深圳市特力(集团)股份有限公司 2018 年年度报告全文
SHENZHEN TELLUS HOLDING CO., LTD
Annual Report 2018
April 2019
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
Section I. Important Notice, Contents and Paraphrase
Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of
Shenzhen Tellus Holding Co., Ltd. (hereinafter referred to as the Company) hereby confirm
that there are no any fictitious statements, misleading statements, or important omissions
carried in this report, and shall take all responsibilities, individual and/or joint, for the reality,
accuracy and completion of the whole contents.
Fu Chunlong, Principal of the Company, Lou Hong, person in charge of accounting works
and Liu Yuhong, person in charge of accounting organ (accounting principal) hereby confirm
that the Financial Report of 2018 Annual Report is authentic, accurate and complete.
All directors are attended the Board Meeting for report deliberation.
Securities Times, Hong Kong Commercial Daily and Juchao Website (www.cninfo.com.cn) are
the media for information disclosure appointed by the Company, all information under the
name of the Company disclosed on the above said media shall prevail. Concerning the
forward-looking statements with future planning involved in the Report, they do not
constitute a substantial commitment for investors, and investors are advised to exercise
caution of investment risks.
The profit distribution pre-plan deliberated and approved by the Board was: distributed 0.00
Yuan (tax included) for every 10 shares held by whole shareholders of the Company based on
297,281,600 shares in total, 0 share bonus (tax included), and 4.5 additional shares for each 10
shares held by shareholders are being converted by the capital reserve.
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
Contents
Section I. Important Notice, Contents and Paraphrase ................................................................. 2
Section II Company Profile and Main Financial Indexes .............................................................. 5
Section III Summary of Company Business .................................................................................. 10
Section V. Important Events............................................................................................................ 42
Section VI. Changes in Shares and Particulars about Shareholders .......................................... 62
Section VII. Preferred Stock ........................................................................................................... 70
Section VIII. Particulars about Directors, Supervisors, Senior Executives and Employees .... 71
Section IX. Corporate Governance ................................................................................................ 82
Section X. Corporate Bond ............................................................................................................. 92
Section XI. Financial Report ........................................................................................................... 93
Section XII Documents Available for Reference ......................................................................... 229
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
Paraphrase
Items Refers to Contents
CSRC Refers to China Securities Regulatory Commission
SZ Exchange Refers to Shenzhen Stock Exchange
Shenzhen Branch of China Securities Depository & Clearing
Shenzhen Branch of SD&C Refers to
Corporation Limited
Company, the Company, our Company, Tellus
Refers to Shenzhen Tellus Holding Co., Ltd.
Group
Reporting period, this reporting period, this
Refers to Year of 2018
year
Auto Industry and Trade Co., Refers to Shenzhen Auto Industry and Trade Corporation
Zhongtian Company Refers to Shenzhen Zhongtian Industrial Co,. Ltd.
GAC Refers to Gems & Jewelry Trade Association of China
Shenzhen Huari Toyota Auto Sales Co., Ltd, Shenzhen SDG Huari
Huari Company Refers to
Auto Enterprise Co., Ltd.
Zungfu Tellus Refers to Shenzhen Zungfu Tellus Auto Service Co., Ltd
Tellus Starlight Refers to Anhui Tellus Starlight Jewelry Investment Co., Ltd.
Tellus Starlight Jinzun Refers to Anhui Tellus Starlight Jinzun Jewelry Co., Ltd.
Sichuan Channel Platform Company, Sichuan
Refers to Sichuan Tellus Jewelry Technology Co., Ltd.
Jewelry Company
Xinglong Company Refers to Shenzhen Xinglong Machinery Mould Co., Ltd.
Tellus Property Refers to Shenzhen SDG Tellus Property Management Co., Ltd.
SDG Refers to Shenzhen Special Development Group Co., Ltd.
Xinyongtong Technology Company Refers to Shenzhen Xinyongtong Technology Co., Ltd.
Dongxiao Inspection Company Refers to Shenzhen Xinyongtong Dongxiao Auto. Inspection Co., Ltd.
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深圳市特力(集团)股份有限公司 2018 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 Company
Shenzhen Tellus Holding Co.,Ltd
(if applicable)
Legal representative Fu Chunlong
Registrations add. 3/F, Tellus Building, Shui Bei Er Road, Luohu District, Shenzhen
Code for registrations add 518020
Offices add. 15/F, CNNC Building, Shennan Middle Road, Futian District, Shenzhen
Codes for office add. 518031
Company‘s Internet Web Site www.tellus.cn
E-mail ir@tellus.cn
II. Person/Way to contact
Secretary of the Board Rep. of security affairs
Name Qi Peng Sun Bolun
15/F, CNNC Building, Shennan Middle 15/F, CNNC Building, Shennan Middle
Contact add.
Road, Futian District, Shenzhen Road, Futian District, Shenzhen
Tel. （0755）83989378 （0755）83989339
Fax. （0755）83989386 （0755）83989386
E-mail ir@tellus.cn sunbl@tellus.cn
III. Information disclosure and preparation place
Newspaper appointed for information disclosure Securities Times (Shenzhen) and Hong Kong Commercial Daily(H.K.)
Website for annual report publish appointed by CSRC http://www.cninfo.com.cn
Preparation place for annual report Secretariat of the BOD of Shenzhen Tellus Holding Co., Ltd.
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
IV. Registration changes of the Company
Organization code 91440300192192210U
Changes of main business since listing (if
No changes during the period
applicable)
1. On 31 March 1997, the 159,588,000 state shares held by Shenzhen Investment
Management Co., Ltd., the only non-circulation shareholder, were transfer to SDG;
total share capital of the Company was 220,281,600 shares while 159,588,000 state
shares held by SDG, a 72.45% in total share capital. 2. On 4 January 2006, the
13,717,440 shares, as the consideration of share merger reform, were transfer to
account of A-shareholders from SDG. After share merger reform, SDG holds 66.22%
Previous changes for controlling of the total share capital of the Company. 3. On March 27, 2015, the Company has
shareholders (if applicable) completed the non-public offering of A shares of 77,000,000, of which 6,000,000
shares are issued to the controlling shareholder - SDG, and SDG holds 51.09% of the
Company's total shares after the issuance.4. In 2016, SDG reduced part of the
company‘s unrestricted outstanding shares by means of centralized bidding, the
accumulatively reduced shareholdings accounted for 2% of the company‘s total share
capital. As of the end of the reporting period, SDG holds 49.09% of the Company‘s
total shares, and is still the controlling shareholder of the Company.
V. Other relevant information
CPA engaged by the Company
Name of CPA Ruihua Certified Public Accountants (LLP)
3-9/F, West Tower, China Oversea Property Plaza,7# Building, 8# Yard, Yongdingmen West
Offices add. for CPA
Binhe Rd., Dongcheng District, Beijing
Signing Accountants Cai Xiaodong, Zhou Xuechun
Sponsor engaged by the Company for performing continuous supervision duties in reporting period
□Applicable √Not applicable
Financial consultant engaged by the Company for performing continuous supervision duties in reporting period
□ Applicable √ Not applicable
VI. Main accounting data and financial indexes
Whether it has retroactive adjustment or re-statement on previous accounting data or not
□ Yes √ No
2018 2017 Changes over last year 2016
Operating income (RMB) 414,238,778.96 347,237,289.80 19.30% 324,240,841.90
Net profit attributable to 86,924,058.72 66,862,772.68 30.00% 27,193,562.63
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
shareholders of the listed
Company(RMB)
Net profit attributable to
shareholders of the listed Company
83,286,083.84 54,431,067.47 53.01% 24,233,716.21
after deducting non-recurring gains
and losses(RMB)
Net cash flow arising from
-6,574,979.97 -2,093,068.05 57,874,934.32
operating activities(RMB)
Basic earnings per share
0.2924 0.2249 30.01% 0.0915
(RMB/Share)
Diluted earnings per share
0.2924 0.2249 30.01% 0.0915
(RMB/Share)
Weighted average ROE 8.63% 7.20% 1.43% 3.08%
Changes over end of
End of 2018 End of 2017 End of 2016
last year
Total assets (RMB) 1,658,295,531.00 1,403,314,594.42 18.17% 1,189,001,074.98
Net assets attributable to
shareholder of listed Company 1,050,209,537.35 963,259,056.63 9.03% 895,362,614.95
(RMB)
VII. Difference of the accounting data under accounting rules in and out of China
1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International
Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles)
□ Applicable √ Not applicable
The Company had no difference of the net profit or net assets disclosed in financial report, under either IAS (International
Accounting Standards) or Chinese GAAP (Generally Accepted Accounting Principles) in the period.
2. Difference of the net profit and net assets disclosed in financial report, under both foreign accounting
rules and Chinese GAAP (Generally Accepted Accounting Principles)
□ Applicable √ Not applicable
The Company had no difference of the net profit or net assets disclosed in financial report, under either foreign accounting rules or
Chinese GAAP (Generally Accepted Accounting Principles) in the period.
VIII. Quarterly main financial index
In RMB
1st Q 2nd Q 3rd Q 4th Q
Operating income 92,099,937.58 105,855,144.15 92,625,770.58 123,657,926.65
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
Net profit attributable to
16,101,533.51 10,818,746.35 8,920,175.03 51,083,603.83
shareholders of the listed Company
Net profit attributable to
shareholders of the listed Company
13,473,427.60 8,625,228.08 6,816,699.27 54,370,728.89
after deducting non-recurring gains
and losses
Net cash flow arising from
-8,305,634.44 -19,764,833.67 2,090,790.37 19,404,697.77
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 2018 2017 2016 Note
Expenditure of the
equity transfer from
Xinglong Company;
Gains/losses from the disposal of income of equity
non-current asset (including the write-off -4,424,801.74 5,523,267.93 -51,690.07 transfer from
that accrued for impairment of assets) Xinyongtong
Technology Company
and Dongxiao
Inspection Company
Governmental subsidy reckoned into current
gains/losses (not including the subsidy
enjoyed in quota or ration according to 3,482.07 25,753.22
national standards, which are closely
relevant to enterprise‘s business)
Fund possession cost reckoned into current
gains/losses charged from non-financial 76,041.64 76,041.64
business
Gains/losses from entrust investment or
9,611,577.38 6,606,218.86 3,916,317.84
assets management
Gains/losses from contingency without
-2,225,468.76 -1,192,618.90
routine business concerned
Restoring of receivable impairment
15,000.00
provision that tested individually
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
Other non-operating income and expenditure
485,180.13 690,397.76 -70,940.53
except for the aforementioned items
Less: Impact on income tax -161,206.61 59,964.10 -170,101.35
Impact on minority shareholders‘ equity
49,242.45 445,010.10 -188,676.73
(post-tax)
Total 3,637,974.88 12,431,705.21 2,959,846.42 --
Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies
Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to
the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their
Securities to the Public --- Extraordinary Profit/loss, explain reasons
□ Applicable √ Not applicable
In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists of
extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to
the Public --- Extraordinary Profit/loss
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
Section III Summary of Company Business
I. Main businesses of the Company in the reporting period
Does the Company need to comply with the disclosure requirements of the special industry
No
The Company's main business includingautomobile sales; auto testing, maintenance, accessories sales, resource
asset management and jewelry service business in the period.
1. Car sales, testing, maintenance and parts sales: During the reporting period, influenced by the
unfavorablemarket environment and the decline in sales revenue, the company continued to increase the
performance of holding companies in various automobile business segmentsby strengthening the management of
holding companies. The holding subsidiary Huari Company completed the store renewal and re-launched its grand
opening, and the profit reached a new high in recent years, the inventory at the end of the year was reduced, the
funds were sufficient, and the company had a smooth and steady development.Revenue of the Company from
automobile sales amounted as 122.23 million Yuan, a 16.36% declined from a year earlier.
2. Resourcesassetsmanagement:During the reporting period, the companyimproved its performance by
strengthening data management, changing the way of renting, implementing incentive and restriction policies
simultaneously, and adopting various management methods, achieved the annual resources assets management
income of 93.62 million Yuan, and the income scale remained stable.
3. Jewelry service business: During the reporting period, the company continued to focus on the strategic thinking
of transforming into a third-party integrated operation service provider in the jewellery industry, and fully
promoted the company‘s strategy. In the current year, Sichuan Jewellery Co., Ltd., the first project of the regional
channel platform, perfected and formed a set of business process systems in the operation practice that have
standard operations and conform to the industry‘s conditions, the supply chain settlement supporting service
system has been officially operated, and the ERP system of jewelry industry is in an initial trial run, the annual
revenue of jewelry wholesale and retail was 151.22 million Yuan.
II. Major changes in main assets
1. Major changes in main assets
Major assets Note of major changes
Book value of long-term equity investment up to 31st December 2018 amounting to
224.6448 million Yuan, decreased 59.82 million Yuan over that of period beginning with
Equity assets
21.03% down, mainly because the 43% equity of Xinglong Company are trasnferred into
the Company and the income accrual based on equity increased from investment for
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
enterprise with shares participated
Fixed assets No major change
Intangible assets No major change
Book value of the construction in progress till end of 31 st December 2018 amounting to
12.8436 million Yuan, a decrease of 365.3173 million Yuan over that of period-begin
Construction in progress
with 96.60% declined. Mainly because the transfer-out of Shuibei Jewelry Building, and
input for the preliminary project of Phase II of Jewelry Shuibei
Book value of other current assets till end of 31st December 2018 amounting to 332.4325
Other current assets million Yuan, an increase of 112.8502 million Yuan over that of period-begin with
51.39% up, mainly due to the increase of financial products purchased in the period.
Book value of investment real estate till end of 31st December 2018 amounting to
Investment real estate 503.9224 million Yuan, an increase of 430.6989 million Yuan over that of period-begin,
mainly due to the transfer-in for completion of Shuibei Jewelry Building
Book value of account receivable till end of 31 st December 2018 amounting to 86.1047
million Yuan, an increase of 41.8894 million Yuan over that of period-begin with 94.74%
Account receivable
up, mainly because the wholesale credit for jewelry from Sichuan Tellus Company
increased in the period
Book value of assets held for sale up to 31st December 2018 amounting to 85.0173
million Yuan, increased 85.0173 million Yuan over that of period beginning with100.00%
Assets held for sale
up, mainly because the 43% equity of Xinglong Company are transferred into the
Company
2. Main overseas assets
□ Applicable √ Not applicable
III. Core Competitiveness Analysis
Does the Company need to comply with the disclosure requirements of the special industry
No
1. Mastering the property resources of the core gathering place of the jewelry industry, and stable in
business income
The output value of Shenzhen jewelry accounts for more than 70% of the national jewelry industry, and
Shuibei-Buxin area is the core gathering area of jewelry industry in Shenzhen, its output value accounts for more
than 70% of the jewelry industry in Shenzhen.Which has formed the largest cluster of gold jewelry enterprises in
the country, covering the entire industry chain including raw material procurement, production and processing,
and wholesale sales, and the economic and strategic position and the core aggregation effects of this area in
jewelry industry have remained stable for many years.
According to the ―13th Five-Year‖ plan for urban renewal in Luohu District, Shenzhen, Shuibei-Buxin area will be
built into the jewellery fashion industrial zone of Luohu District,Shuibei area is the international jewellery art
center and Buxin area is the jewellery intelligent high-end manufacturing center so as to form the Shuibei-Buxin
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
international jewellery eco-creative area. The company is the largest owner of the Tellus Jimeng Gold Jewellery
Industrial Park in Shuibei area, Tellus Shuibei Jewellery Building phase I has been put into use, and phase II
construction project is about to be launched. At the same time, as the largest owner of land parcels 04 & 05 in the
urban renewal unit planning project of Buxin industrial zone, the company will plan and construct an innovative
industrial project in line with the city, district and the Company‘s overall strategic layout in Buxin area through
the renovation method. The company will maintain the status of the largest owner of Shuibei and Buxin areas, and
master the physical platform resource advantages of the core area of the jewelry industry. Meanwhile, the
Company grasps a large number of property resources in various districts in Shenzhen which can bring stable
business income and cash flow to the company and provide a solid foundation for the company‘s transformation
and development through the resource assets business such as property leasing.
2. Plough into the jewellery industry through resource advantages, and gradually expand the industry
influence.
In recent years, with the slowdown in the growth of jewellery industry, the uncertainties in the development of the
industry have increased, a large number of jewelry companies have shrunk their businesses, and the industry
continues to show the characteristics of bottom shocks. At the same time, under the continuous influence of
financial policies such as de-leveraging and financial risks prevention, the financial services with internet color
are greatly restricted, as a result, the entire jewellery industry continues to face financing difficulties, and some
radical industry leading enterprises are even caught in debt crisis, the actual controllers have changed and the
industry development has been affected. Under this circumstance, as a state-owned enterprise and a listed
company, the company has good credit qualification and credit endorsement ability, and has low-cost and
multi-channel capital sources, therefore, its special identity advantage in jewellery industry also becomes more
prominent, which provide advantages for the company to plough into the supply chain services of jewellery
industry that the privately operated jewellery companies can‘t obtain.
The company takes the third-party integrated operation service provider of the jewelry industry as the strategic
blueprint, does not participate in the specific product management of jewellery, does not compete for the stock
market business, but plans to serve the vast number of jewellery enterprises through innovative business models to
energize the development of industry. After years of efforts to transform into the jewellery industry, the company
has formed a closer strategic partnership with a number of leading jewelry industry companies across the country,
the jointly invested and established jewellery innovation platform project has been put into operation and achieved
good results. The development strategy and corporate vision of the company are also highly recognized and
supported by the industry. During the reporting period, the company was successfully elected as the vice president
of the Gems and Jewelry Trade Association of China and the executive director of the first council of the
Intellectual Property Service Committee of the Gems and Jewelry Trade Association of China, its influence in the
jewelry industry is also continuously being expanded.
The company will continue to give play to its own comprehensive resource advantages, unite the upstream and
downstream of the jewelry industry chain, integrate the industry demand, improve the industry‘s traditional model,
provide more comprehensive innovative services, solve the industry pain points, and promote the healthy
development of the industry and achieve all-win while realizing its social responsibility and returning to the
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
company‘s shareholders.
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
Section IV Discussion and Analysis of the Operation
I. Introduction
In 2018, the negative impact of the ―trade war‖ on the world economy gradually emerged, which brought
instability to international business activities and reduced investment confidence, the developed economies,
emerging markets and developing economies all showed significant differentiation, and overall economic growth
had signs of a downturn. China‘s GDP increased by 6.6% over the previous year which continued to operate in a
reasonable range, and achieved overall stability and steady progress, but the external environment was complex
and severe, and the economy was still facing downward pressure. Facing the complicated international and
domestic economic situation, under the leadership of the party committee and the board of directors, the company
firmly promoted the strategic transformation and optimized the resource allocation, on the one hand, elaborately
handled the existing business, on the other hand, rapidly promoted the development of the project, ensured the
smooth implementation of the strategic transformation, and all the work has achieved remarkable results, the
profit index of each business segment has reached new heights.
During the reporting period, the Company has achieved operating income of 414.24 million Yuan, increased 67
million Yuan compared with 347.24 million Yuan in the same period of last year, an increase of 19.30%, income
changes are mainly: ① the income has an increase of 108.51 million Yuan on a y-o-y basis for the business
expansion of jewelry wholesale and retail in the year; ②the income from automobile sales have 23.91 million
Yuan declined from a year earlier with 16.36 % down from Huari Company, which was resulted by the deduction
of car supply, and parts of the production for car models are ends, no substitute car models for sales subsequently;
③ the property management and service income deducted a 18.43 million Yuan from a year earlier due to the
equity of Tellus Property Company transfer. Total profit achieved in the year amounting to 90.55 million Yuan,
increase 21.62 million Yuan by comparing with the 68.93 million Yuan last year, net profit attributable to parent
company amounting as 86.92 million Yuan, an increase of 20.06 million Yuan compare with 66.86 million Yuan
achieved last year, mainly because the investment income for enterprise with share participation increased on a
y-o-y basis.
In the market environment where the economy is facing downturn and the funds are generally tight, the company
strengthens the management of participating companies, urges some participating companies to realize
undistributed profit dividends to take back cash, and earnestly safeguards shareholders‘ rights and interests, which
lay a solid foundation for the company‘s key projects. During the reporting period, the company‘s leasing income,
jewelry operating income, wealth management income and financing scale reached new highs, and the financing
cost was the lowest in recent years, which effectively ensured the capital needs of the company‘s business
development.
II. Main business analysis
1. Introduction
See the ―I-Introduction‖ in ―Discussion and Analysis of the Operation‖
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
2. Revenue and cost
(1) Constitute of operation revenue
In RMB
2018 2017
Ratio in operation Ratio in operation y-o-y changes (+,-)
Amount Amount
revenue revenue
Total operation
414,238,778.96 100% 347,237,289.80 100% 19.30%
revenue
According to industries
Auto sales 122,236,609.61 29.51% 146,150,511.84 42.09% -16.36%
Auto inspection and
maintenance and 47,153,619.46 11.38% 50,192,766.34 14.45% -6.05%
accessories sales
Property rental and
93,621,443.04 22.60% 108,174,167.58 31.15% -13.45%
service
Jewelry wholesale
151,227,106.85 36.51% 42,719,844.04 12.30% 254.00%
and retails
According to products
Auto sales 122,236,609.61 29.51% 146,150,511.84 42.09% -16.36%
Auto inspection and
maintenance and 47,153,619.46 11.38% 50,192,766.34 14.45% -6.05%
accessories sales
Property rental and
93,621,443.04 22.60% 108,174,167.58 31.15% -13.45%
service
Jewelry wholesale
151,227,106.85 36.51% 42,719,844.04 12.30% 254.00%
and retails
According to region
Shenzhen 263,011,672.11 63.49% 304,517,445.76 87.70% -13.63%
Anhui 12,849,125.20 3.10% 4,884,558.80 1.40% 163.06%
Sichuan 138,377,981.65 33.41% 37,835,285.24 10.90% 265.74%
(2) About the industries, products, or regions accounting for over 10% of the Company’s operating income
or operating profit
√Applicable □ Not applicable
Does the Company need to comply with the disclosure requirements of the special industry
No
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
In RMB
Increase/decrease Increase/decrease Increase/decrease
Operating
Operating cost Gross profit ratio of operating of operating cost of gross profit
revenue
revenue y-o-y y-o-y ratio y-o-y
According to industries
Auto sales 122,236,609.61 116,630,283.37 4.59% -16.36% -17.42% 1.23%
Auto inspection
and maintenance
47,153,619.46 36,190,699.86 23.25% -6.05% -5.26% -0.64%
and accessories
sales
Property rental
85,750,554.94 37,260,988.51 56.55% -14.95% 11.57% -10.32%
and service
Jewelry
wholesale and 151,227,106.85 139,519,914.92 7.74% 254.00% 260.35% -1.63%
retails
According to products
Auto sales 122,236,609.61 116,630,283.37 4.59% -16.36% -17.42% 1.23%
Auto inspection
and maintenance
47,153,619.46 36,190,699.86 23.25% -6.05% -5.26% -0.64%
and accessories
sales
Property rental
85,750,554.94 37,260,988.51 56.55% -14.95% 11.57% -10.32%
and service
Jewelry
wholesale and 151,227,106.85 139,519,914.92 7.74% 254.00% 260.35% -1.63%
retails
According to region
Shenzhen 255,140,784.01 185,332,389.35 27.36% -14.14% -10.93% -2.62%
Anhui 12,849,125.20 14,584,662.12 -13.51% 163.06% 81.22% 51.25%
Sichuan 138,377,981.65 129,684,835.19 6.28% 265.74% 266.06% -0.08%
Under circumstances of adjustment in reporting period for statistic scope of main business data, adjusted main business based on
latest one year‘s scope of period-end
□ Applicable √ Not applicable
(3) Income from physical sales larger than income from labors
√ Yes □ No
Industries Item Unit 2018 2017 Y-o-y changes (+,-)
Sales volume Set 745 834 -10.67%
Auto sales
Storage Set 64 58 10.34%
16
深圳市特力(集团)股份有限公司 2018 年年度报告全文
Reasons for y-o-y relevant data with over 30% changes
□Applicable √ Not applicable
(4) Fulfillment of the Company’s signed significant sales contracts up to this reporting period
□ Applicable √ Not applicable
(5) Constitute of operation cost
Classification of industries and products
In RMB
2018 2017
Y-o-y changes
Industries Item Ratio in operation Ratio in operation
Amount Amount (+,-)
cost cost
Auto sales Automobile 116,630,283.37 35.09% 141,236,154.23 55.55% -17.42%
Auto inspection
Accessory,
and maintenance
maintenance and 36,190,699.86 10.89% 38,200,637.20 15.02% -5.26%
and accessories
detection
sales
Lease, property
Property rental
management and 40,006,456.97 12.04% 36,099,814.88 14.20% 10.82%
and service
other
Retail and
Jewelry operation wholesale of 139,519,914.92 41.98% 38,718,354.34 15.23% 260.35%
jewelry
Total 332,347,355.12 100.00% 254,254,960.65 100.00% 30.71%
In RMB
2018 2017
Y-o-y changes
Products Item Ratio in operation Ratio in operation
Amount Amount (+,-)
cost cost
Auto sales Automobile 116,630,283.37 35.09% 141,236,154.23 55.55% -17.42%
Auto inspection
Accessory,
and maintenance
maintenance and 36,190,699.86 10.89% 38,200,637.20 15.02% -5.26%
and accessories
detection
sales
Lease, property
Property rental
management and 40,006,456.97 12.04% 36,099,814.88 14.20% 10.82%
and service
other
Retail and
Jewelry operation 139,519,914.92 41.98% 38,718,354.34 15.23% 260.35%
wholesale of
17
深圳市特力(集团)股份有限公司 2018 年年度报告全文
jewelry
Total 332,347,355.12 100.00% 254,254,960.65 100.00% 30.71%
Note
(6) Whether the changes in the scope of consolidation in Reporting Period
√Yes □ No
Totally 15 enterprises included in consolidate statement for year of 2018, found more in the VIII. Equity in other body carry in the
annotation of financial statement in Auditing Report 2018 released on Juchao Website on the same date. One enterprise decrease in
the consolidate statement by comparing with last year.
