets and liabilities and investment income from disposal

of held-for-trading financial assets and liabilities and

available-for-sale financial assets excluding those arising

from hedging business related to operating activities

The reversed provision for impairment of receivables based

493295.33

on impairment testing on an individual basis

Gains on designated loans

Gains on changes in fair value of investment properties with

subsequent measurement at the fair value mode

Gains on reconciliation of current period profit or loss

following legal and regulative requirements

Management charges for consigned operations

Other non-operating revenue or expenditures 730552.50 3196406.42

Other profit or loss satisfying the definition of non-recurring

46275.7744839.26

profit or loss

Subtotal 81057942.42 14504976.84

Less: Enterprise income tax affected 19790228.25 3123780.55

Non-controlling interest affected (after tax) 1977988.66 1437257.12

Net non-recurring profit or loss attributable to shareholders

59289725.519943939.17

of the parent company

15.2 RONA and EPS

1. Year of 2021

Weighted average EPS (yuan/share)

Profit of the reporting period

RONA (%) Basic EPS Diluted EPS

Net profit attributable to shareholders of

9.560.30.3

ordinary shares

Net profit attributable to shareholders of

ordinary shares after deducting 5.23 0.17 0.17

non-recurring profit or loss

276深圳市特力(集团)股份有限公司2021年年度报告全文

2. Year of 2020

Weighted average EPS (yuan/share)

Profit of the reporting period

RONA (%) Basic EPS Diluted EPS

Net profit attributable to shareholders of

4.480.130.13

ordinary shares

Net profit attributable to shareholders of

ordinary shares after deducting 3.71 0.11 0.11

non-recurring profit or loss

277

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