(7) Major changes or adjustment in business, product or service of the Company in Reporting Period
□ Applicable √ Not applicable
(8) Major sales and main suppliers
Major sales client of the Company
Total top five clients in sales (RMB) 30,080,309.84
Proportion in total annual sales volume for top five clients 7.27%
Ratio of the sales from related parties in total annual sales
0.00%
among the top five clients
Information of top five clients of the Company
Serial Name Sales (RMB) Proportion in total annual sales
1 Deng Debing 7,793,834.51 1.88%
2 Wei Yanyun 5,589,604.33 1.35%
3 Mao Haitao 5,572,582.10 1.35%
4 Jin Jincheng 5,572,114.96 1.35%
5 Chen Liuhai 5,552,173.94 1.34%
Total -- 30,080,309.84 7.27%
Other situation of main clients
□ Applicable √ Not applicable
Main suppliers of the Company
Total purchase amount from top five suppliers (RMB) 276,302,382.28
Proportion in total annual purchase amount for top five
83.14%
suppliers
Ratio of the purchase from related parties in total annual 0.00%
18
深圳市特力(集团)股份有限公司 2018 年年度报告全文
purchase among the top five suppliers
Information of top five suppliers of the Company
Serial Suppliers Procurement (RMB) Proportion in total annual procurement
1 FAW TOYOTA Motor Sales Co., Ltd. 127,174,314.55 38.27%
2 Shandong Mengjinyuan Jewelry Co., Ltd. 64,518,484.00 19.41%
3 Shenzhen Jinyudeshang Gold Co., Ltd. 58,683,841.00 17.66%
Shenzhen Kaiheng Jewelry Industrial Co.,
4 17,772,521.00 5.35%
Ltd.
5 Gold Dragon Jewelry Co., Ltd 8,153,221.73 2.45%
Total -- 276,302,382.28 83.14%
Other notes of main suppliers of the Company
□ Applicable √ Not applicable
3. Expenses
In RMB
Increase/decrease
2018 2017 Note of major changes
y-o-y
Sales expense 19,987,406.50 16,490,379.71 21.21%
Management expense 44,231,376.56 36,735,283.59 20.41%
The interest expenditure increased
from a year earlier due to the new bank
loans increased at end of last year; and
Financial expense 6,508,114.19 1,520,168.86 328.12% the Phase I project of Shuibei Jewelry
Building from Zhongtian Company
completed in the period and transfer to
fixed assets with capitalization ceased
4. R&D investment
□ Applicable √ Not applicable
5. Cash flow
In RMB
Item 2018 2017 Y-o-y changes (+,-)
Subtotal of cash in-flow from
446,554,238.53 360,454,671.41 23.89%
operation activity
19
深圳市特力(集团)股份有限公司 2018 年年度报告全文
Subtotal of cash out-flow from
453,129,218.50 362,547,739.46 24.98%
operation activity
Net cash flow arising from
-6,574,979.97 -2,093,068.05
operating activities
Subtotal of cash in-flow from
1,283,663,305.04 686,489,369.68 86.99%
investment activity
Subtotal of cash out-flow from
1,261,960,622.90 835,440,610.55 51.05%
investment activity
Net cash flow arising from
21,702,682.14 -148,951,240.87
investment activity
Subtotal of cash in-flow from
163,082,000.00 239,272,000.00 -31.84%
financing activity
Subtotal of cash out-flow from
177,155,081.66 124,931,753.63 41.80%
financing activity
Net cash flow arising from
-14,073,081.66 114,340,246.37 -112.31%
financing activity
Net increased amount of cash
1,054,902.13 -36,704,421.54
and cash equivalent
Main reasons for y-o-y major changes in aspect of relevant data
√Applicable □ Not applicable
Item
2018 2017 Y-o-y changes
Note
(+,-)
Net cash flow arising from
-6,574,979.97 -2,093,068.05 The credit sales for jewelry
operating activities
wholesale from Sichuan Tellus
Company are not in the period of
sales refund; and the goods margin
are paid to the Chow Tai Fook
(Shenzhen) Co., Ltd. by Anhui
Starlight Company
Subtotal of cash in-flow from
1,283,663,305.04 686,489,369.68 86.99% Redemption of financial products
investment activity
increased in the period, bonus from
enterprise with share participation
increased and received the amount
and interest of equity transfer from
Xinglong Company
Subtotal of cash out-flow from
1,261,960,622.90 835,440,610.55 51.05% Increase of the financial products
investment activity
investment and paying the
transaction fee to SEHK for
transferring equity of Xinglong
20
深圳市特力(集团)股份有限公司 2018 年年度报告全文
Company
Net cash flow arising from
21,702,682.14 -148,951,240.87 The account and interest of equity
investment activity
transfer from Xinglong Company
received
Subtotal of cash in-flow from
163,082,000.00 239,272,000.00 -31.84% The new bank loans declined from a
financing activity
year earlier and minority
shareholder‘s investment from
Tellus Starlight Company and
Sichuan Jewelry Company
increased
Subtotal of cash out-flow from
177,155,081.66 124,931,753.63 41.80% The amount of loan payment
financing activity
increased, liquidity loan principal
and interest are paid in the period
and intercourse funds to SDG
Net cash flow arising from
-14,073,081.66 114,340,246.37 The new bank loans declined from a
financing activity
year earlier and amount of loan
payment increased on a y-o-y basis
Reasons of major difference between the cash flow of operation activity in report period and net profit of the Company
□Applicable √Not applicable
III. Analysis of the non-main business
□ Applicable √ Not applicable
IV. Assets and liability
1. Major changes of assets composition
In RMB
End of2018 End of2017
Ratio
Ratio in total Ratio in total Notes of major changes
Amount Amount changes
assets assets
Monetary fund 169,512,260.69 10.22% 161,793,218.56 11.53% -1.31%
Account
86,104,660.51 5.19% 44,215,236.68 3.15% 2.04%
receivable
Inventory 12,342,854.40 0.74% 12,646,227.22 0.90% -0.16%
Investment real
503,922,413.70 30.39% 73,223,512.21 5.22% 25.17%
estate
Long-term equity 224,644,766.21 13.55% 284,464,749.15 20.27% -6.72%
21
深圳市特力(集团)股份有限公司 2018 年年度报告全文
investment
Fix assets 112,674,017.53 6.79% 120,296,822.84 8.57% -1.78%
Construction in
12,843,571.97 0.77% 378,160,896.69 26.95% -26.18%
process
Short-term loans 143,000,000.00 8.62% 120,000,000.00 8.55% 0.07%
Long-term loans 34,934,887.55 2.11% 38,600,000.00 2.75% -0.64%
Assets held for
85,017,251.77 5.13% 5.13%
sale
Other current
332,432,494.44 20.05% 219,582,250.70 15.65% 4.40%
assets
2. Assets and liability measured by fair value
□ Applicable √ Not applicable
3. Right of the assets restrained till end of the Period
Found more in the ―Auditing Report 2018‖ disclosed on the same day in Juchao Website: 49. Assets with
ownership or use right restrained listed in Note VI. Items of Consolidate Statement
V. Investment
1. Overall situation
√Applicable □Not applicable
Investment amount at same period of last
Investment amount in the period (RMB) Changes
year (RMB)
168,971,900.00 97,600,000.00 73.13%
2. The major equity investment obtained in the reporting period
√Applicable □Not applicable
In RMB
Statu
Date of Index
Name s as
Princi Method Amount Type Current Whet disclos of
of Term of of Expec
pal of of Shareh Capital of investment her ure (if disclos
invested Partners investm the ted
busine investm investme olding sources produ profit and litigati
compan ent balan return applica ure (if
ss ent nt cts loss on
y ce ble applica
sheet ) ble
22
深圳市特力(集团)股份有限公司 2018 年年度报告全文
date )
Found
more
in
Chengdu Notice
Ruihang (No.:
Jewelry Co., 2017-0
Ltd, Chengdu 53)
Caizhiyuan release
Sichuan
Jewelry Co., Regi d on
Tellus Sales Sales
New Ltd., Chengdu strati Securit
Jewelry of 70,000,0 66.67 Fund-rai 2 July of 3,081,288. 8 July
establis Kaixing on 0.00 N ies
Technol jewelr 00.00 % sing 2047 jewelr 75 2017
hed Industrial Co., comp Times,
ogy Co., y y
Ltd.and leted Hong
Ltd.
Sichuan Kong
Baoxie Comm
Commercial ercial
Management Daily
Co., Ltd. and
Juchao
Websit
e
Found
more
in
Notice
(No.:
2018-0
11)
Shenzhe Prope Prope release
n rty rty Com d on
Not
Zhongti leasin Capital leasin plete Securit
98,971,9 100.00 Fund-rai fixed -12,585,23 9 Feb.
an g and increas N/A g and d the 0.00 N ies
00.00 % sing deadlin 4.01 2018
Industri mana e mana chan Times,
e
al Co,. geme geme ges Hong
Ltd. nt nt Kong
Comm
ercial
Daily
and
Juchao
Websit
e
23
深圳市特力(集团)股份有限公司 2018 年年度报告全文
168,971, -9,503,945
Total -- -- -- -- -- -- -- -- 0.00 -- -- --
900.00 .26
3. The major non-equity investment doing in the reporting period
□ Applicable √ Not applicable
4. Financial assets investment
(1) Securities investment
□ Applicable √ Not applicable
The Company had no securities investment in the reporting period.
(2) Derivative investment
□ Applicable √ Not applicable
The Company has no derivatives investment in the Period
5. Application of raised proceeds
√Applicable □Not applicable
(1) Overall application of raised proceeds
√Applicable □Not applicable
In 10 thousand Yuan
Usage of
Cumulativ Ratio of the
Total
e raised cumulative retained
Total Total raised Total Raised
capitals raised raised
Total raised accumulati capital has accumulati capitals
has capitals capitals
Year Way raised capital ve raised purpose of ve raised idle for
purpose of has and what
capitals used capitals uses capitals more than
uses purpose of is expected
in Period used changed in unused two years
changed in uses to invested
Period
total changed with those
capitals
As of
December
Non - 31, 2018,
2015 年 Public 63,352 8,245.02 56,430.27 0 17,097.4 26.99% 0 the 0
Offering fund-raisin
g
investment
24
深圳市特力(集团)股份有限公司 2018 年年度报告全文
projects of
the
company‘s
non-public
offering of
shares in
2015 have
completed
investment
or capital
increase,
andall the
raised
funds have
been fully
used.
Total -- 63,352 8,245.02 56,430.27 0 17,097.4 26.99% 0 -- 0
Explanation on General usage of raised capital
According to the ―Proposal of the Company‘s plan for non-public offering of shares‖ and other related proposals deliberated and
approved by the Company‘s 19th extraordinary meeting of the seventh board of directors and the 4th extraordinary general meeting
of 2014, and the ―Approval for non-public offering of shares of Shenzhen Tellus(Group) Co., Ltd.‖ (CSRC license No. [2015]173)
approved by China Securities Regulatory Commission, the Company has adopted non-public offering of shares to issue RMB
ordinary shares (A shares) of 77 million shares, and the issue price is 8.40 Yuan /Share. The total raised funds of this issuance are
646,800,000 Yuan; the net amount of raised funds is 633,520,000 Yuan after deducting the issuance costs of 13,280,000 Yuan. On
March 12, 2015, Ruihua Certified Public Accountants (special general partnership) has verified the capital of this issuance and
issued "Capital Verification Report" RHYZ No. [2015]48330003.Ended as 31st December 2018, the projects with fund raising non
publicly offering in 2015 are being completed or capital increase completion, all the funds have been used.
(2) Situation of committed project of raised proceeds
√Applicable □Not applicable
In 10 thousand Yuan
Amount Investme
of nt Predicted Project
Projects Total Total
Amount accumula program serviceab Profit Reach the feasibility
changed committe
investme
Committed investment or not d invested ted till the le realized predicted was
projects &investment (includin investme nt after
in this investme period-en condition in this interest or changed
of raised fund g nt of
adjustme
changed raised period nt till the d date of year not hugely or
partially) capitals nt (1)
period-en (3)=(2)/(1 project not
d (2) )
Investment project commitment
1.Tellus Shuibei Y 26,000 33,097.4 1,036.69 27,035.94 81.69% 0 Not N
25
深圳市特力(集团)股份有限公司 2018 年年度报告全文
Jewelry Building applicabl
e
2.1Newly increased Not
decoration costs of Y 6,809 2,799.79 208.33 244.33 8.73% 0 applicabl N
Tellus Shuibei project e
Not
2.2Bank loans payment N 19,150 19,150 0 19,150 100.00% 0 applicabl N
e
2.3 Sichuan Regional Not
Jewelry Channel Y 0 10,000 7,000 10,000 100.00% 308.13 applicabl N
Platform Company e
Not
2.4Retail market of
Y 19,500 0 0 0 0.00% 0 applicabl Y
jewelry business
e
Not
2.5Jewelry e-business Y 4,500 0 0 0 0.00% 0 applicabl Y
e
Not
2.6Jewelry training
Y 3,800 0 0 0 0.00% 0 applicabl Y
business
e
2.7Automobile leasing Not
business supporting the Y 2,630 0 0 0 0.00% 0 applicabl Y
jewelry market e
Subtotal of
-- 82,389 65,047.19 8,245.02 56,430.27 -- -- 308.13 -- --
commitment projects
Investment orientation for over raised fund
N/A
Total -- 82,389 65,047.19 8,245.02 56,430.27 -- -- 308.13 -- --
Tellus Shuibei Jewelry Building has came into service officially.
2. In the investment projects of raised funds for supplementing the Company's working capital:
(1) Repayment of bank loans of 191,500,000 Yuan has been completed.
Situation about not (2) Newly increased decoration costs of Tellus Shuibei project will put into use according to the
coming up to schemed construction progress. (3) On 7 April 2017 and 4 May 2017, the Company holding the official 7 th meeting
progress or expected of 8th BOD and AGM of 2016 respectively, deliberated and approved the ―Proposal of Canceling Part of
revenue and the the Fund-Raised Investment Projects‖, that is, the jewelry e-business, jewelry training, jewelry market
reason(In specific matching with the automobile leasing business supporting the jewelry market are determined to
project) removed.(4) On 8 May 2017 and 25 May 2017, the Company holding the 8 th extraordinary meeting of 8th
BOD and First Extraordinary shareholders meeting of 2017 respectively, deliberated and approved the
―Proposal of ‖Changed the Fund-Raised Purpose and Investment on Jewelry Channel Platform Company
in Sichuan area‖, that is, the Company will contribute fund-raised of 100 million Yuan in the project of
26
深圳市特力(集团)股份有限公司 2018 年年度报告全文
Sichuan Regional Jewelry Channel Platform Company, the Company takes 66.67% equity in the above
mentioned new company.(5) On 12 December 2017 and 28 December 2017, the Company holding the 13 th
extraordinary meeting of 8th BOD and Third Extraordinary Shareholders Meeting of 2017 respectively,
deliberated and approved ―Proposal of Change the Projects with Fund-Raised Investment‖, that is, the
Company will change the fund-raised projects according to actual conditions, increased more investment in
Tellus Shuibei Jewelry Buildings and the total fund raised investment, the second capital for decoration
will reduce to 27.9979 million Yuan from former 68.09 million Yuan, the 13.93 million Yuan which has no
projects occupied, the 40.0921 million Yuan reduced from decoration and 16.9519 million Yuan from part
of the interest and financial products will totally (70.974 million Yuan) invested in the follow-up
construction of Tellus Shuibei Jewelry Building, the Tellus Shuibei Jewelry Building project plans to have
330.974 million Yuan from the fund-raised after changed.
(1) Jewelry E-business: Jewelry e-commerce business: the jewelry e-commerce business market is highly
competitive, payback period is long, the Company needs to bear some business risks and long-playing
losses, which may bring adverse effects on the Company‘s overall performance if investing the jewelry
e-commerce platform according to the original plan under the current market situation, so the Company
has decided to suspend the plan to use raised funds to invest in this project. The raised funds in the original
plan shall be used for other projects.(2) Jewelry retail market business: since 2015, affected by the decline
of prosperity in jewelry industry and the raise of property costs, large jewelry retail markets across the
country have shrunk the business and reduced the income and profits, if the Company continued to invest
large funds into the jewelry retail market, the business risks would be large, so the Company has planned to
cancel the raised-fund investment plan for the jewelry retail market business.(3) Jewelry training business:
this project has not yet been put into use. The Company has started to investigate some schools in early
Explanation on great 2015 and found that there are already many jewelry training schools in Shenzhen Shuibei area and the
changes of feasibility market competition is rather intense; at the same time, affected by the decline of prosperity in jewelry
of project industry, the demand for training business has substantially reduced. If the Company invests in the
construction of jewelry training schools, the return on investment is relatively low and the payback period
is long, so the Company has decided to suspend the investment plan for this project, and wait to argue until
the business of jewelry service industry goes smoothly and enough resources are accumulated. The raised
funds in the original plan shall be used for other projects. (4) Automobile leasing business supporting the
jewelry market: the project has not yet been put into use. One main reason is that Shenzhen Municipal
Government announced the implementation of car-purchase restriction policy on December 29, 2014, the
car purchase takes two methods, i.e. lottery and bidding, this policy made the Company unable to carry out
this business as planned; another reason is that the prosperity of jewelry industry has declined, the demand
for automobile leasing has greatly reduced in jewelry industry of Shuibei, and the business prospects are
influenced, so the Company has decided to cancel the investment in this project. The raised funds in the
original plan shall be used for other projects.
Amount, usage and Not applicable
progress of using for
fund raising out of the
plan
Change of Not applicable
implementation place
27
深圳市特力(集团)股份有限公司 2018 年年度报告全文
of investment project
of raised capitals
Applicable
Occurred in previous year
1. On 7 April 2017 and 4 May 2017, the Company holding the official 7th meeting of 8th BOD and AGM of
2016 respectively, deliberated and approved the ―Proposal of Canceling Part of the Fund-Raised
Investment Projects‖, that is, the jewelry e-business, jewelry training, jewelry market matching with the
automobile leasing business supporting the jewelry market are determined to canceled. 2. On 8 May 2017
and 25 May 2017, the Company holding the 8th extraordinary meeting of 8th BOD and First
Extraordinaryshareholders meeting of 2017 respectively, deliberated and approved the ―Proposal
Adjustment of of ‖Changed the Fund-Raised Purpose and Investment on Jewelry Channel Platform Company in Sichuan
implementation way area‖, that is, the Company will contribute fund-raised of 100 million Yuan in the project of Sichuan
for investment project Regional Jewelry Channel Platform Company, the Company takes 66.67% equity in the above mentioned
of raised capitals new company. 3.On 12 December 2017 and 28 December 2017, the Company holding the
13thextraordinary meeting of 8th BOD and Third Extraordinary Shareholders Meeting of 2017 respectively,
deliberated and approved ―Proposal of Change the Projects with Fund-Raised Investment‖, that is, the
Company will change the fund-raised projects according to actual conditions, increased more investment in
Tellus Shuibei Jewelry Buildings and the total fund raised investment, the second capital for decoration
will reduce to 27.9979 million Yuan from former 68.09 million Yuan, the 13.93 million Yuan which has no
projects occupied, the 40.0921 million Yuan reduced from decoration and 16.9519 million Yuan from part
of the interest and financial products will totally (70.974 million Yuan) invested in the follow-up
construction of Tellus Shuibei Jewelry Building, the Tellus Shuibei Jewelry Building project plans to have
330.974 million Yuan from the fund-raised after changed.
Applicable
On April 27, 2015, the Company held the thirtieth interim meeting of the seventh board of directors which
deliberated and approved the motion about replacing the self-raised funds beforehand invested in
Particular about the fund-raising project with the raise funds, and agreed the Company to replace the self-raised funds of
advanced input and 114,162,000 Yuan invested in fund-raising project with the raise funds, of which 15.6 million Yuan was
replacement used to replace and supplement the beforehand invested self-raised funds of the Company‘s circulating
funds and 98,562,000 Yuan was used to replace and supplement the beforehand invested self-raised funds
of Tellus ShuibeiJewelry Building project. The Company‘s independent director and sponsor institution
have expresses their agreement on this matter.
Temporarily Not applicable
supplement for the
current capitals with
idle raised capitals
Balance of the amount Applicable
for raised-fund The fund-raising investment projects of the company‘s non-public offering of sharesin 2015 have
investment project after completed investment or capital increase, and all the raised funds have been used.The total funds raised as
implementation and of December 31, 2018 amounted to 8,959,100 yuan, which was net interest income generated during the
reasons depositing period of raised funds.
28
深圳市特力(集团)股份有限公司 2018 年年度报告全文
In view of the fact that the fund-raising investment projects of the company‘s non-public offering of shares
have completed investment or capital increase,in order to further improve the usage efficiency of the raised
Use of funds and
funds, the 2nd meeting of the ninth board of directors of the company reviewed and approved the Proposal
allocation for reserved
on the Company to Use the Surplus Raised Funds to Permanently Supplement the Working Capital, and
raised capital
agreed the company to use the surplus raised funds and interest income from the fund-raising investment
projects to permanently supplement the working capital.
Issues or other
conditions found in use
N/A
of fund raised and
disclosure
(3)The changed project of raised proceeds
√Applicable □Not applicable
In 10 thousand Yuan
Project
Accumulati feasibility
Total raised Investment Predicted
Amount ve funds Reach the was
Correspondi funds plans program till serviceable Profit
Project after actually actually predicted changed
ng original to invested the condition realized in
changed invested in invested interest or hugely or
project after period-end date of this year
the Period ended as the not (Y/N) not after
changed (1) (3)=(2)/(1) project
Period (2) project
changed
Tellus Tellus
Shuibei Shuibei
33,097.4 1,036.69 27,035.94 81.69% 0N N
Jewelry Jewelry
Building Building
Newly Newly
increased increased
decoration decoration
costs of costs of 2,799.79 208.33 244.33 8.73% 0N N
Tellus Tellus
Shuibei Shuibei
project project
Retail
Sichuan
market of
Regional
jewelry
Jewelry
business, 10,000 7,000 10,000 100.00% 308.13 Y N
Channel
Jewelry
Platform
e-business,
Company
Jewelry
29
深圳市特力(集团)股份有限公司 2018 年年度报告全文
training
business,
Automobile
leasing
business
supporting
the jewelry
market
Total -- 45,897.19 8,245.02 37,280.27 -- -- 308.13 -- --
1. On 7 April 2017 and 4 May 2017, the Company holding the official 7 th meeting of 8th
BOD and AGM of 2016 respectively, deliberated and approved the ―Proposal of Canceling
Part of the Fund-Raised Investment Projects‖, that is, the jewelry e-business, jewelry
training, jewelry market matching with the automobile leasing business supporting the
jewelry market are determined to canceled. 2. On 8 May 2017 and 25 May 2017, the
Company holding the 8th extraordinary meeting of 8th BOD and First
Extraordinaryshareholders meeting of 2017 respectively, deliberated and approved the
―Proposal of ‖Changed the Fund-Raised Purpose and Investment on Jewelry Channel
Platform Company in Sichuan area‖, that is, the Company will contribute fund-raised of
Explanation on reasons of the changes, 100 million Yuan in the project of Sichuan Regional Jewelry Channel Platform Company,
decision-making procedures and the Company takes 66.67% equity in the above mentioned new company. 3. On 12
information disclosure (explain by December 2017 and 28 December 2017, the Company holding the 13thextraordinary
specific project) meeting of 8th BOD and Third Extraordinary Shareholders Meeting of 2017 respectively,
deliberated and approved ―Proposal of Change the Projects with Fund-Raised Investment‖,
that is, the Company will change the fund-raised projects according to actual conditions,
increased more investment in Tellus Shuibei Jewelry Buildings and the total fund raised
investment, the second capital for decoration will reduce to 27.9979 million Yuan from
former 68.09 million Yuan, the 13.93 million Yuan which has no projects occupied, the
40.0921 million Yuan reduced from decoration and 16.9519 million Yuan from part of the
interest and financial products will totally (70.974 million Yuan) invested in the follow-up
construction of Tellus Shuibei Jewelry Building, the Tellus Shuibei Jewelry Building
project plans to have 330.974 million Yuan from the fund-raised after changed.
Particular and reasons of fail to 1. Tellus Shuibei Jewelry Building has acceptance completed in August 2018 and officially
reached the target advance or put into use.
anticipated income (explain by 2. Newly increased decoration costs of Tellus Shuibei project will put into service
specific project) according to the progress of the construction
Explanation on major changes on
project feasibility after project N/A
changed
30
深圳市特力(集团)股份有限公司 2018 年年度报告全文
VI. Sales of major assets and equity
1. Sales of major assets
□Applicable √Not applicable
The Company had no sales of major assets in the reporting period.
31
深圳市特力(集团)股份有限公司 2018 年年度报告全文
2. Sales of major equity
√Applicable □Not applicable
Ratio of
Net profit
the net Implemented on
contributed
profit schedule (Y/N),
by the sold Whether it Ownership
Trading from explained the
equity from was a Relationship transferred
Equity Sales price (10 Impact on the equity reasons and Disclosure
Counterpart period-begin Pricing principal related with the completely Disclosure index
sold day thousand Company sales in countermeasure day
to date for transaction counterparty or not
Yuan) total net for not
sales (in 10 (Y/N) (Y/N)
profit of completed on
thousand
the schedule
Yuan)
Company
In accordance
with the Assets
43% The impact on
Appraisal
Notice(No.: 2018-040)
Shenzhen equity of total profit of Report
released on Securities
Runhe Unite Shenzhen 15 the Company (Guozonglian
20 June Times, Hong Kong
Investment Xinglong June 28,667 -551 approximately Ping Bao Zi N N/A N On schedule
2018 Commercial Daily and
Development Machinery 2018 amounted as 920170 No. Juchao Website
Co., Ltd. Mould 201.88 million
3-0083 issued (www.cninfo.com.cn).
Co., Ltd. Yuan
by
Guozhonglian
Land Real
Estate Assets
32
深圳市特力(集团)股份有限公司 2018 年年度报告全文
Appraisal Co.,
Ltd.- the
enterprise with
qualification of
exercising
securities and
futures
business, the
assessment is
adopted
asset-based
approach and
income
approach
33
深圳市特力(集团)股份有限公司 2018 年年度报告全文
VII. Analysis of main holding Company and stock-jointly companies
√Applicable □Not applicable
Particular about main subsidiaries and stock-jointly companies net profit over 10%
In RMB
Company Main Register Operating Operating
Type Total assets Net Assets Net profit
name business capital revenue profit
Shenzhen
Auto Sales of auto
RMB 58.96 367,507,215. 329,287,759. 19,586,969.8 75,377,436.9 71,806,075.5
Industry and Subsidiary and
million 83 22 0 8 5
Trade accessories
Corporation
Auto
Shenzhen
maintenance
SDG Huari
and USD 5 70,696,317.9 27,344,193.3 35,692,198.1 -1,539,161.4
Auto Subsidiary -534,194.27
production million 0 4 9 4
Enterprise
and sales of
Co., Ltd.
accessories
Shenzhen
RMB
Zhongtian Property 585,058,667. 367,396,026. 14,699,530.7 -12,585,880. -12,585,234.
Subsidiary 366.2219
Industrial rental 78 29 6 50 01
million
Co,. Ltd.
Shenzhen
Huari Toyota Sales of RMB 2 53,804,879.5 171,904,862.
Subsidiary 2,096,342.64 3,492,698.33 3,501,822.26
Automobile automobile million 8 83
Sales Co. Ltd
Shenzhen
Manufacture
Xinyongtong
of inspection
Auto Vehicle RMB 19.61 10,916,976.2
Subsidiary equipment 5,718,773.31 5,537,122.24 2,035,621.51 1,653,222.79
Inspection million 3
for motor
Equipment
vehicle
Co., Ltd.
Shenzhen
Tellus Inspection
Xinyongtong and repair of RMB 32.90 74,982,130.3 56,389,412.6 11,967,233.5
Subsidiary 5,358,492.81 4,649,851.02
Automobile motor million 4 0 0
Development vehicle
Co. Ltd
Anhui Tellus RMB 9.8 13,367,177.6 12,849,125.2 -5,652,305.4 -5,652,295.4
Subsidiary Jewelry sales 4,692,436.76
Starlight million 4 0 3 3
34
深圳市特力(集团)股份有限公司 2018 年年度报告全文
Jewelry
Investment
Co., Ltd.
Sichuan
Tellus
RMB 150 136,409,389. 135,459,429. 138,377,981.
Jewelry Subsidiary Jewelry sales 6,326,229.93 4,621,702.04
million 36 90 65
Technology
Co., Ltd.
Shenzhen
Zungfu
Joint stock Car sales and RMB 30 279,725,679. 114,866,924. 1,212,159,35 29,011,810.0 24,539,734.0
Tellus Auto
Company maintenance million 00 00 5.00 0 0
Service Co.,
Ltd
Manufacture
Shenzhen
and
Dongfeng Joint stock RMB 100 846,048,516. 405,653,062. 494,413,981. 337,282,475. 274,312,241.
maintenance
Automobile Company million 34 12 09 02 81
of
Co., Ltd.
automobile
Investment in
Shenzhen
industry, RMB
Tellus Gman Joint stock 392,842,245. 124,078,027. 77,472,993.9 10,230,461.9 11,589,473.5
property 123.70496
Investment Company 54 19 2 0 5
management million
Co., Ltd.
and leasing
Particular about subsidiaries obtained or disposed in report period
√Applicable □Not applicable
Impact on overall operation and
Name Way to obtained and dispose in the Period
performance
Shenzhen Xinyongtong Dongxiao Auto. Achieved transfer investment income of
Sold by equity transfer
Inspection Co., Ltd. 1,072,860.12 Yuan
Notes of holding and shareholding companies
The Company‘s shareholding company, Shenzhen Dongfeng Motor Co., Ltd. (hereinafter referred to as ―Dongfeng Company‖),
cooperated with Shenzhen Baoli Real Estate Development Co., Ltd. to develop urban renewal projects with the land use rights of its
Longhua factory. After many negotiations and changes to the contract (agreement), the compensation method for the demolition of
Dongfeng Company‘s Longhua factory was finally determined as the monetary compensation for the relocated residential area and
the relocation of commercial real estate (Thearea is 1350 square meters). On December 27, 2017, the two parties signed the
Pre-Settlement Agreement for the Longhua Factory Demolition and Reconstruction Cooperative Development Project‖,in 2018,
Dongfeng Company confirmed the compensation income of 322.68 million Yuan for the relocation of Longhua factory; the Company
confirmed the investment income of 68.57 million Yuan according to the shareholding ratio.
35
深圳市特力(集团)股份有限公司 2018 年年度报告全文
VIII. Structured vehicle controlled by the Company
□Applicable √Not applicable
IX. Future Development Prospects
(I) Industry pattern and development trend
During the reporting period, due to the impact of the international and domestic economic situation, the domestic
economic growth slowed down and entered a stable range. After going through the bottom shocks in recent years,
although the market of jewellery industry was still uncertain due to the overall economic environment, in the long
run, benefiting from the increase in per capital disposable income of urban residents, the increasing millennial
young consumers and emerging middle class group, the demand for high-quality consumer demand and the
increase in risk aversion, the gold jewelry market has recovered to some extent, and the industry has entered a
recovery phase. According to Euromonitor data, the market size of China‘s gold and jewellery industry reached
696.5 billion yuan in 2018, a year-on-year increase of 6.72%. Although the growth rate of total retail sales of
consumer goods in 2018 declined, the gold jewelry industry is still one of the fastest growing consumer goods
categories. .
Under the dual stimulus of domestic tax reduction and encouragement of consumption upgrading policy, the
consumer side will gradually become the engine of economic growth. Under the economic new normal
background, with the maturity of the market and consumers‘ gradually higher requirements to the product quality,
the gold and jewellery companies with brand connotation and high recognition will be increasingly favored by
consumers. The technology overlay of internet + mode, internet of things, artificial intelligence, communication
and other technologies has further promoted the transformation of business ecology, and the jewelry industry has
also shifted from the original batch production expansion to the consumer-oriented and omni-channel sales
management. The unceasing overlay and penetration of gold jewelry category and the possibility of multi-scenario
consumption have increased the repurchase rate of products. Low-tier cities have become the main sinking
channels for gold jewelry enterprises in the future, the differentiation and upgrading of consumer groups may also
drive the development of the industry. It is foreseeable that in 2019, the gold jewelry consumer market will breed
and give birth to more development opportunities.
(II) The company development strategy
Since formulated the strategic plan for transforming into a third-party integrated operation service provider in the
jewelry industry in 2014, Tellus has been steadily pushing forward its strategy in accordance with the established
strategy. Through the implementation of various transformation projects in recent years, we have accumulated
practical experience in the jewelry industry, and further clarified the path of transformation,strategic layout and
core work content, namely,took becoming the most influential third-party integrated operation service provider of
fashion jewelry industry as the company‘s vision; took promoting industry norms, reducing industry costs,
creating industry value, and enhancing industry efficiency as the mission; the strategy implementation path was to
give full play to the advantages of state-owned listed companies, based on Shuibei-Buxin physical platform, with
internet integrated service platform as the hub, with supply chain financial services as a means, with innovation
and entrepreneurship platform as a breakthrough, with jewelry industry requirements as the goal, ploughed into
the upstream, midstream, and downstream of jewelry industry supply chain,opened up the jewellery industry
36
深圳市特力(集团)股份有限公司 2018 年年度报告全文
chain information island, formed the effective data cluster of industry chain, providedthe industry‘s
comprehensive value-added services, and created an O2O vertical ecosystem in the jewelry industry. In the future,
the company will actively adopt a variety of innovative models to promote the implementation of the company‘s
transformation strategy.
1. Physical platform
(1) Shuibei Jewelry Industrial Park Project: The physical platform is the core foundation of the company‘s overall
strategy. As of the end of the reporting period, the company‘s projects located at the Tellus Gmen Gold Jewelry
Industrial Park included: the phase I project of Tellus ShuibeiJewellery Building built by the company‘s
wholly-owned subsidiary, the Shuibei Jinzuo Building project constructed by the joint venture and the Xinglong
Gold and Jewelry Building constructed by the joint stock companies have been completed and put into use; the
phase II project of Tellus Shuibei Jewellery Building is also about to be put into construction. Relying on the
above-mentioned physical platforms, the company will give full play to its resource advantages, make overall
planning for the business format, and innovate the operation and management model, provide basic property
services, business butler services, marketing promotion services, talent services, financial services, testing,
packaging, catering, innovation and entrepreneurship, design creativity, incubators, warehousing, gold leasing and
other industries and services supporting value-added contents by grafting ―Jinteli ICON‖ jewelry business butler
services, innovation and entrepreneurship platforms, central treasury and safe deposit box projects, create a
jewelry industry innovation ecosystem, and energize the transformation and development of the jewelry industry.
(2) In the structural reform strategy and plan of the jewelry industry supply side in the Shuibei-Buxin area planned
by the Shenzhen Municipal Government and the Luohu District Government, Buxin areais planned to be the
jewelry intelligent manufacturing base of Luohu District. The company has a number of properties in the Buxin
industrial zone, and is the largest owner of the 04 and 05 subunits of the Buxin urban renewal unit planning
project. The company will actively promote the implementation of the reform project, improve the quality of the
company‘s assets and lay a solid foundation for the company‘s strategic transformation under the established
planning scheme of Luohu District.
2. Regional channel platform
In 2017, the company used the raised funds to cooperate with the channel vendors with strong strength in Sichuan
to co-invest and establish Sichuan Tellus Jewelry Technology Co., Ltd. During the reporting period, Sichuan
Tellus, the first project of the regional channel platform, was smoothly launched, and the supply chain settlement
supporting service system was officially put into operation, the ERP system of the jewelry industry was also put
into trial run, a standard business process system conforming to the industry situation was formed through practice
and experience, risk management and control was reasonable and effective, achieved an annual business income
of 138 million yuan and a total profit of 6.3262 million yuan. In the future, Sichuan Tellus will continue to give
full play to its own advantages, improve and innovate its own business model, create a successful example of
regional channel platform, and lay a solid foundation for the replication and expansion of the business model
nationwide.
3. Innovativeand entrepreneurial platform
In order to cultivate the innovativeand entrepreneurial soil for Shenzhen jewelry industry and promote the
37
深圳市特力(集团)股份有限公司 2018 年年度报告全文
transformation and upgrading of Shenzhen jewelry industry, Tellus Group plans to invest in the construction of
―Jewelry Industry Innovative and Entrepreneurial Base‖. The project is located on the third floor of the phase I
podium building of Tellus Shuibei Jewelry Building, with a construction area of approximately 3,500 ㎡. ―Tellus
Innovative and Entrepreneurial Base‖ is the first batch of licensed innovative and entrepreneurial bases in the
jewelry industry in Shenzhen.
The innovative and entrepreneurial base will take ―jewelers‖, ―Jinchuang Tellus makers service‖, ―new technology
and new materials R&D platform‖, ―Xinggongchang designer platform‖ and ―jewelry business incubation
platform‖ as five sub-platforms for construction, accelerate the space renovation and upgrading, ―Xinggongchang‖
innovative and entrepreneurial space, jewelry industry financial incubation system, new technology and new
materials laboratory, jewelry testing platform and other key projects, build the entire process incubation
acceleration system for the small and micro enterprises from makers‘ training to entrepreneurship, entrepreneurial
support, product marketization to the development and listing of small and micro enterprises, which provides a
rooted entrepreneurial platform for the makers so as to enhance the entrepreneurial success rate of the jewelry
industry and energize the industry innovation.
4. Jewelry financial service platform
With the full implementation of China‘s Golden Tax Phase III system and the increasing number of listed
companies in the jewelry industry, the overall management standardization and compliance of the jewelry industry
is increasing, and the entire industry is paying more and more attention to legal compliance operations. Under the
circumstances of this market transformation, the credit and capital advantages brought by the company as a
state-owned enterprise and a listed company have become more and more prominent, its popularity and industry
status in the jewelry industry has been highlighted, and the conditions for establishing a large financial service
platform are maturing day by day. In the future, Tellus will give full play to its comprehensive resource
advantages, explore and carry out various financial services such as financing guarantee business, micro-credit
business, factoring and pawn through investment, acquisition and other means to provide standardized and fast
financial services to customers nationwide.
5. Internet integrated service platform
The Internet integrated service platform is the main channel for linking the entire Tellus jewelry ecosystem, and
the ultimate carrier for data precipitation, and also the core platform for gathering resources of the entire industry
chain. By focusing on the resources and data of each business platform, Tellus will take the internet integrated
service platform as the hub and plough into the upstream, midstream and downstream of the jewelry industry
chain. At the upstream, control and hold the internet integrated service platform by the jewellery fund investment
method, introduce the channel resources of core brand owners and production wholesalers in the upstream of
Shuibei area physical platform into the internet integrated service platform, and realize the integration of upstream
resources. At the midstream, make strategic cooperation with important channel providers in each province or
large regions, establish regional channel platforms, introduce supply chain resources of regional channel providers,
and realize the integration of midstream resources. At the downstream, introduce the terminal retail store
resources in various regions through value-added services such as financial services and ERP systems, and
achieve resource integration of downstream terminals through data management. Each platform, section and
38
深圳市特力(集团)股份有限公司 2018 年年度报告全文
service support each other, establish and strengthen partnerships, and jointly build a third-party service platform
for the jewelry industry, create a jewelry industry ecosystem, and energize the innovation and development of the
jewelry industry.
(III) The company’s 2019 annual business plan
In 2019, the company will seriously implement the ―Double Hundred Actions‖ in strict accordance with the work
deployment of the board of directors, ensure the smooth realization of the ―13th Five-Year‖ planning objectives,
and strive to advance various tasks.
1. Original main business: On the basis of maintaining the stable scale of car sales and service business, actively
explore the new model of incremental business of Huari Company. In the aspect of resource assets business,
properly solve the problems left over from history through refined management, continue to tap potential and
increase revenue, meanwhile, innovate the planning type through scientific design, transform and upgrade the
original property, and improve asset quality and income level. In terms of enterprise management, continue to
improve the management level, optimize and adjust the enterprise structure, maximize the value of the
participating companies,gradually withdraw from the loss-making enterprises according to the plan,clean up the
zombie enterprises, and enhance the enterprise vitality.
2. Transformation business:
(1) Continue to optimize and improve the business model of Sichuan Tellus Company, focus on promoting the
supply chain settlement supporting service system and the ERP system in the jewelry industry, and increase the
project revenue and profit items.
(2) The key project of physical platform, i.e. phase I project of Tellus Shuibei Jewelry Building has been officially
put into operation. The company will take advantage of various resources and actively explore innovative business
models that rely on physical platforms to carry out various value-added services, and improve the comprehensive
income of the project.
(3) Actively promote the phase II project of Shuibei Jewelry Building and strive to put it into construction in 2019.
(4) Continue to promote the Tellus jewelry industry mergers and acquisitions fund project, actively seek suitable
targets for the company‘s transformation strategy, participate in and incubate the high quality projects through
fund investment and mergers and acquisitions, and provide rich resources for strategic transformation.
(5) Rapidly promote the implementation of the innovativeand entrepreneurial base project, serve the innovative
and entrepreneurial enterprises through innovative value-added service, cultivate high-quality innovative
enterprises, and inject new vitality into the industry.
3. Management:
(1) Strengthen human resource management, optimize performance management, and explore long-term incentive
mechanisms.
(2) Strengthen team building, enhance the transformation talents construction, and promote the overall quality of
human resources.
(3) Do a good job in risk internal control, strengthen risk management and control, and continue to improve the
system and internal control system.
(4) Thoroughly study and implement the spirit of the ―19th National Congress‖, combine party building work with
39
深圳市特力(集团)股份有限公司 2018 年年度报告全文
the company‘s operation and management, continue to carry out the ―two studies and one do‖ and anti-corruption
work, implement the targeted poverty alleviation work, and bring party building work to practice.
(5) Implement the various tasks of informatization construction, and complete the IT system construction of the
projects in Shuibei area and Sichuan Tellus Company in accordance with the overall business plan of the
company.
(6) Pay close attention to safety production, implement safety management responsibility system, eliminate safety
hazards, and ensure safety and no accidents.
(7) Strengthen the construction of corporate culture, focus on building a corporate culture atmosphere of striving
to be the striver, and promote the healthy development of enterprises.
(IV) Possible risks and countermeasures
In the process of strategic transformation and project operation, we will objectively and clearly recognize the
possible risks and take active and effective measures to prevent them:
1. Risks caused by fluctuations in the macroeconomic situation
In 2019, affected by the international environmental factors such as Sino-US trade disputes, exchange rate
instability, and the domestic monetary policy shifting from relatively loose to stable, China‘s economy has entered
a speed-shift period, and GDP growth has stepped into a stable ―new normal stage‖, the domestic economy is still
facing a slowdown in growth, and the risk of increasing industrial restructuring pressure has an uncertain impact
on the overall economic environment and company‘s operating results.
In response to this risk, the company will actively take various preventive measures. The first is to continue to
strengthen management, work hard, improve efficiency through scientific management, tap potential and increase
revenue, and comprehensively improve the profitability of the original business; the second is to firmly promote
the pace of strategic transformation of the company, promote the transformation of the project through innovative
business models, expand the incremental market, expand the scale of business, look for new profit growth points,
and provide a good foundation for the company‘s long-term stable development.
2. Risks brought about by transforming into new areas
In recent years, the company has fully promoted the strategic goal of transforming into a third-party integrated
operation service provider in the jewelry industry, and many transformation projects have been implemented and
achieved good results. However, in the process of deeply ploughing into the jewelry industry, the company has
become more and more aware of the difficulties and risks that may be faced in the transformation to a new
business area. Whether we can realize the innovative integration of the traditional characteristics of the jewelry
industry and the new technology and new model, how to meet the ever-changing individualized diversified needs
of emerging consumer groups, and how to take the path of innovation and development in the more competitive
industry environment in the market segment are new challenges that the company needs to solve urgently and put
forward higher requirements for the company‘s resource integration capabilities, project management capabilities
and professional talent reserves in the layout of business transformation.
In response to this risk, on the one hand, the company will continue to strengthen the transformation conviction,
make full demonstration, prudently make decisions, elaboratemanagement, and carry out market-oriented
operationin accordance with the established overall development strategy and business strategy so as to ensure
40
深圳市特力(集团)股份有限公司 2018 年年度报告全文
that the transformation projects achieve good investment returns, and actively respond to market competition; on
the other hand, the company will steadily promote reform and innovation, and take the opportunity of completing
the ―Double Hundred Actions‖ to explore and improve the company‘s long-term incentive mechanism, mobilize
the enthusiasm of all employees, improve the management level and operational efficiency of enterprises, and
effectively enhance the core competitiveness of enterprises.
X. Reception of research, communication and interview
1. In the report period, reception of research, communication and interview
□ Applicable √Not applicable
No reception of research, communication and interview in the Period
41
深圳市特力(集团)股份有限公司 2018 年年度报告全文
Section V. Important Events
I. Profit distribution plan of common stock and capitalizing of common reserves plan
Formulation, Implementation and Adjustment of common stock Profit Distribution Policy Especially Cash Dividend policy during
the Reporting Period
√Applicable □Not applicable
The company attaches great importance to the reasonable returns for investors; the Articles of Association clearly
defines the standards and proportions of cash dividends, the decision-making procedures and mechanisms, and the
form of profit distribution. The company strictly complies with the Articles of Association and the resolutions of
the shareholders' general meeting, the dividends standards and proportions are clear, relevant decision-making
procedures and mechanisms are complete, the independent directors are responsible and give play to their duties,
the medium and small shareholders have the opportunities to express their opinions and demands, and the
legitimate rights and interests of medium and small shareholders are fully maintained.
Special description on cash dividend policy
Whether it meets the requirements of the Article of Association
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 being protected Y
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):
Distribution plan (pre-plan) for common stock dividends, capitalization scheme of capital reserve (pre-plan) in latest three years
(including this period)
The parent Company‘s retained profit ended as 2016 was -55,254,500 Yuan, which is no profit distribution and
cash bonus carried out for fails to meet the condition of dividends.
As of December 31, 2017, the undistributed profit of the company‘s consolidated statements was RMB
97,798,595.80, and the undistributed profit of the parent company was RMB -1,372,862.05. The only subsidiary
that had an impact on the company‘s consolidated undistributed net profit of more than 10% was Shenzhen Auto
Industry and Trade Corporation, the main reason why the company had no dividend was because the company‘s
42
深圳市特力(集团)股份有限公司 2018 年年度报告全文
working capital was tight and there was no enough cash to pay dividends. According to Article 7.6.7 of the
―Guidelines for Standardized the Operation of Listed Companies on Main Board of Shenzhen Stock Exchange
(2015 Revised), when a listed company formulates a profit distribution plan, it should be based on the profit
available for distribution in the parent company‘s statements. At the same time, in order to avoid the situation of
over-allocation, the company should determine the specific profit distribution ratio based on the lower profit
available for distribution either in the consolidated statement or in the parent company‘s statement. Because the
undistributed profit of the parent company was negative, the company did not distribute profits in 2017, nor
increased the public reserve fund.
Profit distribution plan for year of 2018 are:carry out 4.5 additional shares for each 10 shares held by shareholders
are being converted by the capital reserve, based on total share capital 297,281,600 shares on 31st December 2018.
totally133,776,720 shares are converted and the share capital of the Company increased to 431,058,320 after this
conversion .
Cash dividend of common stock in latest three years (including the reporting period)
In RMB
Ratio of the
Ratio of the
Ratio of the total cash
Net profit cash bonus by
cash bonus in bonus (other
attributable to other ways in
net profit ways included)
common stock Proportion for net profit
attributable to Total cash in net profit
Amount for shareholders of cash bonus by attributable to
Year for bonus common stock bonus attributable to
cash bonus (tax listed company other ways(i.e. common stock
shares shareholders of (including common stock
included) in share shareholders of
listed company other ways) shareholders of
consolidation buy-backs) listed company
contained in listed company
statement for contained in
consolidation contained in
bonus year consolidation
statement consolidation
statement
statement
2018 0.00 86,924,058.72 0.00% 0.00 0.00% 0.00 0.00%
2017 0.00 66,862,772.68 0.00% 0.00 0.00% 0.00 0.00%
2016 0.00 27,193,562.63 0.00% 0.00 0.00% 0.00 0.00%
The Company gains profits in reporting period and the retained profit of common stock shareholders provided by parent Company is
positive but no plan of cash dividend proposed of common stock
√Applicable □Not applicable
The reason that why the revenues and profits distributed for
common stock holder from the parent company are positive
The usage and using plan of undistributed profit
during reporting period, but the cash bonus distribution plan of
common stock is not proposed
43
深圳市特力(集团)股份有限公司 2018 年年度报告全文
Ended as 31st December 2018, balance of monetary fund of the
parent company amounted as 283.84 million Yuan, including
fund-raising 3.3 million Yuan. According to the investment
scheme, approximately 307 million Yuan will invest for the
According to the investment scheme, approximately 307 million
projects in 2019 which has a great gap of fund. The premise of
Yuan will invest for the projects in 2019
cash dividend is that the listed company has sufficient capital,
and after dividend distribution, it will not have a major impact on
the production and operation of the listed company. Therefore,
we do not intend to adopt the method of cash dividend.
II. Profit distribution plan and capitalizing of common reserves plan for the Period
√Applicable □Not applicable
Bonus shares for every 10-share (Share) 0
Dividends for every 10-share (RMB) (Tax
0.00
included)
Shares transferred from every 10 shares (Share) 4.5
Equity base of distribution plan (Share) 297,281,600
Cash bonus distribution (RMB) (Tax included) 0.00
Cash bonus distribution in other ways (i.e. share
0.00
buy-backs) (RMB)
Total cash bonus (including other ways) (RMB) 0
Distributable profits (RMB) 18,545,850.31
Ratio of total cash dividend (other ways included)
0
in total profit distribution
Cash dividend
Other
Explanation on profit distribution or capitalizing of capital reserves
In accordance with the Auditing Report 2018 issued by Ruihua Certified Public Accountants (LLP), the net profit attributable to
owners of parent company in consolidate statement for year of 2018 amounted as 86.92 million Yuan and net profit of the parent
company amounted as 20.11 million Yuan. Ended as 31st December 2018, the retained profit of the consolidate statement was
184.54 million Yuan, capital reserve was 565.23 million Yuan; and the retained profit of parent company amounted as18.55 million
Yuan, capital reserve was 562.03 million Yuan. According to the Guidelines for Standardized the Operation of Listed Companies on
Main Board of Shenzhen Stock Exchange (2015 Revised) article 7.6.7: when formulating profit distribution plans, the listed
company shall take the profits available for distribution in the parent company‘s statement as the basis. Meanwhile, in order to
avoid the situation of over-distribution, the company should determine the specific profit distribution proportion according to the
principle of the lower profit available for distribution in the parent company‘s consolidated statement. In terms of the financial data,
the Company shall based on the profit available for distribution in the parent company‘s statement.
Ended as 31st December 2018, balance of monetary fund of the parent company amounted as 283.84 million Yuan, including
44
深圳市特力(集团)股份有限公司 2018 年年度报告全文
fund-raising 3.3 million Yuan.According to the investment scheme, approximately 307 million Yuan will invest for the projects in
2019 which has a great gap of fund. The premise of cash dividend is that the listed company has sufficient capital, and after
dividend distribution, it will not have a major impact on the production and operation of the listed company. Therefore, we do not
intend to adopt the method of cash dividend. Pursuit to the relevant regulation of Notice on Further Implementing Relevant Matters
of Dividend Distribution of Listed Companies from the CSRC and Article of Association, under the premise of guaranteeing the
normal operation and long-term development of the Company with purpose of actively return shareholders, the profit distribution
plan for year of 2018 are: carry out 4.5 additional shares for each 10 shares held by shareholders are being converted by the capital
reserve, based on total share capital 297,281,600 shares on 31st December 2018. totally133,776,720 shares are converted and the
share capital of the Company increased to 431,058,320 after this conversion. After the above mentioned plan implemented, retained
capital reserves of the parent company amounted to 428,256,131.23 Yuan.
45
深圳市特力(集团)股份有限公司 2018 年年度报告全文
III. Implementation of commitment
1. Commitments that the actual controller, shareholders, related party, buyers and the Company have fulfilled during the reporting period and have not yet
fulfilled by the end of reporting period
√Applicable □Not applicable
Type of Commitment Commitment
Commitments Commitment party Content of commitments Implementation
commitments date 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
Commitments make in disclosed publicly, the Company has not had the disclosed information about asset
Shenzhen Tellus 17 October
initial public offering or Other acquisition and business development that has not been disclosed within one year. Long-term Implementing
Holding Co., Ltd. 2014
re-financing 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
Other commitments for Shenzhen Special Horizontal In order to avoid the horizontal competition, the Company‘s controlling
26 May 2014 Long-term Implementing
medium and small Development Competition shareholder, Shenzhen SDG has issued the ―commitment letter about the
46
深圳市特力(集团)股份有限公司 2018 年年度报告全文
shareholders Group Co., Ltd. avoidance of horizontal competition‖ on May 26, 2014. The full commitment letter
(SDG) is as follows: 1. The Company and other enterprises controlled by the Company
except Tellus Group haven‘t occupied in any business that could substantially
compete with the main businesses of Tellus Group, and have no horizontal
competition relationship with Tellus Group.
From 2017 to 2019, the Company‘s profits will first be used to cover the losses of
previous years; after making up for losses of previous years, in the premise that the
Company‘s profits and cash flow can meet the Company's normal operations and
long-term development, reward shareholders, the Company will implement
positive profit distribution approaches to reward the shareholders, details are as
follows: 1. The Company‘s profit distribution can adopt cash, stock or the
combination of cash and stock or other methods permitted by law. The foreign
currency conversion rates of domestically listed foreign shares dividend are
calculated according to the standard price of HK dollar against RMB announced
by People's Bank of China on the first working day after the resolution date of the
Shenzhen Tellus Dividend shareholders' meeting. The Company prefers to adopt the cash dividends to 31 December
4 May 2017 Implementing
Holding Co., Ltd. commitment distribute profits. In order to maintain the adaptability between capital expansion 2019
and performance growth, in the premise of ensuring the full cash dividend
distributions and the rationality of equity scale and equity structure, the Company
can adopt the stock dividend methods to distribute profits. 2. According to the
"Company Law" and other relevant laws and the provisions of the Company‘s
"Articles of Association", following conditions should be satisfied when the
Company implements cash dividends: (1) the Company's annual distributable
profits (i.e. the after-tax profits after making up for losses and withdrawing
accumulation funds) are positive value, the implementation of cash dividends will
not affect the Company's subsequent continuing operations; (2) the audit
institution issues the standard audit report with clean opinion to the Company's
47
深圳市特力(集团)股份有限公司 2018 年年度报告全文
annual financial report; (3) the Company has no significant investment plans or
significant cash outlay (except for fund-raising projects). Major investment plans
or significant cash outlay refer to: the accumulated expenditures the Company
plans to used for investments abroad, acquisition of assets, or purchase of
equipment within the next 12 months reach or exceed 30% of the net assets
audited in the latest period. 3. In the premise of meeting the conditions of cash
dividends and ensuring the Company‘s normal operation and long-term
development, the Company makes cash dividends once a year in principle, the
Company‘s board of directors can propose the Company to make interim cash
dividends in accordance with the Company's profitability and capital demand
conditions. The proportion of cash dividends in profits available for distribution
and in distribution of profits should meet the following requirements: (1) in
principle, the Company‘s profits distributed in cash every year should not be less
than 10% of profit available for distribution realized in the same year, and the
Company‘s profits accumulatively distributed in cash in the last three years should
not be less than 30% of the annual average profit available for distribution realized
in the last three years. (2) if the Company‘s development stage belongs to mature
stage and there is no significant capital expenditure arrangement, when
distributing profits, the minimum proportion of cash dividends in this profit
distribution should be 80%; (3) if the Company‘s development stage belongs to
mature stage and there are significant capital expenditure arrangements, when
distributing profits, the minimum proportion of cash dividends in this profit
distribution should be 40%; (4) if the Company‘s development stage belongs to
growth stage and there are significant capital expenditure arrangements, when
distributing profits, the minimum proportion of cash dividends in this profit
distribution should be 20%; when the Company's development stage is not easy to
be differed but there are significant capital expenditure arrangements, please
48
深圳市特力(集团)股份有限公司 2018 年年度报告全文
handle according to the preceding provisions. 4. On the condition of meeting the
cash dividend distribution, if the Company's operation revenue and net profit grow
fast, and the board of directors considers that the Company‘s equity scale and
equity structure are reasonable, the Company can propose and implement the
dividend distribution plans except proposing the cash dividend distribution plans.
When allocating stock dividend every time, the stock dividend per 10 shares
should be no less than 1 share. Stock allocation can be implemented individually
or in combination of cash dividends. When confirming the exact amount of profit
distribution by stock, the Company should fully consider if the general capital
after profit distribution by stock matches with the Company‘s current operation
scale and profit growth rate and consider the impact on future financing so as to
make sure the allocation plans meet the overall interests of all shareholders.
Completed on time(Y/N) Y
As for the commitment out
of the commitment time,
Not applicable
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
IV. Non-operational fund occupation from controlling shareholders and its related party
□ Applicable √ Not applicable
No non-operational fund occupation from controlling shareholders and its related party in period.
49
深圳市特力(集团)股份有限公司 2018 年年度报告全文
V. Explanation from Board of Directors, Supervisory Committee and Independent Directors (if applicable) for “Qualified Opinion” that
issued by CPA
□Applicable √Not applicable
VI. Particulars about the changes in aspect of accounting policy, estimates and calculation method compared with the financial report of
last year
□Applicable √Not applicable
No accounting policy, estimates and calculation method changed in the Period.
50
深圳市特力(集团)股份有限公司 2018 年年度报告全文
VII. Major accounting errors within reporting period that needs retrospective restatement
□ Applicable √ Not applicable
No major accounting errors within reporting period that needs retrospective restatement for the Company in the period.
VIII. Compare with last year’s financial report; explain changes in consolidation statement’s
scope
√Applicable □Not applicable
Totally 15 enterprises included in consolidate statement for year of 2018, found more in the VIII. Equity in other body carry in the
annotation of financial statement in Auditing Report 2018 released on Juchao Website on the same date. One enterprise decrease in
the consolidate statement by comparing with last year.
IX. Appointment and non-reappointment (dismissal) of CPA
Accounting firm appointed
Name of domestic accounting firm Ruihua Certified Public Accountants (LLP)
Remuneration for domestic accounting firm (in 10 thousand
55
Yuan)
Continuous life of auditing service for domestic accounting firm 5
Name of domestic CPA Cai Xiaodong ,Zhou Xuechun
Continuous life of auditing service for domestic accounting firm 3
Re-appointed accounting firms in this period
□Yes √No
Appointment of internal control auditing accounting firm, financial consultant or sponsor
□Applicable √Not applicable
X. Particular about suspended and delisting after annual report disclosed
□Applicable √Not applicable
XI. Bankruptcy reorganization
□ Applicable √ Not applicable
No bankruptcy reorganization for the Company in reporting period
XII. Significant lawsuits and arbitrationof the Company
□Applicable √Not applicable
No significant lawsuits and arbitration occurred in the reporting period.
51
深圳市特力(集团)股份有限公司 2018 年年度报告全文
XIII. Penalty and rectification
□ Applicable √ Not applicable
No penalty and rectification for the Company in reporting period.
XIV. Integrity of the Company and its controlling shareholders and actual controllers
√Applicable □ Not applicable
During the reporting period, the Company and the controlling shareholders and the actual controllers have had
good reputation, and there is no large amount due un-liquidated debt sentenced by the court.
XV. Implementation of the Company’s stock incentive plan, employee stock ownership plan
or other employee incentives
□ Applicable √ Not applicable
During the reporting period, the Company has no stock incentive plan, employee stock ownership plan or other
employee incentives that have not been implemented.
52
深圳市特力(集团)股份有限公司 2018 年年度报告全文
XVI. Major related transaction
1. Related transaction with routine operation concerned
√Applicable □Not applicable
Trading Whether
Related limit over the Available
Clearing
Type of Content of Related transaction Proportion Date of Index of
Pricing form for
Related party Relationship related related transaction amount (in in similar approved (in approved similar
principle related disclosure disclosure
transaction transaction price 10 thousand transactions
10 thousand limited or transaction market price
Yuan)
Yuan) not (Y/N)
Notice No.:
Director, 2018-022
supervisor on
and senior Securities
Shenzhen executives Times,
Routine Offering Reference Agreed by
Zungfu Tellus of the Hong Kong
related property market 530 530 5.66% 530 N contract or 530 3 April 2018
Auto Service Company Commercia
transaction renal pricing agreement
Co., Ltd serves l Daily and
director of Juchao
the Website
enterprise (www.cninf
o.com.cn)
Shenzhen SDG Subsidiary Routine Accept Reference Agreed by Notice No.:
Tellus Property of the related property market 751.18 751.18 18.42% 660 Y contract or 751.18 3 April 2018 2018-022
Management controlling transaction management pricing agreement on
53
深圳市特力(集团)股份有限公司 2018 年年度报告全文
Co., Ltd. shareholder services Securities
Times,
Hong Kong
Commercia
l Daily and
Juchao
Website
(www.cninf
o.com.cn)
Shenzhen SDG Subsidiary
Routine Offering Reference Agreed by
Tellus Property of the
related property market 10.04 10.04 0.11% 0Y contract or 10.04
Management controlling
transaction renal pricing agreement
Co., Ltd. shareholder
Offering
Subsidiary
Shenzhen SDG Routine property Reference Agreed by
of the
Petty Loan related renal and market 8.73 8.73 0.09% 0Y contract or 8.73
controlling
Co., Ltd. transaction management pricing agreement
shareholder
service
Total -- -- 1,299.95 -- 1,190 -- -- -- -- --
Detail of sales return with major amount involved N/A
Report the actual implementation of the daily related
transactions which were projected about their total
Performing normally
amount by types during the reporting period (if
applicable)
Reasons for major differences between trading price and
Not applicable
market reference price
54
深圳市特力(集团)股份有限公司 2018 年年度报告全文
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.
55
深圳市特力(集团)股份有限公司 2018 年年度报告全文
4. Contact of related credit and debt
√Applicable □Not applicable
Whether the Company had non-operating contact of related credit and debt
√ Yes □ No
Debts payable to related party
Balance at Current Current Current Balance at
period-begin newly added recovery interest period-end
Related party Relationship Causes Interest rate
(10 thousand (10 thousand (10 thousand (10 thousand (10 thousand
Yuan) Yuan) Yuan) Yuan) Yuan)
Shenzhen
Special Intercourse
Controlling
Development funds and 3,244 36 1,561 36 1,719
shareholders
Group Co., loan interest
Ltd. (SDG)
Loan
Shenzhen
principal for
Special
Controlling the Tellus
Development 1,868 1,279 589
shareholders Group and
Group Co.,
Hurari
Ltd. (SDG)
Company
5. Other related transactions
□Applicable √Not applicable
Nil
XVII. Significant contract and implementations
1. Trusteeship, contract and leasing
(1) Trusteeship
□Applicable √Not applicable
No trusteeship for the Company in reporting period
(2) Contract
□ Applicable √ Not applicable
No contract for the Company in reporting period
56
深圳市特力(集团)股份有限公司 2018 年年度报告全文
(3) Leasing
□ Applicable √ Not applicable
No leasing for the Company in reporting period
2. Major guarantees
√Applicable □Not applicable
(1) Guarantees
In 10 thousand Yuan
Particulars about the external guarantee of the Company and its subsidiary (Barring the guarantee for subsidiaries)
Related Guarante
Name of the Announcem Actual date Actual e for
Guarantee Guarantee Implemen
Company ent of guarantee Guarantee term related
limit type ted (Y/N)
guaranteed disclosure happening limit party
date (Y/N)
Shenzhen
Zungfu Tellus 30 Sept. To the expire date of joint
3,500 17 Apr. 2007 3,500 Pledged N Y
Auto Service 2014 venture contract
Co., Ltd
Xinglong Company should
re-sign the mortgage contract
with the China Construction
Bank and complete the
procedures of mortgaging all
theproperties (hereafter
referred to as ―new
collateral‖) on the land
Shenzhen
certificate to China
Xinglong
28 Dec. Construction Bank within 60
Machinery 28,000 28,000 Pledged N Y
2018 working days after the
Mould Co.,
Ltd. release of the land use right
certificate (Shenfangdizi No.
2000599154) of land parcel
number H309-0024(1). After
the China Construction
Bankobtained the mortgage
of the new collateral, the
Stock Equity Pledge Contract
(Gujie 2016 Fang 45605
57
深圳市特力(集团)股份有限公司 2018 年年度报告全文
Futian-1) was lifted, and
China Construction Bank
released the stock equity
under the contract and write
off the relevant pledge
registration.
Total actual occurred
Total approving external guarantee
28,000 external guarantee in 31,500
in report period (A1)
report period (A2)
Total actual balance of
Total approved external guarantee external guarantee at the
31,500 31,500
at the end of report period ( A3) end of report period
(A4)
Guarantee of the Company for subsidiaries
Related Guarante
Announce Actual e for
Name of the Company Guarantee Actual date of Guarantee Guarantee Implemen
ment guarantee related
guaranteed limit happening type term ted (Y/N)
disclosure limit party
date (Y/N)
24 June 2014
Shenzhen Zhongtian 7 May Joint liability
30,000 24 June 2014 30,000 to 23 June N Y
Industrial Co,. Ltd. 2014 guaranty
2024
Total amount of actual
Total amount of approving
occurred guarantee for
guarantee for subsidiaries in report 0 30,000
subsidiaries in report period
period (B1)
(B2)
Total balance of actual
Total amount of approved
guarantee for subsidiaries at
guarantee for subsidiaries at the 30,000 30,000
the end of reporting period
end of reporting period (B3)
(B4)
Guarantee of the subsidiaries for subsidiaries
Related Guarante
Announce Actual e for
Name of the Company Guarantee Actual date of Guarantee Guarantee Implemen
ment guarantee related
guaranteed limit happening type term ted (Y/N)
disclosure limit party
date (Y/N)
Total amount of actual
Total amount of approving
occurred guarantee for
guarantee for subsidiaries in report 0 0
subsidiaries in report period
period (C1)
(C2)
Total amount of approved Total balance of actual
0 0
guarantee for subsidiaries at the guarantee for subsidiaries at
58
深圳市特力(集团)股份有限公司 2018 年年度报告全文
end of reporting period (C3) the end of reporting period
(C4)
Total amount of guarantee of the Company (total of three abovementioned guarantee)
Total amount of approving Total amount of actual
guarantee in report period 28,000 occurred guarantee in report 61,500
(A1+B1+C1) period (A2+B2+C2)
Total amount of approved Total balance of actual
guarantee at the end of report 61,500 guarantee at the end of 61,500
period (A3+B3+C3) report period (A4+B4+C4)
The proportion of the total amount of actually guarantee in the net
58.56%
assets of the Company (that is A4+ B4+C4)
Including:
Amount of guarantee for shareholders, actual controller and its
0
related parties (D)
The debts guarantee amount provided for the guaranteed parties
28,000
whose assets-liability ratio exceed 70% directly or indirectly (E)
Proportion of total amount of guarantee in net assets of the
0
Company exceed 50% (F)
Total amount of the aforesaid three guarantees (D+E+F) 28,000
Explanations on possibly bearing joint and several liquidating
N/A
responsibilities for undue guarantees (if applicable)
Explanations on external guarantee against regulated procedures
N/A
(if applicable)
Explanation on guarantee with composite way
(2) Guarantee outside against the regulation
□Applicable √Not applicable
No guarantee outside against the regulation in Period.
3. Entrust others to cash asset management
(1) Trust financing
√Applicable □Not applicable
Trust financing in the reporting period
In 10 thousand Yuan
Type Capital resources Amount for entrust Balance un-expired Overdue amount
Bank financing product Idle raised funds 4,000 0 0
Bank financing product Own funds 15,920 33,040 0
Total 19,920 33,040 0
Details of the single major amount, or high-risk trust investment with low security, poor fluidity and non-guaranteed
59
深圳市特力(集团)股份有限公司 2018 年年度报告全文
□Applicable √Not applicable
Entrust financial expected to be unable to recover the principal or impairment might be occurred
□Applicable √Not applicable
(2) Entrusted loans
□ Applicable √ Not applicable
The Company had no entrusted loans in the reporting period.
4. Other material contracts
□ Applicable √ Not applicable
No other material contracts for the Company in reporting period
XVIII. Social responsibility
1. Fulfill social responsibility
The Company has always taken the shareholders‘ return, employees‘ achievements, and social feedback as its own
duty. We adheres to the principle of fairness and actively safeguards the legitimate rights and interests of
shareholders; actively advocates achieving the self-worth while realizing the enterprise value, and creates a
working environment that the enterprise cares for employees and employees love the enterprise so as to have a
harmoniousdevelopment together; actively returns to the society and the public, and commits itself to achieve the
harmonious and sustainable development of the Company and society.
2. Performance of taking targeted measures in poverty alleviation
(1) Targeted measures in poverty alleviation
During the period, the Company participates in the targeted measures in poverty alleviation for Libai Village,
Shangguang Town, Dongyuan County, Heyuan City, Guangdong Province.
(2) Annual poverty alleviation in the Year
The Company is concerned about the mountainous areas, takes the initiative to assume social responsibilities for
poverty alleviation. According to the arrangement, the Company is responsible for thehard bottoming and widening
of village roads and thehard bottoming of roads for transporting of Li Bai village. The project has begun on
December 29, 2017, currently, the project has completed. After the project is completed, it will greatly facilitate the
production and transportation of Li Bai villagers, and the ―difficulties in roads‖ that have plagued the villagers for
many years will be thoroughly resolved.
60
深圳市特力(集团)股份有限公司 2018 年年度报告全文
(3) Results of targeted poverty alleviation
Target Measurement unit Numbers/ implementation
i. Overall —— ——
ii. Invested by specific project —— ——
1. Industrial development poverty —— ——
2. Transfer employment —— ——
3.Relocation the poor —— ——
4.Education poverty —— ——
5.Health poverty alleviation —— ——
6.Ecological protection and poverty
—— ——
alleviation
7.Fallback protection —— ——
8.Social poverty alleviation —— ——
9. Other —— ——
iii. Awards (content and grade) —— ——
(4) Follow-up of targeted poverty alleviation
Expansion and repair the road in Li Bai village
3. Environmental protection
The listed Company and its subsidiary whether belongs to the key sewage units released from environmental protection department
No
No
XIX. Explanation on other significant events
□ Applicable √ Not applicable
The Company had no explanation on other significant events in the reporting period.
XX. Significant event of subsidiary of the Company
□Applicable √Not applicable
61
深圳市特力(集团)股份有限公司 2018 年年度报告全文
Section VI. Changes in Shares and Particulars about Shareholders
I. Changes in Share Capital
1. Changes in Share Capital
In Share
Before change Increase/decrease in this time (+ , - ) After change
Capitaliza
New
Bonus tion of
Amount Ratio shares Other Subtotal Amount Ratio
share public
issued
reserve
77,000,00 -77,000,0 -77,000,0
I. Restricted shares 25.90% 0 0 0 0 0.00%
0 00 00
1. State holding 0 0.00% 0 0 0 0 0 0 0.00%
2. State-owned corporation -6,000,00 -6,000,00
6,000,000 2.02% 0 0 0 0 0.00%
shares 0 0
71,000,00 -71,000,0 -71,000,0
3. Other domestic shares 23.88% 0 0 0 0 0.00%
0 00 00
Including: domestic legal 71,000,00 -71,000,0 -71,000,0
23.88% 0 0 0 0 0.00%
person‘s shares 0 00 00
Domestic natural
0 0.00% 0 0 0 0 0 0 0.00%
person‘s shares
4. Foreigner‘s shares 0 0.00% 0 0 0 0 0 0 0.00%
Including: foreign
0 0.00% 0 0 0 0 0 0 0.00%
corporation shares
Foreign natural
0 0.00% 0 0 0 0 0 0 0.00%
person‘s shares
220,281,6 77,000,00 77,000,00 297,281,6
II. Un-restricted shares 74.10% 0 0 0 100.00%
00 0 0 00
193,881,6 77,000,00 77,000,00 270,881,6
1. RMB ordinary shares 65.22% 0 0 0 91.12%
00 0 0 00
2. Domestically listed foreign 26,400,00 26,400,00
8.88% 0 0 0 0 0 8.88%
shares 0 0
2. Foreign shares listed 0 0.00% 0 0 0 0 0 0 0.00%
62
深圳市特力(集团)股份有限公司 2018 年年度报告全文
aboard
3. Other 0 0.00% 0 0 0 0 0 0 0.00%
297,281,6 297,281,6
III. Total shares 100.00% 0 0 0 0 0 100.00%
00 00
Reasons for share changed
√Applicable □Not applicable
In March 2015, the company issued a total of 77,000,000 shares to two specific investors via non-public offering, and the issued
shares were listed on the Shenzhen Stock Exchange on March 27, 2015. According to the Administrative Measures on the Securities
Issuance of Listed Companies and other relevant regulations, the non-publicly issued A-shares were locked during the restricted
period. In this non-public offering of shares, the restricted period of 77,000,000 shares subscribed by the two subscribers was 36
months from the date of listing (March 27, 2015). During the reporting period, the restricted period of the company‘s non-public
offering of stocks expired, and was listed and circulated on April 19, 2018.
Approval of share changed
√Applicable □Not applicable
On April 11, 2018, the company submitted an application for the listing and circulatng of restricted shares toChina Securities
Depository and Clearing Corporation LimitedShenzhen Branch and the Shenzhen Stock Exchange, China Securities Depository and
Clearing Corporation Limited issued the Stock Change RegistrationConfirmation on April 18, 2018. According to the Stock Change
RegistrationConfirmation, CSDC would officially complete the change registration of lifting the restriction on restricted shares after
the market closing on April 18, 2018. On April 19, 2018, after being approved by the Shenzhen Stock Exchange, the company
disclosed the Prompt Announcement on Lifting the Restriction on the Non-public Offering of Shares‖ at www.cninfo.com.cn.
Ownership transfer of share changes
□Applicable √Not applicable
Progress of shares buy-back
□Applicable √Not applicable
Implementation progress of the reduction of repurchases shares by centralized bidding
□Applicable √Not applicable
Influence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to common
shareholders of Company in latest year and period
□Applicable √Not applicable
Other information necessary to disclose for the Company or need to disclosed under requirement from security regulators
□Applicable √Not applicable
2. Changes of restricted shares
√Applicable □Not applicable
In Share
63
深圳市特力(集团)股份有限公司 2018 年年度报告全文
Restricted
Shares
Opening shares Shares released Increased Ending shares Restricted
Shareholders Date for released
restricted in Period In restricted reasons
the
Period
Upon
Expiration of the
restriction on
Shenzhen Special
shares issued by
Development 6,000,000 6,000,000 0 0 19 April 2018
the Company
Group Co., Ltd.
non-publicly,
the shares shall
be lifted
Upon
Expiration of the
Shenzhen Capital
restriction on
Fortune Jewelry
shares issued by
Industry 71,000,000 71,000,000 0 0 19 April 2018
the Company
Investment
non-publicly,
Enterprise (LP)
the shares shall
be lifted
Total 77,000,000 77,000,000 0 0 -- --
II. Securities issuance and listing
1. Security offering (without preferred stock) in Reporting Period
□Applicable √Not applicable
2. Changes of total shares and shareholders structure as well as explanation on changes of assets and
liability structure
□Applicable √Not applicable
3. Current internal staff shares
□Applicable √Not applicable
64
深圳市特力(集团)股份有限公司 2018 年年度报告全文
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 preference
Total common with voting
Total common shareholders with
stock rights recovered
stock voting rights
shareholders at at end of last
shareholders in 52,687 51,676 recovered at end of 0 0
end of last month month before
reporting reporting period (if
before annual annual report
period-end applicable) (found
report disclosed disclosed (if
in note8)
applicable)
(found in note8)
Particulars about shares held above 5% by shareholders or top ten shareholders
Total Number of share pledged/frozen
Amount Amount
sharehold
Proportio Changes of of
Full name of Nature of n of ers at
in report restricted un-restrict
Shareholders shareholder shares the end of
State of share Amount
held period shares ed shares
report
held held
period
Shenzhen Special
Development State-owned 145,925,2 145,925,2
49.09% 0 0 0
Group Co., Ltd. corporation 56 56
(SDG)
Shenzhen Capital
Fortune Jewelry Domestic non
65,001,60 -5,998,40 65,001,60
Industry state-owned 21.87% 0 0
00 0
Investment corporate
Enterprise (LP)
GUOTAI JUNAN
SECURITIES(HO Foreign
0.40% 1,197,304 -900 0 1,197,304 0
NGKONG) corporation
LIMITED
Agricultural Bank
of China Ltd. – Other 0.26% 778,841 542,741 0 778,841 0
CSI 500 ETF
Li Guangxin Domestic nature 0.26% 761,161 0 0 761,161 0
65
深圳市特力(集团)股份有限公司 2018 年年度报告全文
person
Domestic nature
Zhong Yujian 0.11% 312,392 312,392 0 312,392 0
person
Domestic nature
He Xing 0.10% 300,100 0 0 300,100 0
person
Domestic nature
Huang Chuyun 0.09% 266,500 0 0 266,500 0
person
Foreign nature
Ding Bingfang 0.09% 265,600 265,600 0 265,600 0
person
Domestic nature
Feng Weiyong 0.08% 226,200 77,900 0 226,200
person
Strategy investors or general
corporation comes top 10 shareholders
Not applicable
due to rights issue (if applicable) (see
note3)
Among the top ten shareholders, there exists no associated relationship between the
state-owned legal person‘s shareholders SDG, Ltd and other shareholders, and they do not
Explanation on associated relationship
belong to the persons acting in concert regulated by the Management Measure of
among the top ten shareholders or
Information Disclosure on Change of Shareholding for Listed Companies. For the other
consistent action
shareholders of circulation share, the Company is unknown whether they belong to the
persons acting in concert.
Particular about top ten shareholders with un-restrict shares held
Type of shares
Shareholders‘ name Amount of un-restrict shares held at Period-end
Type Amount
Shenzhen Special Development Group RMB ordinary
145,925,256 145,925,256
Co., Ltd. shares
Shenzhen Capital Fortune Jewelry RMB ordinary
65,001,600 65,001,600
Industry Investment Enterprise (LP) shares
GUOTAI JUNAN Domestically
SECURITIES(HONGKONG) 1,197,304 listed foreign 1,197,304
LIMITED shares
Agricultural Bank of China Ltd. – CSI RMB ordinary
778,841 778,841
500 ETF shares
Domestically
Li Guangxin 761,161 listed foreign 761,161
shares
Zhong Yujian 312,392 RMB ordinary 312,392
66
深圳市特力(集团)股份有限公司 2018 年年度报告全文
shares
Domestically
He Xing 300,100 listed foreign 300,100
shares
Domestically
Huang Chuyun 266,500 listed foreign 266,500
shares
RMB ordinary
Ding Bingfang 265,600 265,600
shares
RMB ordinary
Feng Weiyong 226,200 226,200
shares
Among the top ten shareholders, there exists no associated relationship between the
Expiation on associated relationship or
state-owned legal person‘s shareholders SDG, Ltd and other shareholders, and they do not
consistent actors within the top 10
belong to the persons acting in concert regulated by the Management Measure of
un-restrict shareholders and between
Information Disclosure on Change of Shareholding for Listed Companies. For the other
top 10 un-restrict shareholders and top
shareholders of circulation share, the Company is unknown whether they belong to the
10 shareholders
persons acting in concert.
Explanation on shareholders involving
margin business about top ten common
N/A
shareholders with un-restrict shares
held(if applicable) (see note4)
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 person/person
Majority shareholder Date of foundation Organization code Main operation business
in charge of the unit
Investment in industry (specific item
should be declaration); investment in
Shenzhen Special
91440300192194195 tourism industry; development and
Development Group Zhang Junlin 20 June 1982
C operation of the real estate; domestic
Co., Ltd.
business, material supply and
marketing industry (excluding
67
深圳市特力(集团)股份有限公司 2018 年年度报告全文
monopolized commodity and
commodity under special
government control); economic
information(excluding restricted
projects); import & export business
Equity of listed
Except the shares of the Company held by SDG, SDG still holds253.93529 million shares of Shenzhen
Company in and out
SDG Information Co., Ltd. (Stock name: SDGI, Stock code: 000070), a 40.5% takes; holds7,985,809 shares
of China control and
of Sichuan Jinlu Group Co., Ltd. (Stock name: Jinlu Group, Stock code: 000510), a 1.31% takes; and
hold by the majority
9,135,174 shares of Huatai Securities Co., Ltd. (Stock name: Huatai Securities, Stock code:601688) with
shareholder in the
0.13% takes.
Period
Changes of controlling shareholders in reporting period
□ Applicable √ Not applicable
The Company had no changes of controlling shareholders in reporting period
3. Actual controller of the Company and persons acting in concert
Nature of actual controller: local state-owned assets management
Type of actual controller: legal person
Legal
Actual controlling shareholders person/person in Date of foundation Organization code Main operation business
charge of the unit
Shenzhen Municipal People‘s
Government State-owned
Peng Haibin 20 July 2003 K31728067 Not applicable
Assets Supervision and
Administration Commission
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:
68
深圳市特力(集团)股份有限公司 2018 年年度报告全文
Actual controller controlling the Company by entrust or other assets management
□Applicable √Not applicable
4. Particulars about other legal person shareholders with over 10% shares held
√Applicable □Not applicable
Legal rep./person in Date of Main business or
Corporate shareholders Register capital
charge of unit foundation management activity
Shenzhen Capital Fortune Jewelry
Industry Investment Enterprise Cheng Houbo 18 April 2014 620 million Yuan Equity investment
(LP)
5. Limitation and reducing the holdings of shares of controlling shareholders, actual controllers,
restructuring side and other commitment subjects
□Applicable √Not applicable
69
深圳市特力(集团)股份有限公司 2018 年年度报告全文
Section VII. Preferred Stock
□ Applicable √ Not applicable
The Company had no preferred stock in the Period.
70
深圳市特力(集团)股份有限公司 2018 年年度报告全文
Section VIII. Particulars about Directors, Supervisors, Senior
Executives and Employees
I. Changes of shares held by directors, supervisors and senior executives
Amount Amount
Shares Shares
of shares of shares
Start held at Other held at
Working End date increased decreased
dated of
Title Sex Age of office period-be changes period-en
Name status office in this in this
term
term gin (share) d
period period
(Share) (Share)
(Share) (Share)
Fu Currently 7 Sept. 6 Sept.
Chairman M 46 0 0 0 0 0
Chunlong in office 2018 2021
Currently 6 June 6 Sept.
Yu Lei Director F 51 0 0 0 0 0
in office 2012 2021
Zhang Currently 20 May 6 Sept.
Director M 46 0 0 0 0 0
Quanxun in office 2015 2021
Gu Currently 7 Sept. 6 Sept.
Director M 48 0 0 0 0 0
Zhiming in office 2018 2021
Director, Currently 7 Sept. 6 Sept.
Lv Hang M 58 0 0 0 0 0
GM in office 2018 2021
Currently 9 Feb. 6 Sept.
Lou Hong Director F 51 0 0 0 0 0
in office 2018 2021
Currently 4 Jan. 6 Sept.
Lou Hong CFO F 51 0 0 0 0 0
in office 2018 2021
Independ
Hu Currently 7 Sept. 6 Sept.
ent M 54 0 0 0 0 0
Yuming in office 2018 2021
director
Independ
Jiang Currently 7 Sept. 6 Sept.
ent M 56 0 0 0 0 0
Dinghang in office 2018 2021
director
Independ
Zhang Currently 7 Sept. 6 Sept.
ent M 45 0 0 0 0 0
Dong in office 2018 2021
director
71
深圳市特力(集团)股份有限公司 2018 年年度报告全文
Chairman
of the
Guo Superviso Currently 7 Sept. 6 Sept.
M 55 0 0 0 0 0
Xiaodong ry in office 2018 2021
Committe
e
Chen
Superviso Currently 4 May 6 Sept.
Yangshen M 56 0 0 0 0 0
r in office 2017 2021
g
Yang Superviso Currently 7 Sept. 6 Sept.
F 47 0 0 0 0 0
Jianping r in office 2018 2021
Liu Superviso Currently 7 Sept. 6 Sept.
F 50 0 0 0 0 0
Haicheng r in office 2018 2021
Zhang Superviso Currently 7 Sept. 6 Sept.
M 35 0 0 0 0 0
Zheng r in office 2018 2021
Deputy Currently 17 June 6 Sept.
Feng Yu M 52 0 0 0 0 0
GM in office 2006 2021
Deputy Currently 25 Oct. 6 Sept.
Xie Jing M 54 0 0 0 0 0
GM in office 2018 2021
Secretary
Currently 28 Dec. 6 Sept.
Qi Peng of the M 46 0 0 0 0 0
in office 2015 2021
Board
Lv Hang Leave the 20 May 7 Sept.
Chairman M 58 0 0 0 0 0
office 2015 2018
Chen Leave the 20 May 7 Sept.
Director M 47 0 0 0 0 0
Gengsen office 2015 2018
Director, Leave the 20 May 7 Sept.
Ding Hui M 46 0 0 0 0 0
GM office 2015 2018
Independ
Wei Leave the 20 May 7 Sept.
ent M 47 0 0 0 0 0
Shaohui office 2015 2018
director
Independ
Leave the 20 May 7 Sept.
Ji Huibin ent M 49 0 0 0 0 0
office 2015 2018
director
Independ
Li Leave the 20 May 7 Sept.
ent M 57 0 0 0 0 0
Xiangjun office 2015 2018
director
72
深圳市特力(集团)股份有限公司 2018 年年度报告全文
Chairman
of the
Supervios Leave the 20 May 7 Sept.
Chen Hua F 55 0 0 0 0 0
ry office 2015 2018
Committe
e
Fu Superviso Leave the 20 May 7 Sept.
M 46 0 0 0 0 0
Chunlong r office 2015 2018
Li Superviso Leave the 20 Dec. 7 Sept.
F 53 0 0 0 0 0
Yudong r office 2017 2018
Superviso Leave the 20 Dec. 7 Sept.
Wang Bei F 38 0 0 0 0 0
r office 2017 2018
Ren Deputy Leave the 20 May 7 Sept.
M 56 0 0 0 0 0
Yongjian GM office 2015 2018
Deputy Leave the 20 May 7 Sept.
Li Ming M 57 0 0 0 0 0
GM office 2015 2018
Total -- -- -- -- -- -- 0 0 0 0 0
II. Changes of directors, supervisors and senior executives
√Applicable □Not applicable
Name Title Type Date Reasons
Dismiss &
Fu Chunlong Chairman 7 Sept. 2018 General election
appoint
Dismiss &
Yu Lei Director 7 Sept. 2018 General election
appoint
Dismiss &
Zhang Quanxun Director 7 Sept. 2018 General election
appoint
Dismiss &
Gu Zhiming Director 7 Sept. 2018 General election
appoint
Dismiss &
Lv Hang Director, GM 7 Sept. 2018 General election
appoint
Dismiss &
Lou Hong Director, CFO 7 Sept. 2018 General election
appoint
Independent Dismiss &
Hu Yuming 7 Sept. 2018 General election
director appoint
Jiang Dinghang Independent Dismiss & 7 Sept. 2018 General election
73
深圳市特力(集团)股份有限公司 2018 年年度报告全文
director appoint
Independent Dismiss &
Zhang Dong 7 Sept. 2018 General election
director appoint
Chairman of the
Dismiss &
Guo Xiaodong Supervisory 7 Sept. 2018 General election
appoint
Committee
Dismiss &
Chen Yangsheng Supervisor 7 Sept. 2018 General election
appoint
Dismiss &
Yang Jianping Supervisor 7 Sept. 2018 General election
appoint
Dismiss &
Liu Haicheng Supervisor 7 Sept. 2018 General election
appoint
Dismiss &
Zhang Zheng Supervisor 7 Sept. 2018 General election
appoint
Dismiss &
Feng Yu Deputy GM 25 Oct. 2018 General election
appoint
Dismiss &
Xie Jing Deputy GM 25 Oct. 2018 General election
appoint
Secretary of the Dismiss &
Qi Peng 25 Oct. 2018 General election
Board appoint
Leave the office
Lv Hang Chairman while office term 7 Sept. 2018 General election
ends
Leave the office
Chen Gengsen Director while office term 7 Sept. 2018 General election
ends
Leave the office
Ding Hui Director, GM while office term 7 Sept. 2018 General election
ends
Leave the office
Independent
Wei Shaohui while office term 7 Sept. 2018 General election
director
ends
Leave the office
Independent
Ji Huibin while office term 7 Sept. 2018 General election
director
ends
Independent Leave the office
Li Xiangjun 7 Sept. 2018 General election
director while office term
74
深圳市特力(集团)股份有限公司 2018 年年度报告全文
ends
Chairman of the Leave the office
Chen Hua Supervisory while office term 7 Sept. 2018 General election
Committee ends
Leave the office
Fu Chunlong Supervisor while office term 7 Sept. 2018 General election
ends
Leave the office
Li Yudong Supervisor while office term 7 Sept. 2018 General election
ends
Leave the office
Wang Bei Supervisor while office term 7 Sept. 2018 General election
ends
Leave the office
Ren Yongjian Deputy GM while office term 7 Sept. 2018 General election
ends
Leave the office
Li Ming Deputy GM while office term 7 Sept. 2018 General election
ends
III. Post-holding
Professional background, major working experience and present main responsibilities in Company of directors, supervisors and
senior executive
Name Main work experience and holding the post
Born in 1973, Master degree, senior human resources manager. He ever took theDeputy Team Leader in Work Team
of Shenzhen SDG Huatong Packaging Co., Ltd., Business Deputy General Manager /GM and deputy
Fu Chunlong director/director of HR Department of Shenzhen SDG Co., Ltd., and supervisor of the Company. Now, he is Deputy
GM of Shenzhen SDG Co., Ltd- controlling shareholder of the Company and Supervisor of Shenzhen State-Owned
Dutyfree Commodity (Group) Co., Ltd and Chairman of the Company
Born in 1968, Master degree, a certified real estate appraiser and real estate economist. She successively served as
secretary of the international project cooperation department of Beijing Chaoyan Vocation Education Training
Center, deputy chief, chief and deputy director of Luohu Branch, the Bureau of Planning and Land of Shenzhen
Yu Lei
Municipality, the deputy director and director of State-owned Assets Supervision and Administration Commission of
the People‘s Government of Shenzhen Municipality. Now she serves as deputy GM of the controlling shareholder of
the Company- SDG and Director of the Company
Born in 1973, Master degree, he successively served as auditor and project manager in auditing department of
Zhang Quanxun Shenzhen Zhixing CPA Office; the GM assistant of Xiamen Xingdao Feilu Investment Co., Ltd., secretary of the
Board, GM assistant and staff director of Fujian Logistics Investment Financing Co., Ltd.; deputy director of Xiamen
75
深圳市特力(集团)股份有限公司 2018 年年度报告全文
Productivity Promotion Center; director of the plastic business department and strategy development department of
Shenzhen Tongchan Package Group and the director of strategy research and merger department of SZ Capital. Now
he serves as deputy president and member of the investment committee of Shenzhen Capital Fortune Investment
Management Co., Ltd. and Director of the Company
Born in 1971, a senior gold investment analyst. He successively serves as the staff of business dept. in Guilin Wan
Ya Jewelry Co., Ltd., business director of Shenzhen Chenzhixin Jewelry Co., Ltd., the business director of the
Gu Zhiming business division of Luk Fook Holdings (International), GM of Shenzhen Jing Long Jewelry Co., Ltd. and COO of
the Shenzhen XINGGUANGDA Jewelry Co., Ltd. No he serves as the deputy GM of the Shenzhen Yue Peng Jin
Jewelry Co., Ltd. and Director of the Company.
Born in 1961, Master degree, a senior political division. He successively served as lecturer and secretary of the
principal of Shenzhen University; the business manager, deputy director and director of the office of the Party Dept.
Lv Hang
of Shenzhen SDG; chairman and GM of Shenzhen SDG Xiaomeisha Tourism Center;Director and GM of Shenzhen
Tellus Holding Co., Ltd; GM of Shenzhen SDG Property Management Co., Ltd and chairman of the Company etc.
Born in 1968, a Bachelor degree and senior account. Used to worked as staff of the financial dept. in Suzhou Silk
Industry Company and in Shenzhen Southeast Silk Co., Ltd.; staff of the accounting & financial dept. of Shenzhen
Special Economic Zone Development (Group) Company and worked in accounting management office; also worked
as deputy GM of Shenzhen SDG Liancheng Real Estate Development Co., Ltd.; manager of the financial dept. of
Lou Hong
Shenzhen SDG Investment Co., Ltd.; the business manager and deputy director in accounting & financial dept. of
Shenzhen SDG Group Co., Ltd.; CFO of the Shenzhen SDG Real Estate Co., Ltd. and the deputy director of the
planning financial dept. Of Shenzhen SDG and Director and CFO of the Shenzhen SDG Xiaomeisha Investment
Development Co., Ltd. Currently works as the Director and CFO of the Company.
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 and senior gold investment analyst. He successively
served asDeputy GM of Shenzhen Qiang Zhuang Computer Tech. Co., Ltd, Deputy GM of Shenzhen Brain Age
Economic and Cultural Co., Ltd, the assistant president of Hong Kong Leader Culture Media Co., Ltd, GM of
Zhang Dong
Shenzhen Zhong Shi Advertising Co., Ltd, GM of Heilongjiang Luk Kwai Fook Jewelry Limited and President of
Luk Kwai Fook Jewelry Group. No he serves as executive director of Shenzhen Yongtian Shengdao Investment
Development Co., Ltd and Independent director of the Company.
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
Guo Xiaodong
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
76
深圳市特力(集团)股份有限公司 2018 年年度报告全文
Shenzhen SDG Development Center Construction Supervision Company, Director and GM of Shenzhen SDG
Development Center Property Management Company, deputy GM of Shenzhen SDG Property Co., Ltd., Chairman
of the Supervisory Committee of Shenzhen SD Real Estate Co., Ltd and Chairman of the Supervisory Committee of
Shenzhen SD Xiaomeisha Tourism Development Co., Ltd. Now he serves as Chairman of Supervisory Committee of
the Company
Born in 1963, a postgraduate and senior accountant. He ever served as deputy director/director of the financial dept.
in Shenzhen Industrial Products Trade Group Company; deputy director/director/CFO of the financial dept. in
Shenzhen Aokangde Group Company; director and CFO of Shenzhen State-owned Duty-Free Commodity (Group)
Chen Yangsheng
Company; director and CFO of Shenzhen Agricultural Products Co., Ltd. and supervisor of Shenzhen Tagen Group
Co., Ltd.; now he serves as director and CFO of Shenzhen SDG Co., Ltd-controlling shareholder of the Company,
and Supervisor of the Company.
Born in 1972, a postgraduate and certified public accountant. He ever served as Business manager of accounting and
finance department of SDGI, financial manager of Taike Branch, financial manager of Guanglan Branch, deputy
Yang Jianping manager and manager of the accounting & finance dept; Director and CFO of Shenzhen Tellus Holding Co., Ltd.
Now he serves as director of the accounting & finance dept of SDG-controlling shareholder of the Company and
Supervisor of the Company
Born in 1969, a postgraduate and certified public accountant. She ever served as staff of design dept. of Dongfeng
Auto Wheel Co., Ltd., staff of technical dept. of Shenzhen Dongfeng Motor Co., Ltd., staff of the secretariat of
Liu Haicheng Shenzhen Automobile Association, operations dept. staff of the automobile division of the Company, staff of
enterprise management dept. and deputy manager of the Company. Now she serves as manager of the enterprise
management dept. and supervisor of the Company
Born in 1984, a Bachelor degree. He successively served as senior auditor of Shenzhen Branch of Shenzhen
Zhongqin Wanxin Accountant Affairs, the financing commissioner of planning & finance dept. of SDG, deputy
Zhang Zheng
manager of the planning & finance dept. of the Company. Now he serves as deputy manager of the audit supervision
department and supervisor of the Company
Born in 1967, bachelor‘s degree. He ever took the deputy director of Haicheng Foreign Economic and Trade
Commission of Liaoning Province, director of liaison department of Youth President Committee of State-owned
Feng Yu Assets Administration, Deputy GM of Shenzhen Xianke Real-estate Co., Ltd., Manager of Investment Department of
China Sports Group Industry Co., Ltd.; Deputy director and Director to the Office of General Manger of Shenzhen
SDG Co., Ltd; and Supervisor of the Company. Now, he acts as Deputy General Manager of the Company
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 assecretary to the president and director in information center of
Qi Peng Shenzhen Special Economic Zone Development (Group) Co., Ltd.; deputy director in secretariat of the board, and
deputy manager in enterprise development department, and manager in automobile business department and
management department of Shenzhen Tellus(Group) Co., Ltd.; general manager of Shenzhen Tellus Automobile
77
深圳市特力(集团)股份有限公司 2018 年年度报告全文
Service Chain Co., Ltd.; general manager of Shenzhen Tellus New Yongtong Automobile Development Co., Ltd.;
director secretariat of the board of Shenzhen Tellus(Group) Co., Ltd.; and serves as secretary of the board of the
Company
Post-holding in shareholder‘s unit
√Applicable □Not applicable
Received
Position in
Start dated of End date of remuneration from
Name Name of shareholder‘s unit shareholder‘s
office term office term shareholder‘s unit
unit n
(Y/N)
Fu Chunlong Shenzhen SDG Co., Ltd. Deputy GM Dec. 2017 Y
Yu Lei Shenzhen SDG Co., Ltd. Deputy GM Aug. 2011 Y
Chen
Shenzhen SDG Co., Ltd. CFO Dec. 2016 Y
Yangsheng
Director of
Yang Jianping Shenzhen SDG Co., Ltd. planning& Jan. 2018 Y
finance dept.
Post-holding in other unit
√Applicable □Not applicable
Received
Position in Start dated of End date of office remuneration
Name Name of other units
other unit n office term term from other unit
(Y/N)
Shenzhen Capital Fortune Investment Deputy
Zhang Quanxun Feb. 2013 Y
Management Co., Ltd. President
Gu Zhiming Shenzhen Yue Peng Jin Jewelry Co., Ltd Deputy GM May 2011 Y
professor of
school of
Hu Yuming Jinan University management June 2003 Y
and doctoral
supervisor
Shanghai ALLBRIGHT (Shenzhen) Law
Jiang Dinghang Senior partner April 2005 Y
Office
Shenzhen Yongtian Shengdao Investment Executive
Zhang Dong April 2014 Y
Development Co., Ltd. Director
Punishment of securities regulatory authority in recent three years to the Company‘s current and outgoing directors, supervisors and
senior management during the reporting period
□Applicable √Not applicable
78
深圳市特力(集团)股份有限公司 2018 年年度报告全文
IV. Remuneration for directors, supervisors and senior executives
Decision-making procedures, recognition basis and payment for directors, supervisors and senior executives
The Company executes in strict accordance with the "Salary Management System for Headquarters of Shenzhen
Tellus(Group) Co., Ltd. ", "Staff Performance Management System for Headquarters of Shenzhen Tellus (Group)
Co., Ltd. ", "Implementing Rules of Remuneration and Appraisal Committee of the Board of Shenzhen
Tellus(Group) Co., Ltd.", "Annual Performance Management Approaches for Leading Group Members of
Shenzhen Tellus(Group) Co., Ltd." and other relevant system regulations, strictly implements the performance
appraisal, and pay the remuneration in accordance with the assessment results.
Remuneration for directors, supervisors and senior executives in reporting period
In 10 thousand Yuan
Total Whether
remuneration remuneration
Post-holding
Name Title Sex Age obtained from the obtained from
status
Company (before related party of
taxes) the Company
Chairman, Party Currently in
Fu Chunlong M 46 0Y
secretary office
Currently in
Lv Hang Director, GM M 58 108.31 N
office
Ding Hui Director, GM M 46 Leave the office 91.32 N
Chairman of the
Currently in
Guo Xiaodong Superviosry M 55 8.5 N
office
Committee
Chairman of the
Chen Hua Superviosry F 55 Leave the office 44.9 N
Committee
Ren Yongjian Deputy GM M 56 Leave the office 71.7 N
Currently in
Lou Hong Director, CFO F 51 32.5 N
office
Currently in
Feng Yu Deputy GM M 52 90.59 N
office
Li Ming Deputy GM M 57 Leave the office 71.93 N
Currently in
Xie Jing Deputy GM M 54 8.16 N
office
Secretary of the Currently in
Qi Peng M 46 52.33 N
Board office
79
深圳市特力(集团)股份有限公司 2018 年年度报告全文
Wang Bei Supervisor F 38 Leave the office 26.98 N
Li Yudong Supervisor F 53 Leave the office 34.03 N
Currently in
Liu Haicheng Supervisor F 50 18.53 N
office
Currently in
Zhang Zheng Supervisor M 35 13.93 N
office
Independent
Ji Huibin M 49 Leave the office 5N
director
Independent
Wei Shaohui M 47 Leave the office 5N
director
Independent
Li Xiangjun M 57 Leave the office 5N
director
Independent Currently in
Hu Yuming M 54 3N
director office
Independent Currently in
Jiang Dinghang M 56 3N
director office
Independent Currently in
Zhang Dong M 45 3N
director office
Total -- -- -- -- 697.71 --
Delegated equity incentive for directors and senior executives in reporting period
□Applicable √Not applicable
V. Particulars of workforce
1.Number of Employees, Professional composition, Education background
Employee in-post of the parent Company(people) 47
Employee in-post of main Subsidiaries (people) 290
The total number ofcurrent employees(people) 337
The total number of current employees to receive pay (people) 337
Retired employee‘ s expenses borne by the parent Company and
0
main Subsidiaries(people)
Professional composition
Category of professional composition Numbers of professional composition (people)
Production personnel 40
Sales personnel 86
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
Technician 115
Financial staff 28
Administration staff 68
Total 337
Education background
Type of education background Numbers (people)
Master 23
Bachelor degree 83
Junior college 78
Technical secondary school 43
Other 110
Total 337
2. RemunerationPolicy
The Company executes in strict accordance with the "Salary Management System for Headquarters of Shenzhen
Tellus Holding Co., Ltd. ", "Staff Performance Management System for Headquarters of Shenzhen Tellus Holding
Co., Ltd. " and other relevant system regulations strictly implement.
3. Training programs
The Company always attaches importance to the training and development work for employees; and committed to
creating a comprehensive talent training system in order to helping the successful achievement in continuous
improvement of staff‘s comprehensive ability and in strategy target of the Company. Combine with current
situation of the Company, and take annual planning, position requirement and responsibility as well as
enterprise‘s development needs into consideration, the Company formulated a systematic training plans and talent
cultivation projects; strengthen training works in aspect of multi-tiered, multi-channel, multi-field and multi-form,
including induction training for new employees, business training for on-job employees, operation skill training
for workers at the production line, upgrade training for manager, project development and risk control training,
continues to improve general quality for employees in order to achieve a win-win situation for the Company and
employees.
4. Labor outsourcing
□Applicable √Not applicable
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
Section IX. Corporate Governance
I. Corporate governance of the Company
During the reporting period, the Company has been observing the laws and regulations as Company Law,
Securities Law, Governance Criteria of the Listed Companies, Guidelines for Standardized Operation of Listed
Companies on the Main Board of Shenzhen Stock Exchange and relevant rules issued by the CSRC, for the
purpose of improving its legal person governance structure, setting up and improving the internal control system,
and standardizing its operation level. According to the Articles of Association, Procedure Rules of Shareholders
General Meeting, Procedure Rules of Board of Directors, Procedure Rules of Supervisory Committee, Working
Rules of Independent Directors, Working Rules of General Manager, working rules of every committee of the
Board and a series of rules and regulations, the Company maintained formal procedures, clearly duties and
obligations of its general meeting, board of directors, supervisory committee, each specialized committee of the
board and senior manager. Each of its directors, supervisors and senior managers can perform their duties
earnestly.
In 2018, the Company have convened four shareholders general meetings, 16 meetings of the Board, 6 meeting of
the Supervisory Committee, 2 meetings of Auditing Committee of the Board, one meeting of Strategy Committee
of the Board and one meeting of Remuneration and Appraisal Committee of the Board; relevant governance
documents as Articles of Association, Procedure Rules of Shareholders General Meeting, Procedure Rules of
Board of Directors, Implementation Rules and Procedure Rules of Supervisory Committee and Working Rules of
General Manager etc. are being revised;in accordance with the principles of professionalization, professionalism,
and marketization, the company completed the election of the board of directors, the board of supervisors, and the
senior management. In order to establish and improve the company‘s standardized operation mechanism and
improve the company‘s internal control system, the company promoted the revision, promulgation and abolition
of the system in accordance with the established system construction work plan, and revised a number of rules and
regulations throughout the year.
As of the end of the reporting period, the actual situation of corporate governance was in line with the
requirements of the regulatory documents issued by the China Securities Regulatory Commission on the
governance of listed companies.
Is there any difference between the actual condition of corporate governance and relevant regulations about
corporate governance for listed Company from CSRC?
□Yes √ No
There are no differences between the actual condition of corporate governance and relevant regulations about
corporate governance for listed Company from CSRC.
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II. Independent of the Company relative to controlling shareholders’ in aspect of businesses,
personnel, assets, organization and finance
The Company has been independent from the controlling shareholders in terms of business, personnel, asset,
institution and finance. The Company has independent and complete business and is able to operate
independently.
(i) Business: the Company belongs to independent legal person entity. Being completely independent from
controlling shareholders, it has independent and complete business system and is able to operate independently.
The Company has independent production, sales and service systems and its major business. There is no
inter-competition between the Company and its controlling shareholders and related parties.
(ii) Personnel: the Company establishes complete labor, human resources and salary management systems. Senior
executive as GM, Deputy GM, CFO and Secretary of the Board etc. are receives remuneration from the Company
since they are employed by the Company, and no one takes position in the enterprises owned by shareholders.
(iii) Assets:The Company independently and completely owns the business system and underlying assets related
to the operation, and independently registers, establishes accounts, adjusts accounts and manages the assets, and
the assets are independent of the controlling shareholders and other enterprises controlled by them.
(iv) Finance: the Company has independent financial accounting department which set independent accounting
calculation system and finance management system. No controlling shareholder intervenes in the capital
application of the Company. The Company opens separate bank accounts. No capital is saved in the financial
Company or settlement center account controlled by substantial shareholder or other related parties; the Company
does not share bank account with controlling shareholders and other enterprise under their control.And The
Company pays taxes by law independently.
(v) Institution: the board, the supervisory committee and other internal institutions of the Company operate
independently. All the institutions of the Company are set according to the standards requirements applicable to
listed Company and actual business natures of the Company. It has independent office location.
III. Horizontal competition
□Applicable √Not applicable
IV. In the report period, the Company held annual shareholders’ general meeting and
extraordinary shareholders’ general meeting
1. Annual Shareholders’ General Meeting in the report period
Ratio of investor
Session of meeting Type Meeting Date Date of disclosure Index of disclosure
participation
First Extraordinary Extraordinary 73.01% 27 Feb. 2018 28 Feb. 2018 ‖Resolution Notice
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
General Meeting General Meeting of First
of2018 Extraordinary
General Meeting of
2018‖ (No.:
2018-014) published
on Securities Times,
Hong Kong
Commercial Daily
and Juchao Website
(www.cninfo.com.cn
―Resolution Notice
of Annual General
Meeting of 2017‖
(No.: 2018-041)
published on
Annual General Annual General
73.07% 29 June 2018 30 June 2018 Securities Times,
Meeting of2017 Meeting
Hong Kong
Commercial Daily
and Juchao Website
(www.cninfo.com.cn
)
‖Resolution Notice
of Second
Extraordinary
General Meeting of
Second
2018‖ (No.:
Extraordinary Extraordinary
72.06% 7 Sept. 2018 8 Sept. 2018 2018-050) published
General Meeting General Meeting
on Securities Times,
of2018
Hong Kong
Commercial Daily
and Juchao Website
(www.cninfo.com.cn
‖Resolution Notice
of Third
Extraordinary
Third Extraordinary General Meeting of
Extraordinary
General Meeting 71.03% 24 Dec. 2018 25 Dec. 2018 2018‖ (No.:
General Meeting
of2018 2018-067) published
on Securities Times,
Hong Kong
Commercial Daily
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
and Juchao Website
(www.cninfo.com.cn
2. Request for extraordinary general meeting by preferred stockholders whose voting rights restore
□Applicable √Not applicable
V. Responsibility performance of independent directors
1.The attending of independent directors to Board meetings and general meeting
The attending of independent directors to Board Meeting and shareholders general meeting
Times of Absent the
Times of Times of
Name of Board meeting Times of Meeting for
Times of attending by Times of attending
independent supposed to entrusted the second
Presence communicatio Absence shareholders‘
director attend in the presence time in a row
n meeting
report period (Y/N)
Wei Shaohui 9 1 8 0 0N 0
Ji Huibin 9 1 8 0 0N 2
Li Xiangjun 9 1 8 0 0N 0
Hu Yuming 7 1 6 0 0N 2
Jiang Dinghang 7 1 6 0 0N 2
Zhang Dong 7 1 6 0 0N 1
Explanation of absent the Board Meeting for the second time in a row
No independent directors did not attend the Board Meeting for the second time in a row during the period
2. Objection for relevant events from independent directors
Independent directors come up with objection about Company‘s relevant matters
□Yes √No
Independent directors has no objections for relevant events in reporting period
3. Other explanation about responsibility performance of independent directors
The opinions from independent directors have been adopted
√ Yes □ No
Explanation on advice that accepted/not accepted from independent directors
In accordance with the provisions of the Company Law, the Securities Law, the Stock Listing Rules, the
Independent Director System and other relevant laws and regulations, the company‘s independent directors paid
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
attention to the normalization of the company‘s operations, performed their duties independently, diligently and
conscientiously did their duties, and made independent, objective and fair opinions on the company‘s fund
occupation of related party and external guarantees during the reporting period, profit distribution matters,
self-evaluation of internal control of the company, deposit and use of raised funds, changes in accounting
policies,related transactions,use of partially idle raised funds and self-owned funds to purchase bank financial
products, election of the board of directors, appointment of senior management personnel, providing stock equity
pledge guarantee for the bank loans of Shenzhen Xinglong Machinery Mould Co., Ltd., engaging audit
institutions for financial reports and internal control and other matters requiring independent directors to express
independent opinions, which played an active role in improving the company‘s supervision mechanism and
helping the board of directorsmake scientific and objective decisions, and played an important role in
safeguarding the legitimate rights and interests of the company and all shareholders.
VI. Duty performance of the special committees under the board during the reporting period
Board of Director of the Company have three special committees as strategic committee, auditing committee and
remuneration and appraisal committee, and formulated implementation rules for the special committees
independently. During the reporting period, all committees had clear responsibilities and the overall operations
were good, which ensured efficient operation and scientific decision-making of the board of directors, and there
were no other important opinions and suggestions.
1. Duty performance of the strategic committee
The strategic committee of the board is specially set-up according to the regulation of Governance Criteria of the
Listed Companies, responsible for study on the long term development strategy and material investment decisions
and raising its recommendations.The committee comprised of 5 directors, and the committee is chaired by
chairman of the Company.During the reporting period, the committee actively performed its duties, and carry out
works strictly in accordance with relevant rules of the CSRC, Shenzhen Stock Exchange and Working Rules of
Strategic Committee, with each of its members doing their best to perform the respective duties, provides strategic
supports for the sustained and steady development of the Company. One meeting was held by strategic committee
in 2018, which including:
On December 24, 2018, the strategy committee of the board of directors held a meeting and reviewed the Proposal
on Investment and Construction of Tellus Innovative and Entrepreneurial Base Project‖,each committee member
made research on the investment project and offered proposals, which played an important role in strengthening
the scientificity of investment decisionand improving the benefits and quality of investment decision..
2. Duty performance of theaudit committee
The audit committee of the board of directors is a specialized work organization set up by the board of directors in
accordance with the Guidelines for the Governance of Listed Companies, and is mainly responsible for the
communication, supervision and verification of internal and external audits of the company.The committee
comprised of 5 directors, including 3 independent directors, and the committee is chaired by independent director
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
of the Company.During the reporting period, the committee actively performed its duties, and carry out works
strictly in accordance with relevant rules of the CSRC, Shenzhen Stock Exchange and Working Rules of Audit
Committee. Pay close attention to the company‘s management, financing and implementation of internal control
standards; strengthen the communication and contact with the company‘s relevant responsible departments,
review the validity assessment of the company‘s internal control and enterprise risk management through
communication, inspection, reporting, etc., and check whether the company‘s operations, financing and
accounting policies comply with laws and regulations, and provide management and audit opinions.
Two meetings were held by audit committee in 2018, which including:
(1) During the annual audit, the audit committee took active attitude in relevant works. Prior to the official
involvement of Ruihua Certified Public Accountants (LLP) (hereinafter referred to as Ruihua) in the annual audit,
on 30 January 2018, the audit committee held meeting and determined the working arrangement for annual report
after negotiation with Ruihua, reviewed the financial statements prepared by the Company, the committee agreed
to submit the financial statements and related information to Ruihua for audit.
(2) The audit committee held meeting on 2 April 2018 to re-review the financial statements, and formed written
opinions and resolutions in respect of the annual financial statements, audit work summary report.
3. Duty performance of the remuneration and appraisal committee
The remuneration and appraisal committee of the board of directors is a specialized working organization set up
by the board of directors in accordance with the Guidelines for the Governance of Listed Companies,it is mainly
responsible for formulating the assessment criteria for the company‘s directors and senior management personnel
and making the assessment, responsible for formulating and reviewing the pay policy and programs of the
company‘s directors and senior management personnel, and responsible for the board of directors.The committee
comprised of 5 directors, including 3 independent directors, and the committee is chaired by independent director
of the Company.During the reporting period, the committee actively performed its duties, and carry out works
strictly in accordance with relevant rules of the CSRC, Shenzhen Stock Exchange and Working Rules of Audit
Committee. The committee comprised of 5 directors, including 3 independent directors, and the committee is
chaired by independent director of the Company.During the reporting period, the committee actively performed its
duties, and carry out works strictly in accordance with relevant rules of the CSRC, Shenzhen Stock Exchange and
Working Rules of Audit Committee. One meeting was held by remuneration and appraisal committee in 2018,
which including:
On August 3, 2018, the remuneration and appraisal committee of the board of directors held a meeting and
reviewed the annual performance appraisal indicators and remuneration of the company‘s directors, supervisors
and senior management personnel. After review, all members of the remuneration and appraisal committee
considered that the remuneration payment during the reporting period was in line with the company‘s performance
appraisal system, the remuneration of directors, supervisors and senior executives were determined by the
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
company‘s relevant system.
VII. Works from Supervisory Committee
The Company has risks in reporting period that found in supervisory activity from supervisory committee
□ Yes √ No
Supervisory committee has no objection about supervision events in reporting period
VIII. Examination and incentives of senior management
Board of the Company evaluated senior executives based on relevant regulations at end of this reporting period.
IX. Internal Control (IC)
1. Details of major defects in IC appraisal report that found in reporting period
□Yes √ No
2. Appraisal Report of Internal Control
Disclosure date of full internal
2 April 2019
control evaluation report
Juchao website for information disclosure appointed by Shenzhen Stock
Disclosure index of full internal
Exchange:
control evaluation report
http://www.cninfo.com.cn
Ratio of the total assets from enterprise
included in the appraisal range in total 97.58%
assets in consolidate statement
Ratio of the operation revenue from
enterprise included in the appraisal range 98.66%
in total revenue in consolidate statement
Defects Evaluation Standards
Category Financial Reports Non-financial Reports
Significant defects: Individual defects or 1. Major deficiencies: A. Great
together with other defects causing the decisions violate the Company‘s
Qualitative criteria material misstatementsin financial reports established procedure, resulting in
cannot be timely prevented or found or significant losses to the Company;
corrected. It is recognized as a significant B. Serious violation of laws and
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
defect if following cases happen.A. Fraud regulations results in significant
of management leading to material losses to the Company; C.
misstatements of financial results or Important businesses are lack of
false financial reports, which mislead system control or system control
users of financial statements and result fails; D. Serious brain drain of
in decision-making mistakes and core management or core
litigation; B. Ineffective control technical staff; E. Significant
environment;C. Major internal control deficiencies in the internal
deficiencies found and reported to the evaluation results have not been
management but haven‘t been corrected. F. The failure of internal
corrected after a reasonable time; D. control to information disclosure causes
The decision-making of the the company to be publicly condemned
Company‘s major matters has not by the regulatory authorities.
fulfilled the corresponding 2. Significant deficiencies: A. The
decision-making process, resulting in Company violates the enterprise
significant losses of the Company; E. internal regulations and causes
Important businesses involving the significant losses; B. Serious
Company‘s production and brain drain of business personnel
management are lack of effective in the Company‘s key positions;
control;F. Other defects that C. The Company‘s significant
seriouslymislead the correct judgments made business systems have
by the users of the statements, resulting in deficiencies; D. The significant
the company‘s major compensation. deficiencies in the internal control
2. Important defects: Individual defects or of the Company have not been
together with other defects causing the corrected.
misstatementsin financial reports cannot be 3. General deficiencies refers to
timely prevented or found or corrected, deficiencies except for major and
though the misstatements don‘t reach and significant deficiencies.
exceed the importancelevel, they should still
cause the management‘s attention. It is
recognized as an important defect if
following cases happen.A. The selection
and application of accounting policies
do not follow the generally accepted
accounting principles; B. Anti-fraud
programs and control measures have
been not established; C.
Corresponding control mechanism for
accounts handling of unconventional
or special transactions has not been
established or implemented and has no
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
there is no appropriate compensatory
controls; D. The controls to the
period-end financial reporting process
have one or more defects and cannot
reasonably ensure that the financial
statements prepared are true and
accurate.3. General deficiencies refers
to thedeficiencies except for major
and significant deficiencies.
1. Major deficiencies: loss
amount > 1.5% of owner's equity
attributable to parent Company,
1. Major deficiencies: misstatement
and absolute amount > 5 million
amount > 10% of total profit, and
Yuan;
absolute amount > 2 million Yuan;
2. Significant deficiencies: 0.5%
2. Significant deficiencies: 5% of
of owner's equity attributable to
total profit < misstatement amount
parent Company < loss amount ≤
≤10% of total profit, and absolute
1.5% of owner's equity
Quantitative standard amount > 1 million Yuan; or 1
attributable to parent Company, or
million Yuan < absolute amount ≤ 2
1 million Yuan < absolute amount
million Yuan, and misstatement
≤ 5 million Yuan;
amount > 5% of total profit.
3. General deficiencies: misstatement
3. General deficiencies: loss
amount ≤ 5% of total profit, or
amount ≤ 0.5% of owner's
absolute amount ≤ 1 million Yuan
equity attributable 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
0
financial reports
Amount of important defects in
0
non-financial reports
X. Auditing report of internal control
√Applicable □Not applicable
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
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 2018 according to Basic Standards of Internal Control for Enterprise and
relevant regulations.
Disclosure details of audit
Disclosure
report of internal control
Disclosure date of audit report
2 April 2019
of internal control (full-text)
Juchao website for information disclosure appointed by Shenzhen Stock
Index of audit report of
Exchange:
internal control (full-text)
http://www.cninfo.com.cn
Opinion type of auditing
Standard without reserved reports
report of IC
whether the non-financial
No
report 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
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
Section X. Corporate Bond
Whether the Company has a corporation bonds that issuance publicly and listed on stock exchange and without due on the date when
annual report approved for released or fail to cash in full on due
No
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
Section XI. Financial Report
I. Audit Report
Type of audit opinion Standard unqualified auditor‘s report
Date of audit report signing 1 April 2019
Audit authority Ruihua Certified Public Accountants (LLP)
Serial of Audit Report Ruihua Shen Zi 【2019】No.: 48400003
CPA‘s name Cai Xiaodong, Zhou Xuechun
Text of audit report
To the shareholders of Shenzhen Tellus Holding Company Limited:
I. Opinion
We have audited the financial statements of Shenzhen Tellus Holding Company Limited (―the Company‖), which
comprise the consolidated and company balance sheet as at 31 December 2018, and the consolidated and the
Company‘s income statements, the consolidated and the Company‘s statements of changes in equity and the
consolidated and the Company‘s statements of cash flows for the year then ended, and notes to the financial
statements.
In our opinion, the accompanying financial statements present fairly, in all material respects, the consolidated and
the Company‘s financial position as at 31 December 2018, and the consolidated and the Company‘s financial
performance and cash flows for the year then ended in accordance with Accounting Standards for Business
Enterprises.
II. Basis for Opinion
We conducted our audit in accordance with China Standards on Auditing (―CSAs‖). Our responsibilities under
those standards are further described in the Auditor‘s responsibilities for the audit of the financial statements
section of our report. We are independent of the Company in accordance with China Code of Ethics for Certified
Public Accountants (the ―Code‖), and we have fulfilled our other ethical responsibilities in accordance with the
Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
III. Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
the financial statements of the current period. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters. We determine the followings are key audit matters in need of communication in our report.
(I) Measurement of the carrying value of construction in progress
1. Factual description
As disclosed notes VI, 2 and VI, 14 to the financial statements，After the completion of the first phase of the Teli
Shuibei Jewelry Building project in this year, the original value of the investment real estate was RBM438.086
million, which accounted for a significant proportion of the total assets. When carrying over the first phase of the
Teli Shuibei Jewelry Building project to the investment real estate, the management should make judgments on
the following aspects: determining the time when the project under construction will be transferred to the
investment real estate and starting to calculate depreciation; estimating the cost of the completed project that has
not yet been settled; estimating the expected useful life and residual value of the corresponding investment real
estate. Because the confirmation and measurement of the investment real estate in construction involves the
management's judgment and the amount is of great importance, the confirmation and measurement of the
investment real estate in Tereshuibei Jewelry Building Phase I project are identified as the key audit items.
2. How our audit addressed the matter
(1) We have tested the design and implementation of key internal controls in the relevant projects to confirm the
effectiveness of internal controls;
(2) We have carried out the field investigation procedure, inquired the person in charge of the first phase of the
project of Teli Shuibei Jewelry Building to know the construction progress of the project;
(3) We inspected the original vouchers of the first phase of the project added in this year, such as the project
contract, acceptance report, settlement documents, progress payment application, invoice and payment vouchers,
in order to determine whether the entry amount is accurate.
We have acquired and checked the payment progress account, the cumulative measurement report of important
individual or unit projects for the first phase of the Tereshuibei Jewelry Building project, and cross-checked the
account, statement records and book amount to check the integrity of the construction under construction.
Check the correctness and completeness of the end-of-period balance of the payable project with the auditing of
the payable project funds, and corroborate the total contract amount, the accumulative payment amount and the
unpaid amount of the completed project amount of the important single or unit project.
We performed the following procedures for construction in progress.
We assessed the design and implementation of the key project-related internal controls of the Company in order to
determine the effectiveness of the internal control policies;
We conducted a field investigation procedure by consulting supervision company as well as the person who was in
charge of the Project about the progress of the Project.
We verified the accounting records about the Project by obtaining substantial accounting vouchers, such as
construction contracts、acceptance reports、project statement、demand notes for interim payments、invoices、
payment certificate and so on, in order to determine the accuracy of the construction in progress.
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
We obtained and cross-checked the records in the Project payments standing books and applications of bill of
quantities so as to verify the completeness of the construction in progress.
(4) For projects completed in the current year, check the completed individual or comprehensive acceptance
documents, including building foundation, main project, installation project acceptance documents and planning
acceptance documents, and confirm the time point for completion and transfer of investment real estate;
(5) Evaluate the reasonableness of accounting estimates related to depreciation and review the depreciation
charged on the books.
(II) Revenue recognition for sales of cars
1.Factual description
As disclosed in Note (Ⅵ) 35 and Note (13) 4 to financial statements，In 2018, sales revenue of automobiles and
jewelry was RMB 27,346.37 million, which accounted for a large proportion of total sales revenue and increased
rapidly. Therefore, there may be related risks in the confirmation of sales revenue. Therefore, we regard the
confirmation of sales revenue as a key audit item.
2.How our audit addressed the matter
Our main audit procedures for the above key audit matters related to revenue recognition include:
(1) Understanding and testing the design and implementation of the internal control system related to sales and
receipts of Tellus Co., Ltd.
(2) In view of the identified items requiring the use of analytical procedures, and based on the understanding of
customers and their environment, the sales revenue of the current period is compared with that of the previous
period, and the abnormal structure and price changes of the sales products are analyzed, and the reasons for the
abnormal changes are analyzed.
(3) Drawing accounting vouchers from the accounting records of sales revenue of goods, cross-checking contracts,
invoices, receipts and receipts related to sales, checking the consistency of the names, quantities and amounts of
goods entered into accounts, checking whether the period of entry is consistent with the period of invoices and
receipts, paying special attention to the samples before and after the balance sheet date. Is this included in the
correct accounting period.
(4) Combined with the audit of accounts receivable, we select the current sales volume of the main customer
letters and test the samples of unresponsive letters.
IV. Other information
Management of the Company is responsible for the other information. The other information comprises all of the
information included in 2018 annual report of the Company other than the financial statements and our auditor‘s
report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information. We are required to report
that fact. We have nothing to report in this regard.
(V) Responsibilities of the management and those charged with governance for the financial statements
The management of the Company is responsible for the preparation and fair presentation of the financial
statements in accordance with CSAs, and for designing, implementing and maintaining such internal control as
the management determines is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the management is responsible for assessing the Company‘s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting, unless the management either intends to liquidate the Company or to cease
operations or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company‘s financial reporting process
(VI) Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor‘s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with CSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are generally considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with CSAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
A. Identify and assess the risks of material misstatement of the financial statements due to fraud and error, design
and implement audit procedures to address these risks, and obtain sufficient and appropriate audit evidence as a
basis for forming the audit opinion. As fraud may involve collusion, forgery, willful omission, misrepresentation
or override of internal control, the risk of not discovering a material misstatement due to fraud is higher than the
risk of failing to detect a material misstatement resulting from a mistake.
B. Understand the internal controls related to auditing in order to design appropriate audit procedures.
C. Evaluate the appropriateness of accounting policies adopted by the management and the reasonableness of
accounting estimates and relevant disclosures made by management.
D. Conclude on the appropriateness of management‘s application of the going concern assumption. Meanwhile,
based on the audit evidence obtained, conclude whether there is material uncertainty about the Company‘s ability
to continue as a going-concern. If we conclude that there is material uncertainty, the auditing standards require us
to draw attention of the users of the financial statements to the relevant disclosures in the financial statements. If
96
深圳市特力(集团)股份有限公司 2018 年年度报告全文
the disclosure is inadequate, we shall express a qualified opinion. Our conclusion is based on information
available as of the date of the audit report. However, future events or circumstances may cause the Company not
being able to continue as a going-concern.
E. Evaluate the overall presentation, structure and content of financial statements (including disclosures), and
evaluate whether the financial statements present fairly the relevant transactions and events.
F. Obtain sufficient and appropriate audit evidence regarding to the Company‘s financial information of the
entities or business activities in order to express opinion on the financial statements. We are responsible for the
guidance, supervision and execution of the group audit. We take full responsibility for the audit opinion.
We communicate with those charged with governance on the scope and time schedule of the audit, and significant
audit findings, etc., including deficiency of internal control that we identified during the audit which warrants
attention.
We also provide a statement to those charged with governance regarding the fact that we comply with the
requirements of professional ethics relating to independence, and also communicate with them about all
relationships and other matters that may be reasonably deemed to affect our independence，as well as, where
applicable, the relevant precautions(if applicable).
Through the matters we communicate with those charged with governance, we identify matters that are significant
in the audit of the financial statements for the current period, which therefore become the key audit items. We
disclose these items in the audit report, unless public disclosure of such items is prohibited by laws and
regulations; in exceptional circumstances, where the benefit arising from public disclosure of certain matters is
outweighed by the negative consequence brought by such disclosure in consideration of public interest, we do not
disclosure such items in the audit report.
97
深圳市特力(集团)股份有限公司 2018 年年度报告全文
II. Financial Statement
Statement in Financial Notes are carried in RMB/CNY
1. Consolidated balance sheet
Prepared by Shenzhen Tellus Holding Co., Ltd.
2018-12-31
In RMB
Item Balance at period-end Balance at period-begin
Current assets:
Monetary fund 169,512,260.69 161,793,218.56
Settlement provisions
Capital lent
Financial assets measured by fair
value and with variation reckoned into
current gains/losses
Derivative financial assets
Note receivable and account
86,104,660.51 44,215,236.68
receivable
Including: Note receivable
Account receivable 86,104,660.51 44,215,236.68
Accounts paid in advance 9,112,473.27 3,737,706.70
Insurance receivable
Reinsurance receivables
Contract reserve of reinsurance
receivable
Other account receivable 14,483,208.41 15,820,265.08
Including: Interest receivable 723,407.50 221,232.88
Dividend receivable 232,683.74 779,868.09
Buying back the sale of financial
assets
Inventory 12,342,854.40 12,646,227.22
Assets held for sale 85,017,251.77
Non-current asset due within one year
Other current assets 332,432,494.44 219,582,250.70
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
Total current assets 709,005,203.49 457,794,904.94
Non-current assets:
Loans and payments on behalf
Finance asset available for sales 10,176,617.20 10,176,617.20
Held-to-maturity investment
Long-term account receivable
Long-term equity investment 224,644,766.21 284,464,749.15
Investment real estate 503,922,413.70 73,223,512.21
Fix assets 112,674,017.53 120,296,822.84
Construction in process 12,843,571.97 378,160,896.69
Productive biological asset
Oil and gas asset
Intangible assets 51,012,282.25 52,349,686.92
Expense on development
Goodwill
Long-term expenses to be apportioned 6,304,607.22 1,779,713.94
Deferred income tax asset 24,355,086.71 24,394,028.91
Other non-current asset 3,356,964.72 673,661.62
Total non-current asset 949,290,327.51 945,519,689.48
Total assets 1,658,295,531.00 1,403,314,594.42
Current liabilities:
Short-term loans 143,000,000.00 120,000,000.00
Loan from central bank
Absorbing deposit and interbank
deposit
Capital borrowed
Financial liability measured by fair
value and with variation reckoned into
current gains/losses
Derivative financial liability
Note payable and account payable 73,365,876.09 28,032,708.69
Accounts received in advance 15,897,763.97 13,790,019.47
Selling financial asset of repurchase
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
Commission charge and commission
payable
Wage payable 25,802,670.36 23,171,154.53
Taxes payable 9,377,393.57 9,927,572.27
Other account payable 250,489,094.47 153,329,405.21
Including: Interest payable 290,215.78 229,494.72
Dividend payable
Reinsurance payable
Insurance contract reserve
Security trading of agency
Security sales of agency
Liability held for sale
Non-current liabilities due within one
year
Other current liabilities
Total current liabilities 517,932,798.46 348,250,860.17
Non-current liabilities:
Long-term loans 34,934,887.55 38,600,000.00
Bonds payable
Including: preferred stock
Perpetual capital securities
Long-term account payable 3,920,160.36 3,920,160.36
Long-term wages payable
Accrual liability 2,225,468.76
Deferred income
Deferred income tax liabilities
Other non-current liabilities 14,520,000.00
Total non-current liabilities 41,080,516.67 57,040,160.36
Total liabilities 559,013,315.13 405,291,020.53
Owner‘s equity:
Share capital 297,281,600.00 297,281,600.00
Other equity instrument
Including: preferred stock
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
Perpetual capital securities
Capital public reserve 565,226,274.51 565,226,274.51
Less: Inventory shares
Other comprehensive income 26,422.00
Reasonable reserve
Surplus public reserve 3,139,918.14 2,952,586.32
Provision of general risk
Retained profit 184,535,322.70 97,798,595.80
Total owner‘s equity attributable to parent
1,050,209,537.35 963,259,056.63
company
Minority interests 49,072,678.52 34,764,517.26
Total owner‘s equity 1,099,282,215.87 998,023,573.89
Total liabilities and owner‘s equity 1,658,295,531.00 1,403,314,594.42
Legal representative: Fu Chunlong
Accounting Principal: Lou Hong
Accounting Firm‘s Principal: Liu Yuhong
2. Balance Sheet of Parent Company
In RMB
Item Balance at period-end Balance at period-begin
Current assets:
Monetary fund 88,836,626.14 97,991,738.05
Financial assets measured by fair value
and with variation reckoned into current
gains/losses
Derivative financial assets
Note receivable and account receivable 38,274.00
Including: Note receivable
Account receivable 38,274.00
Accounts paid in advance 604,800.00
Other account receivable 115,782,944.37 99,322,267.37
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
Including: Interest receivable 723,407.50 221,232.88
Dividend receivable 232,683.74 779,868.09
Inventory
Assets held for sale 85,017,251.77
Non-current asset due within one year
Other current assets 195,506,958.35 203,500,000.00
Total current assets 485,786,854.63 400,814,005.42
Non-current assets:
Finance asset available for sales 10,176,617.20 10,176,617.20
Held-to-maturity investment
Long-term account receivable
Long-term equity investment 836,283,491.38 789,830,758.66
Investment real estate 44,820,151.69 46,749,467.61
Fix assets 14,824,845.14 15,536,781.07
Construction in process 12,843,571.97 5,554,512.79
Productive biological asset
Oil and gas asset
Intangible assets 249,731.94 341,121.77
Expense on development
Goodwill
Long-term expenses to be apportioned 2,958,817.65 223,715.66
Deferred income tax asset 13,830,369.64 13,869,311.84
Other non-current asset
Total non-current asset 935,987,596.61 882,282,286.60
Total assets 1,421,774,451.24 1,283,096,292.02
Current liabilities:
Short-term loans 143,000,000.00 120,000,000.00
Financial liability measured by fair
value and with variation reckoned into
current gains/losses
Derivative financial liability
Note payable and account payable 19,800.00 14,000.00
Accounts received in advance 4,742.51 1,511.00
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
Wage payable 4,858,788.51 5,769,360.88
Taxes payable 331,909.65 474,977.89
Other account payable 392,558,990.89 295,942,266.75
Including: Interest payable 232,810.41 165,604.16
Dividend payable
Liability held for sale
Non-current liabilities due within one
year
Other current liabilities
Total current liabilities 540,774,231.56 422,202,116.52
Non-current liabilities:
Long-term loans
Bonds payable
Including: preferred stock
Perpetual capital securities
Long-term account payable
Long-term wages payable
Accrual liability
Deferred income
Deferred income tax liabilities
Other non-current liabilities
Total non-current liabilities
Total liabilities 540,774,231.56 422,202,116.52
Owner‘s equity:
Share capital 297,281,600.00 297,281,600.00
Other equity instrument
Including: preferred stock
Perpetual capital securities
Capital public reserve 562,032,851.23 562,032,851.23
Less: Inventory shares
Other comprehensive income
Reasonable reserve
Surplus public reserve 3,139,918.14 2,952,586.32
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
Retained profit 18,545,850.31 -1,372,862.05
Total owner‘s equity 881,000,219.68 860,894,175.50
Total liabilities and owner‘s equity 1,421,774,451.24 1,283,096,292.02
3. Consolidated Profit Statement
In RMB
Item Current period Last period
I. Total operating income 414,238,778.96 347,237,289.80
Including: Operating income 414,238,778.96 347,237,289.80
Interest income
Insurance gained
Commission charge and
commission income
II. Total operating cost 410,735,581.28 313,002,481.12
Including: Operating cost 332,347,355.12 254,254,960.65
Interest expense
Commission charge and
commission expense
Cash surrender value
Net amount of expense of
compensation
Net amount of withdrawal of
insurance contract reserve
Bonus expense of guarantee slip
Reinsurance expense
Tax and extras 6,276,612.65 3,638,454.37
Sales expense 19,987,406.50 16,490,379.71
Management expense 44,231,376.56 36,735,283.59
R&D expense
Financial expense 6,508,114.19 1,520,168.86
Including: Interest
8,909,350.20 4,189,844.30
expenses
Interest income 2,755,755.76 2,776,945.85
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
Losses of devaluation of
1,384,716.26 363,233.94
asset
Add: other income 3,482.07 25,753.22
Investment income (Loss is
88,785,468.69 33,599,860.09
listed with ―-‖)
Including: Investment income
83,051,508.69 21,297,772.09
on affiliated company and joint venture
Income from change of fair
value (Loss is listed with ―-‖)
Exchange income (Loss is
listed with ―-‖)
Income from assets disposal
374,583.14
(Loss is listed with ―-‖)
III. Operating profit (Loss is listed
92,292,148.44 68,235,005.13
with ―-‖)
Add: Non-operating income 1,739,055.65 725,518.07
Less: Non-operating expense 3,479,344.28 35,120.31
IV. Total Profit (Loss is listed with
90,551,859.81 68,925,402.89
―-‖)
Less:Income tax expense 4,411,880.45 3,143,834.18
V. Net profit (Net loss is listed with ―-‖) 86,139,979.36 65,781,568.71
(i) net profit from continuous
86,139,979.36 65,781,568.71
operation (Net loss is listed with ―-‖)
(ii) net profit from discontinued
operation (Net loss is listed with ―-‖)
Net profit attributable to owner‘s
86,924,058.72 66,862,772.68
of parent company
Minority shareholders‘ gains and
-784,079.36 -1,081,203.97
losses
VI. Net after-tax of other
26,422.00
comprehensive income
Net after-tax of other comprehensive
income attributable to owners of parent 26,422.00
company
(i) Other comprehensive income
items which will not be reclassified
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
subsequently to gain/loss
1.Re-measurement of the
change of defined benefit plan
2.Other comprehensive
income unable transfer to gain/loss
under equity method
(II) Other comprehensive income
items which will be reclassified 26,422.00
subsequently to profit or loss
1.Other comprehensive
income able to transfer to gain/loss 26,422.00
under equity method
2.Gains or losses arising
from changes in fair value of
available-for-sale financial assets
3.Gains or losses arising
from reclassification of held-to-maturity
investment as available-for-sale
financial assets
4.The effect hedging
portion of gains or losses arising from
cash flow hedging instruments
5.Translation differences
arising on translation of foreign
currency financial statements
6.Other
Net after-tax of other comprehensive
income attributable to minority
shareholders
VII. Total comprehensive income 86,166,401.36 65,781,568.71
Total comprehensive income
attributable to owners of parent 86,924,058.72 66,862,772.68
Company
Total comprehensive income
-784,079.36 -1,081,203.97
attributable to minority shareholders
VIII. Earnings per share:
(i) Basic earnings per share 0.2924 0.2249
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
(ii) Diluted earnings per share 0.2924 0.2249
As for the enterprise combined under the same control, net profit of Yuan achieved by the merged party before combination while
Yuan achieved last period
Legal representative: Fu Chunlong
Accounting Principal: Lou Hong
Accounting Firm‘s Principal: Liu Yuhong
4.Profit Statement of Parent Company
In RMB
Item Current period Last period
I. Operation income 42,607,127.11 44,035,720.63
Less: Operating cost 12,747,839.01 3,662,936.04
Tax and extras 1,683,760.67 1,658,236.32
Sales expense
Management expense 20,609,716.66 15,151,430.07
R&D expense
Financial expense 4,850,337.92 856,292.09
Including: Interest
6,902,903.32 3,667,547.94
expenses
Interest income 2,179,149.78 2,655,947.30
Losses of devaluation of asset 117,864.17 -178,762.83
Add: other income
Investment income (Loss is
16,298,388.00 31,049,977.47
listed with ―-‖)
Including: Investment income
14,998,084.49 17,123,423.23
on affiliated company and joint venture
Income from change of fair
value (Loss is listed with ―-‖)
Income from assets disposal
(Loss is listed with ―-‖)
II. Operating profit (Loss is listed
18,895,996.68 41,288,575.93
with ―-‖)
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
Add: Non-operating income 1,253,151.18 0.04
Less: Non-operating expense 4,161.48 15,033.48
III. Total Profit (Loss is listed with
20,144,986.38 41,273,542.49
―-‖)
Less:Income tax expense 38,942.20 38,942.20
IV. Net profit (Net loss is listed with
20,106,044.18 41,234,600.29
―-‖)
(i) net profit from continuous
20,106,044.18 41,234,600.29
operation (Net loss is listed with ―-‖)
(ii) net profit from discontinued
operation (Net loss is listed with ―-‖)
V. Net after-tax of other comprehensive
income
(i) Other comprehensive income
items which will not be reclassified
subsequently to gain/loss
1.Re-measurement of the
change of defined benefit plan
2.Other comprehensive
income unable transfer to gain/loss
under equity method
(II) Other comprehensive income
items which will be reclassified
subsequently to profit or loss
1.Other comprehensive
income able to transfer to gain/loss
under equity method
2.Gains or losses arising
from changes in fair value of
available-for-sale financial assets
3.Gains or losses arising
from reclassification of held-to-maturity
investment as available-for-sale
financial assets
4.The effect hedging
portion of gains or losses arising from
cash flow hedging instruments
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
5.Translation differences
arising on translation of foreign
currency financial statements
6.Other
VI. Total comprehensive income 20,106,044.18 41,234,600.29
VII. Earnings per share:
(i) Basic earnings per share
(ii) Diluted earnings per share
5. Consolidated Cash Flow Statement
In RMB
Item Current period Last period
I. Cash flows arising from operating
activities:
Cash received from selling
commodities and providing labor 426,869,708.10 351,036,436.94
services
Net increase of customer deposit
and interbank deposit
Net increase of loan from central
bank
Net increase of capital borrowed
from other financial institution
Cash received from original
insurance contract fee
Net cash received from reinsurance
business
Net increase of insured savings and
investment
Net increase of amount from
disposal financial assets that measured
by fair value and with variation
reckoned into current gains/losses
Cash received from interest,
commission charge and commission
Net increase of capital borrowed
109
深圳市特力(集团)股份有限公司 2018 年年度报告全文
Net increase of returned business
capital
Write-back of tax received
Other cash received concerning
19,684,530.43 9,418,234.47
operating activities
Subtotal of cash in-flow from operation
446,554,238.53 360,454,671.41
activity
Cash paid for purchasing
commodities and receiving labor 335,367,549.57 236,140,838.02
service
Net increase of customer loans and
advances
Net increase of deposits in central
bank and interbank
Cash paid for original insurance
contract compensation
Cash paid for interest, commission
charge and commission
Cash paid for bonus of guarantee
slip
Cash paid to/for staff and workers 52,732,468.64 55,047,561.06
Taxes paid 23,689,718.46 20,250,075.88
Other cash paid concerning
41,339,481.83 51,109,264.50
operating activities
Subtotal of cash out-flow from
453,129,218.50 362,547,739.46
operation activity
Net cash flow arising from operating
-6,574,979.97 -2,093,068.05
activities
II. Cash flows arising from investing
activities:
Cash received from recovering
1,106,320,000.00 628,171,900.00
investment
Cash received from investment
68,064,559.78 15,714,288.78
income
Net cash received from disposal of
263,520.00 259,940.00
fixed, intangible and other long-term
110
深圳市特力(集团)股份有限公司 2018 年年度报告全文
assets
Net cash received from disposal of
1,504,125.26 2,343,240.90
subsidiaries and other units
Other cash received concerning
107,511,100.00 40,000,000.00
investing activities
Subtotal of cash in-flow from
1,283,663,305.04 686,489,369.68
investment activity
Cash paid for purchasing fixed,
31,343,082.90 31,340,610.55
intangible and other long-term assets
Cash paid for investment 1,224,884,140.00 804,100,000.00
Net increase of mortgaged loans
Net cash received from
subsidiaries and other units obtained
Other cash paid concerning
5,733,400.00
investing activities
Subtotal of cash out-flow from
1,261,960,622.90 835,440,610.55
investment activity
Net cash flow arising from investment
21,702,682.14 -148,951,240.87
activity
III. Cash flows arising from financing
activities
Cash received from absorbing
15,000,000.00 22,672,000.00
investment
Including: Cash received from
absorbing minority shareholders‘ 15,000,000.00 22,672,000.00
investment by subsidiaries
Cash received from loans 148,082,000.00 216,600,000.00
Cash received from issuing bonds
Other cash received concerning
financing activities
Subtotal of cash in-flow from financing
163,082,000.00 239,272,000.00
activity
Cash paid for settling debts 145,943,235.58 120,000,000.00
Cash paid for dividend and profit
15,066,890.08 4,931,753.63
distributing or interest paying
Including: Dividend and profit of
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
minority shareholder paid by
subsidiaries
Other cash paid concerning
16,144,956.00
financing activities
Subtotal of cash out-flow from
177,155,081.66 124,931,753.63
financing activity
Net cash flow arising from financing
-14,073,081.66 114,340,246.37
activity
IV. Influence on cash and cash
equivalents due to fluctuation in 281.62 -358.99
exchange rate
V. Net increased amount of cash and
1,054,902.13 -36,704,421.54
cash equivalent
Add: Balance of cash and cash
141,793,218.56 178,497,640.10
equivalents at the period -begin
VI. Balance of cash and cash
142,848,120.69 141,793,218.56
equivalents at the period -end
6. Cash Flow Statement of Parent Company
In RMB
Item Current period Last period
I. Cash flows arising from operating
activities:
Cash received from selling
commodities and providing labor 42,987,480.31 60,856,831.09
services
Write-back of tax received
Other cash received concerning
26,178,276.09 9,696,177.07
operating activities
Subtotal of cash in-flow from operation
69,165,756.40 70,553,008.16
activity
Cash paid for purchasing
commodities and receiving labor
service
Cash paid to/for staff and workers 18,738,644.84 14,515,785.88
Taxes paid 4,065,009.38 3,755,038.44
112
深圳市特力(集团)股份有限公司 2018 年年度报告全文
Other cash paid concerning
38,903,678.52 21,185,336.08
operating activities
Subtotal of cash out-flow from
61,707,332.74 39,456,160.40
operation activity
Net cash flow arising from operating
7,458,423.66 31,096,847.76
activities
II. Cash flows arising from investing
activities:
Cash received from recovering
733,500,000.00 535,500,000.00
investment
Cash received from investment
59,901,381.01 15,146,686.15
income
Net cash received from disposal of
fixed, intangible and other long-term 13,195.84
assets
Net cash received from disposal of
14,150,000.00
subsidiaries and other units
Other cash received concerning
107,511,100.00 40,000,000.00
investing activities
Subtotal of cash in-flow from
900,912,481.01 604,809,881.99
investment activity
Cash paid for purchasing fixed,
10,556,123.04 4,549,479.98
intangible and other long-term assets
Cash paid for investment 900,636,040.00 730,598,000.00
Net cash received from
subsidiaries and other units obtained
Other cash paid concerning
5,733,400.00
investing activities
Subtotal of cash out-flow from
916,925,563.04 735,147,479.98
investment activity
Net cash flow arising from investment
-16,013,082.03 -130,337,597.99
activity
III. Cash flows arising from financing
activities
Cash received from absorbing
investment
113
深圳市特力(集团)股份有限公司 2018 年年度报告全文
Cash received from loans 143,000,000.00 190,000,000.00
Cash received from issuing bonds
Other cash received concerning
financing activities
Subtotal of cash in-flow from financing
143,000,000.00 190,000,000.00
activity
Cash paid for settling debts 137,278,123.13 120,000,000.00
Cash paid for dividend and profit
12,986,470.41 3,568,402.11
distributing or interest paying
Other cash paid concerning
financing activities
Subtotal of cash out-flow from
150,264,593.54 123,568,402.11
financing activity
Net cash flow arising from financing
-7,264,593.54 66,431,597.89
activity
IV. Influence on cash and cash
equivalents due to fluctuation in
exchange rate
V. Net increased amount of cash and
-15,819,251.91 -32,809,152.34
cash equivalent
Add: Balance of cash and cash
77,991,738.05 110,800,890.39
equivalents at the period -begin
VI. Balance of cash and cash
62,172,486.14 77,991,738.05
equivalents at the period -end
7. Statement of Changes in Owners’ Equity (Consolidated)
Current period
In RMB
Current period
Owners‘ equity attributable to parent company
Other equity
instrument Less: Other Provisio Minorit Total
Item Capital Reason Surplus
Share Invento compre n of Retaine y owner‘s
Perpet
Prefer public able public
capital ual ry hensive general d profit interests equity
red Other reserve reserve reserve
capita shares income risk
stock
l
114
深圳市特力(集团)股份有限公司 2018 年年度报告全文
securi
ties
297,28
I. Balance at the 565,226 2,952,5 97,798, 34,764, 998,023
1,600.
end of the last year ,274.51 86.32 595.80 517.26 ,573.89
00
Add:
Changes of
accounting policy
Error
correction of the
last period
Enterprise
combined under
the same control
Other
II. Balance at the 297,28
565,226 2,952,5 97,798, 34,764, 998,023
beginning of this 1,600.
,274.51 86.32 595.80 517.26 ,573.89
year 00
III. Increase/
Decrease in this 26,422. 187,331 86,736, 14,308, 101,258
year (Decrease is 00 .82 726.90 161.26 ,641.98
listed with ―-‖)
(i)Total
26,422. 86,924, -784,07 86,166,
comprehensive
00 058.72 9.36 401.36
income
(ii)Owners‘
15,092, 15,092,
devoted and
240.62 240.62
decreased capital
1．Common shares
15,092, 15,092,
invested by
240.62 240.62
owners
2. Capital invested
by holders of other
equity instruments
3. Amount
reckoned into
owners equity with
share-based
115
深圳市特力(集团)股份有限公司 2018 年年度报告全文
payment
4．Other
(III) Profit 187,331 -187,33
distribution .82 1.82
1. Withdrawal of 187,331 -187,33
surplus reserves .82 1.82
2. Withdrawal of
general risk
provisions
3. Distribution for
owners (or
shareholders)
4. Other
(IV) Carrying
forward internal
owners‘ equity
1. Capital reserves
conversed to
capital (or share
capital)
2. Surplus reserves
conversed to
capital (or share
capital)
3. Remedying loss
with surplus
reserve
4. Change amount
of defined benefit
plans that carry
forward retained
earnings
5. Other
(V) Reasonable
reserve
1. Withdrawal in
the report period
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
2. Usage in the
report period
(VI)Other
IV. Current period 297,28 1,099,2
565,226 26,422. 3,139,9 184,535 49,072,
Balance at 1,600. 82,215.
,274.51 00 18.14 ,322.70 678.52
period-end 00 87
Last period
In RMB
Last period
Owners‘ equity attributable to parent company
Other equity
instrument
Minorit
Perpet Less: Other Provisio Total
Item y
Capital Reason Surplus
Share ual Invento compre n of Retaine owner‘s
Prefer public able public interest
capital ry hensive general d profit equity
capita s
red Other reserve reserve reserve
l shares income risk
stock
securi
ties
297,28
I. Balance at the 564,192 2,952,5 30,935, 13,173, 908,536
1,600.
end of the last year ,605.51 86.32 823.12 721.23 ,336.18
00
Add:
Changes of
accounting policy
Error
correction of the
last period
Enterprise
combined under
the same control
Other
II. Balance at the 297,28
564,192 2,952,5 30,935, 13,173, 908,536
beginning of this 1,600.
,605.51 86.32 823.12 721.23 ,336.18
year 00
III. Increase/ 1,033,6 66,862, 21,590, 89,487,
Decrease in this 69.00 772.68 796.03 237.71
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
year (Decrease is
listed with ―-‖)
(i)Total
66,862, -1,081, 65,781,
comprehensive
772.68 203.97 568.71
income
(ii)Owners‘
22,672, 22,672,
devoted and
000.00 000.00
decreased capital
1．Common shares
22,672, 22,672,
invested by
000.00 000.00
owners
2. Capital invested
by holders of other
equity instruments
3. Amount
reckoned into
owners equity with
share-based
payment
4．Other
(III) Profit
distribution
1. Withdrawal of
surplus reserves
2. Withdrawal of
general risk
provisions
3. Distribution for
owners (or
shareholders)
4．Other
(IV) Carrying
forward internal
owners‘ equity
1. Capital reserves
conversed to
capital (or share
capital)
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
2. Surplus reserves
conversed to
capital (or share
capital)
3. Remedying loss
with surplus
reserve
4. Change amount
of defined benefit
plans that carry
forward retained
earnings
5．Other
(V) Reasonable
reserve
1. Withdrawal in
the report period
2. Usage in the
report period
1,033,6 1,033,6
(VI) Other
69.00 69.00
IV).Current period 297,28
565,226 2,952,5 97,798, 34,764, 998,023
Balance at 1,600.
,274.51 86.32 595.80 517.26 ,573.89
period-end 00
8. Statement of Changes in Owners’ Equity (Parent Company)
Current period
In RMB
Current period
Other equity instrument
Perpetu Other
Capital Less: Surplus Total
Item Share comprehe Reasonab Retaine
al
Preferre public Inventory public owner‘s
capital capital Other nsive le reserve d profit
d stock reserve shares reserve equity
securiti income
es
I. Balance at the 297,281, 562,032,8 2,952,586 -1,372,8 860,894,1
end of the last year 600.00 51.23 .32 62.05 75.50
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
Add: Changes
of accounting
policy
Error
correction of the
last period
Other
II. Balance at the
297,281, 562,032,8 2,952,586 -1,372,8 860,894,1
beginning of this
600.00 51.23 .32 62.05 75.50
year
III. Increase/
Decrease in this 187,331.8 19,918, 20,106,04
year (Decrease is 2 712.36 4.18
listed with ―-‖)
(i)Total
20,106, 20,106,04
comprehensive
044.18 4.18
income
(ii)Owners‘
devoted and
decreased capital
1．Common shares
invested by
owners
2. Capital invested
by holders of other
equity instruments
3. Amount
reckoned into
owners equity with
share-based
payment
4．Other
(III) Profit 187,331.8 -187,33
distribution 2 1.82
1. Withdrawal of 187,331.8 -187,33
surplus reserves 2 1.82
2. Distribution for
owners (or
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
shareholders)
3．Other
(IV) Carrying
forward internal
owners‘ equity
1. Capital reserves
conversed to
capital (or share
capital)
2. Surplus reserves
conversed to
capital (or share
capital)
3. Remedying loss
with surplus
reserve
4. Change amount
of defined benefit
plans that carry
forward retained
earnings
5．Other
(V) Reasonable
reserve
1. Withdrawal in
the report period
2. Usage in the
report period
(VI) Other
IV. Current period
297,281, 562,032,8 3,139,918 18,545, 881,000,2
Balance at
600.00 51.23 .14 850.31 19.68
period-end
121
深圳市特力(集团)股份有限公司 2018 年年度报告全文
Last period
In RMB
Last period
Other equity instrument
Perpetu Other
Capital Less: Surplus Total
Item Share comprehe Reasonab Retaine
al
Preferre public Inventory public owner‘s
capital capital Other nsive le reserve d profit
d stock reserve shares reserve equity
securiti income
es
I. Balance at the 297,281, 560,999,1 2,952,586 -55,254, 805,978,9
end of the last year 600.00 82.23 .32 452.82 15.73
Add: Changes
of accounting
policy
Error
correction of the
last period
Other
II. Balance at the
297,281, 560,999,1 2,952,586 -55,254, 805,978,9
beginning of this
600.00 82.23 .32 452.82 15.73
year
III. Increase/
Decrease in this 1,033,669 53,881, 54,915,25
year (Decrease is .00 590.77 9.77
listed with ―-‖)
(i)Total
53,881, 53,881,59
comprehensive
590.77 0.77
income
(ii)Owners‘
devoted and
decreased capital
1．Common shares
invested by
owners
2. Capital invested
by holders of other
equity instruments
122
深圳市特力(集团)股份有限公司 2018 年年度报告全文
3. Amount
reckoned into
owners equity with
share-based
payment
4．Other
(III) Profit
distribution
1. Withdrawal of
surplus reserves
2. Distribution for
owners (or
shareholders)
3．Other
(IV) Carrying
forward internal
owners‘ equity
1. Capital reserves
conversed to
capital (or share
capital)
2. Surplus reserves
conversed to
capital (or share
capital)
3. Remedying loss
with surplus
reserve
4. Change amount
of defined benefit
plans that carry
forward retained
earnings
5．Other
(V) Reasonable
reserve
1. Withdrawal in
the report period
123
深圳市特力(集团)股份有限公司 2018 年年度报告全文
2. Usage in the
report period
1,033,669 1,033,669
(VI) Other
.00 .00
IV. Current period
297,281, 562,032,8 2,952,586 -1,372,8 860,894,1
Balance at
600.00 51.23 .32 62.05 75.50
period-end
124
深圳市特力(集团)股份有限公司 2018 年年度报告全文
SHENZHEN TELLUS HOLDING CO., LTD.
Notes to Financial Statements
（For the Year Ended 31 December, 2018 Expressed in RMB Yuan）
Ⅰ、 Corporation profile
1.Foundation of Tellus
The Chinese name of Tellus: 深圳市特力(集团)股份有限公司
The English name of Tellus: ShenZhen Tellus Holding Co.,Ltd
Registered company addrss: Tellus Building level 3, Shuibei second Road, Luohu, Shenzhen City,
Guangdong Province.
Office address: the 15th Floor of Nuclear Building ,Shennan Road, Futian District, Shenzhen
Stock market: Shenzhen Stock Exchange
Name and code: Tellus A（000025）,Tellus B（200025）
Legal representative：Fu Chunlong
The number of business license: 91440300192192210U
2. Theindustry characteristic and business scope with the main products or services
Theindustry characteristic ： Theindustry of providing energy materials, machinery and electronics
equipment
The business scope:automotive integrated services, including the test of equipment maintenance, property
leasing and management etc.
The main products or services: sales of vehicles and accessories, the maintenance and inspection of
vehicles and the services of property leasing etc.
3. The history of Tellus
Shenzhen Tellus Holding Company Limited (―the Company‖) was developed from the Shenzhen Tellus
Machinery Co.,Ltd., which established on 11 October, 1986. On 2nd January, 1992, with the approval of
Shenzhen Municipal People‘s Government ―shen fu ban fu (1992), No. 1850‖, Shenzhen Tellus
Machinery Co.,Ltd. reorganized to a public limited company and renamed to Shenzhen Tellus Machinery
Holding Company Limited. On 15 March 1993, with the approval of Bank of China Shenzhen branch
―Shen Ren Yin Fu Zi (1993) No.92‖, the Company issued the initial public registered shares and turned
into Limited Liability Company with the name of ―Tellus mechanical and electrical co. LTD, Shenzhen‖.
At this moment, the whole share capital is 166.88million shares, including the original 120.9million
shares with 45.98million new shares. The new shares is divided into two parts, one is RMB 25.98 million
ordinary shares (A shares) ,the other is special shares (B) RMB 20 million shares .
In June 1993, Shenzhen securities management office was about to agree that ―Tellus mechanical and
electrical co. LTD, Shenzhen―wasqualified to list in Shenzhenstock exchange market(shen zheng ban
125
深圳市特力(集团)股份有限公司 2018 年年度报告全文
fu[1993]34) and (shen zheng shi zi [1993]22).On 30 June 1994, the Company changed name to Shenzhen
Tellus Holding Company Limited with the approval of Shenzhen administrative bureau for industry and
commerce .
On March 15, 1993, with the approval of the branch of people‘s bank of China in shenzhen special
economic zone, the group could issue A ordinary shares 25.98 million with B ordinary shares20 million
(shen ren yin fu zi (1993)092).On June 30, 1994, with the approval of the shenzhen city administration
for industry and commerce, Tellus mechanical and electrical co. LTD, Shenzhen was renamed ShenZhen
Tellus Holding Co.,Ltd
The capital structure of the Company at listing date：
Category Amount (share) Ratio（%）
1. Non-tradable shares
Include: State shares 120,900,000 72.45
Sub-total of non-tradable shares 120,900,000 72.45
2. Tradable shares
-A 25,980,000 15.57
-B 20,000,000 11.98
Sub-total tradable shares 45,980,000 27.55
Total 166,880,000 100.00
Change of capital structure after established:
（1）Issue bonus shares in 1993
According to the decision made by general meeting of shareholders in 1993, the company distributed a 2
for 10 bonus shares with cash dividend of RMB 0.5. The whole capital changed into 2,002.56 million
shares.
On 22 April 1994，the Shenzhen Stock Management Office agreed about plan of distributing bonus .
After plan, the company‘s capital structure changed as follows:
Category Amount（share） Ratio（%）
State - owned shares 145,080,000 72.45
Public shares 31,176,000 15.57
RMB special stock（B shares） 24,000,000 11.98
Total 200,256,000 100.00
（2）Issue bonus shares and increase capital in 1994
On 28 May 1995, the Group shareholder meeting agreed about plan of distributing bonus and increasing
capital. On the basis of 2,002.56 million shares in the end of 1994, the Group distributed 0.5 of 10 shares,
and give RMB 0.5 from every increasing 0.5 share capital. After the Group‘s share capital increased to
2,202.816 million shares.
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
After plan, the company‘s capital structure changed as follows:
Category Amount（share） Ratio（%）
State - owned shares 159,588,000 72.45
Public shares 34,293,600 15.57
RMB special stock（B shares） 26,400,000 11.98
Total 220,281,600 100.00
（3）Majority shareholder change in 1997
On 31st March 1997, with the approval of Shenzhen Municipal People‘s Government ―shen fu han (1997),
No. 19‖ and China Securities Regulatory Commission ―zheng jian han shang (1997), No. 5‖, Shenzhen
Investment Administrative Company transferred its 159,588,000 shares to Shenzhen Te Fa (Group)
Company Limited (hereinafter referred to as ―the Te Fa Group‖). The shares transferred represent 72.45%
of the total issued shares of the Company.
（4）The reform of listing non-tradable shares in 2006
In December 2005, shenzhen, the State-owned Assets Supervision and Administration Commission
agreed about the plan of reforming non-tradable shares.
On 4th January 2006, Te Fa Group gave 13,717,440 shares to the holders of tradable shares of the
company in the A share market. After the split-share reform was completed, it held 66.22% of the shares
capital of the Company.
After the split-share reform, the company‘s capital structure changed as follows:
Category Amount（share） Ratio（%）
State - owned shares 145,870,560 66.22
Public shares 48,011,040 21.79
RMB special stock（B shares） 26,400,000 11.98
Total 220,281,600 100.00
(5) Private placement of RMB ordinary shares in 2015
According to the 19th special meeting of the 7th Board Meeting on April 21st,2015, and the 4th
stockholders‘ meeting on June 3rd, 2015, the Company private issued RMB ordinary shares (A shares)
77,000,000.00 shares to Shenzhen Tefa Group Co. and Shenzhen Yuanzhifuhai Jewerly Investment Co.
The total raising money is less than RMB 646,800,000.00 and it is all by cash.After plan, the company‘s
capital structure changed as follows:
Category Amount Ratio（%）
State-owned legal person shares 151,870,560 51.09
Domestic public shares 119,011,040 40.03
RMB special shares (b share) 26,400,000 8.88
Total 297,281,600 100.00
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
（6）Shares reduction of controlling shareholders in 2016
According to Shares Reduction of Controlling Shareholders Announcement, Shenzhen SDG co., LTD
reducted 2,972,537 circulation stocks with unrestricted in terms by concentrated bidding during May 4th
to May 31st in 2016, which accounts for 1% of total shares of the Company. On September 30th 2016,
the Company received Notation of Compliment Shares Reduction Schedule of Tellus A from SDG
Company, who reducted 2,972,767 circulation stocks with unrestricted in terms by concentrated bidding
during August 29th to September 29th in 2016, accounting for 1% of total shares of the Company. Up to
September 29th 2016, SDG Company had completed its shares reduction schedule.The company‘s capital
structure changed as follows:
Category Amount Ratio（%）
State-owned legal person shares 145,925,256 49.09
Domestic public shares 124,956,344 42.03
RMB special shares (b share) 26,400,000 8.88
Total 297,281,600 100.00
Till the end of 2018, the Company had issued 29,728.16 million shares, details in VI-32.
4. The scope of consolidation
There are 15 subsidiariesincluded in the 2018 consolidation scope, details in notes8―the equity in other
entities‖. Compared with last year(2017), one entity is excluded to the consolidation scope.
5. The approval and the date of financial statements
The financial statements of the Company are authorized to be issued to the public on April 1st,2019by the
Board of Directors.
Ⅱ、 Basis of Preparation
1. Basis of preparation
The financial statements of the Company have been prepared on the basis of going concern in conformity
with Chinese Accounting Standards for Business Enterprises and Accounting Systems for Business
Enterprises issued by the Ministry of Finance of People‘s Republic of China in February 2006, and
Accounting Standards (order No.33 of the Ministry of Finance announcedand order No.76 of the Ministry
of Finance revised ) and Compilation Rules for Information Disclosure by Companies Offering Securities
to the Public No.15—General Provisions on Financial Reports (2015 Revision) issued by the China
Securities Regulatory Commission (CSRC).
According to the relevant accounting regulations in Chinese Accounting Standards for Business
Enterprises, the Group has adopted the accrual basis of accounting. Except for certain financial
instruments which are measured by at fair value, the Group adopts the historical cost as the principle of
measurement in the financial statements. Where assets are impaired, provisions for asset impairment are
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
made in accordance with relevant requirements.
Ⅲ、 Statement of Compliance with Enterprise Accounting Standards
The financial statements of the Group comply are recognized and measured in accordance with the
regulations in the Chinese Accounting Standards for Business Enterprises and they give a true and fair
view of the financial position, business results and cash flow of the Group as of 31 December 2018. In
addition, in all material respects ,the financial statements of the Company and the Group complywith the
revised disclosing requirements for financial statements and the notes Compilation Rules for Information
Disclosure by Companies Offering Securities to the Public No.15—General Provisions on Financial
Reports (2014 Revision)‘ issued by China Securities Regulatory Commission (CSRC) in 2014.
Ⅳ、 Important Accounting Principles and Accounting Estimates
According to the Chinese Accounting standards,the Group ensures the relevant accounting policies and
estimation by means of characteristics of subsidiaries. In terms of theexplanation of judgment and
estimation of important accounting policies made by Board of Directors, details will be found in note
Ⅳ.29‖the important judgment and estimation‖.
1、 Accounting period
The accounting period of the Group is classified as annual period and interim period. Interim period
refers to the reporting period shorter than a complete annual period. The accounting period of the Group
is the calendar year from January 1 to December 31.
2、Operating Cycle
The normal operating cycle is referring to buying assets used into generating new products to sell
products and recollect monetary assets.
3、 Monetary Unit
Renminbi (RMB) is the currency of the primary economic environment in which the Group and its
domestic subsidiaries operate. Therefore, the Group and its domestic subsidiaries choose RMB as their
functional currency. The Group adopts RMB to prepare its functional statements.
4、Basis of accounting
A business combination is a transaction or event that brings together two or more separate entities into
one reporting entity. Business combinations are classified into business combinations involving
enterprises under common control and business combinations not involving enterprises under common
control.
（1）Business combination involving entities under common control
A business combination involving enterprises under common control is a business combination in which
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深圳市特力(集团)股份有限公司 2018 年年度报告全文
all of the combining enterprises are ultimately controlled by the same party or parties both before and
after the combination, and that control is not transitory. For a business combination involving enterprises
under common control, the party that, on the combination date, obtains control of another enterprise
participating in the combination is the absorbing party, while that other enterprise participating in the
combination is a party being absorbed. Combination date is the date on which the absorbing party
effectively obtains control of the party being absorbed.
The assets and liabilities obtained are measured at the carrying amount as recorded by the enterprise
being combined at the combination date. The differences between the carrying amount of the net assets
obtained and the carrying amount of consideration paid for the combination (or the total face value of
shares issued) is adjusted to the capital premium (or share premium) in the capital reserve. If the balance
of the capital premium (or share premium) is insufficient, any excess is adjusted to retained earnings.
The cost of a combination incurred by the absorbing party includes any costs directly attributable to the
combination shall be recognized as an expense through profit or loss for the current period when
incurred.
（2）Business combination involving entities not under common control
A business combination involving enterprises not under common control is a business combination in
which all of the combining enterprises are not ultimately controlled by the same party or parties both
before and after the business combination. For a business combination not involving enterprises under
common control, the party that, on the acquisition date, obtains control of another enterprise participating
in the combination is the acquirer, while that other enterprise participating in the combination is the
acquiree. Acquisition date is the date on which the acquirer effectively obtains control of the acquiree.
For a business combination not involving enterprise under common control, the combination cost
including the sum of fair value, at the acquisition date, of the assets given, liabilities incurred or assumed,
and equity securities issued by the acquirer. The intermediary expenses incurred by the acquirer in respect
of auditing, legal services, valuation and consultancy services etc. and other associated administrative
expenses attributable to the business combination are recognized in profit or loss when they are incurred.
The transaction cost arose from issuing of equity securities or liability securities shall be initially
recognized as equity securities or liability securities.
The contingent consideration related to the combination shall be booked as combination cost at the fair
value at the acquisition date. If, within the 12 months after acquisition, additional information can prove
the existence of related information at acquisition date and the contingent consideration need to be
adjusted, goodwill can be offset. For a business combination achieved in stages that involves multiple
exchange transactions, the equity interest in the acquiree previously held before the acquisition date
re-assessed at the fair value at the acquisition date, with any differences between its fair value and its
carrying amount is recorded as investment income. The other comprehensive income of the acquiree
before the acquisition date relating to the previously held interest in the acquiree is transferred to
130
深圳市特力(集团)股份有限公司 2018 年年度报告全文
investment income. Combination cost is the aggregate of the carrying amount of the equity interest held
in the acquiree prior to the acquisition date and the fair value of the cost of the additional investment at
the acquisition date.
Combination cost of the acquirer‘s interest and identifiable net assets of the acquirer acquired through the
business combination shall be measured by the fair value at the acquisition date. Where the cost of
combination exceeds the acquirer‘s interest in the fair value of the acquiree‘s identifiable net assets, the
difference shall be recognized as goodwill. Where the cost of combination is less than the acquirer‘s
interest in the fair value of the acquiree‘s identifiable net assets, the difference shall be accounted for
according to the following requirements: (i) the acquirer shall reassess the measurement of the fair values
of the acquiree‘s identifiable assets, liabilities and contingent liabilities and measurement of the cost of
combination; (ii) if after that reassessment, the cost of combination is still less than the acquirer‘s interest
in the fair values of the acquiree‘s identifiable net assets, the acquirer shall recognize the remaining
difference immediately in profit or loss for the current period.
Where the temporary difference obtained by the acquirer was not recognized due to inconformity with
the conditions applied for recognition of deferred income tax, if, within the 12 months after acquisition,
additional information can prove the existence of related information at acquisition date and the expected
economic benefits on the acquisition date arose from deductible temporary difference by the acquiree can
be achieved, relevant income tax assets can be recognized, and goodwill offset. If the goodwill is not
sufficient, the differences shall be recognized as profit of the current period.
Apart from above, the differences shall be taken into profit or loss of the current period if the recognition
of deferred income tax assets is related to the combination.
5、Preparation of consolidated financial statements
（1）The scope of consolidated financial statements
The scope of consolidation in the consolidated financial statements is determined on the basis of control.
Control is the power to govern the financial and operating policies of an enterprise so as to obtain
benefits from its operating activities. The scope of consolidation includes the Group and all of the
subsidiaries. Subsidiary is an enterprise or entity under the control of the Group.
（2）Preparation of the consolidated financial statements
The subsidiary of the Group is included in the consolidated financial statements from the date when the
control over the net assets and business decisions of the subsidiary is effectively obtained, and excluded
from the date when the control ceases. For a subsidiary disposed of by the Group, the operating results
and cash flows before the date of disposal (the date when control is lost) are included in the consolidated
income statement and consolidated statement of cash flows, as appropriate. For a subsidiary disposed
during the period, no adjustment is made to the opening balance of the consolidated financial statements.
For a subsidiary acquired through a business combination not under common control, the operating
results and cash flows from the acquisition (the date when the control is obtained) are included in the
consolidated income statement and consolidated statement of cash flows, as appropriated; no adjustment
131
深圳市特力(集团)股份有限公司 2018 年年度报告全文
is made to the opening balance and comparative figures in the consolidated financial statements. Where a
subsidiary was acquired during the reporting period, through a business combination involving
enterprises under common control, the financial statements of the subsidiaries are included in the
consolidated financial statements. The results of operations and cash flow are included in the
consolidated balance sheet and the consolidated income statement, respectively, based on their carrying
amounts, from the date that common control was established, and the opening balances and the
comparative figures of the consolidated financial statements are restated.
When the accounting period or accounting policies of a subsidiary are different from those of the Group,
the Group makes necessary adjustments to the financial statements of the subsidiary based on the Group‘s
own accounting period or accounting policies. Where a subsidiary was acquired during the reporting
period through a business combination not under common control, the financial statements was
re-conciliated on the basis of the fair value of identifiable net assets at the date of acquisition. Intra-group
balances and transactions, and any unrealized profit or loss arising from intra-group transactions, are
eliminated in preparing the consolidated financial statements.
Minority interest and the portion in the net profit or loss not attributable to the Group are presented
separately in the consolidated balance sheet within shareholders‘ equity and net profit. Net profit or loss
attributable to minority shareholders in the subsidiaries is presented separately as minority interest in the
consolidated income statement below the net profit line item. When the amount of loss for the current
period attributable to the minority shareholders of a subsidiary exceeds the minority shareholders‘ portion
of the opening balance of owners‘ equity of the subsidiary, the excess is allocated against the minority
interests.
When the Group loses control of a subsidiary due to the disposal of a portion of an equity investment or
other reasons, the remaining equity investment is re-measured at its fair value at the date when control is
lost. The difference between 1) the total amount of consideration received from the transaction that
resulted in the loss of control and the fair value of the remaining equity investment and 2) the carrying
amounts of the interest in the former subsidiary‘s net assets immediately before the loss of the control is
recognized as investment income for the current period when control is lost. The amount recognized in
other comprehensive income in relation to the former subsidiary‘s equity investment is reclassified as
investment income for the current period when control is lost. The retained interest is subsequently
measured according to the rules stipulated in the ―Chinese Accounting Standards for Business Enterprises
No.2—Long-term equity investment‖ or ―Chinese Accounting Standards for Business Enterprises
No.22—Determination and measurement of financial instruments‖ . Details in Note Ⅳ. 9 ―Financial
instruments‖ or Note Ⅳ.13 ‖Long-term equity investments ‖.
Control is the foundation of ensuring the scope financial statements. Control is referring to the power of
controlling investee via the relevant investing activities with changeable returns and of influencing to
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change values of them. The consolidation scope refers to the group and subsidiaries. Subsidiary is entity
of the controlled party.
From the day of acquiring the equity and actual control of management decisions, it should be in the
scope vice versa. As for the subsidiary of disposition, the assets and monetary flow should be included
into the consolidated financial statements, not adjusting the opening balance. Under the non-same control
surrounding, the operating results and cash flows have been included in the consolidated financial
statements properly and accurately with no adjustment of the opening balance.Under the same control
surrounding, the operating results and cash flows have been included in the consolidated financial
statements properly and accurately with adjustment of the opening balance.
When making financial statements, if the period of the group and the subsidiary is different, we should
necessarily adjust the subsidiary‘ period in accordance with the group‘s. As for the non-same control
subsidiaries, the values at acquisition date will be applied when adjusting.
The values all major transactions in the group and unrealized profits should be offsetin the preparation of
consolidated financial statements.
It should be listed individually when the entity of subsidiaries have non-controlling shares. Furthermore,
if there are share belonging to the non-controlling shareholders, we should classify it as ―Non-controlling
interests‖. If there is a loss in the investment of non-controlling shareholders, we still list the loss in the
category of ―Non-controlling interests‖.
When losing the control power of subsidiesbecause of deposing partial share capital, for the remaining
values, it will be recalculated. The sum of consideration at acquisition date minus the original equity held
by the group with the relevant route, the difference should be listed into current investment outcome. The
comprehensive income relevant to subsidiaries should be used the same accounting methods to measure.
Besides, for the remaining share capital, it should be measured by the accounting standards of NO.2
andNO.22, details will be found in noteⅣ.9 or noteⅣ.13.
It is necessary to distinguish how to lose the control power: for a package of transactions or not. The
following would suggest whether affected by a package of transactions：①fair and equal；②the result of
the entire trasanction could be accomplished by the transaction；③the transaction happens depends on the
other；④it will be considered as a whole when measuring the economic results, details will be found in
noteⅣ.13.(2)④.
6．Joint Venture
Joint venture refers to an arrangement controlled be two or more than two parties. The group will divide
joint venture into joint management and joint ventures in accordance with the standards.Joint venture is
the arrangement of acquiringbenefits .
The equity method will be used into the calculation ,details will be found in noteⅣ.13（2）②.
As a party of joint venture, we should ensure the assets and liabilities individually; besides, revenues and
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costs of production and sales.
If selling or buying assets, the group should only ensure gain or loss which belonged to the other
partiesparticipated in joint venture, accounting standards—8.
7. Cash and Cash equivalent
Cash and cash equivalents of the Group include cash on hand, ready usable deposits and investments
having short holding term (normally will be due within three months from the day of purchase), with
strong liquidity and easy to be exchanged into certain amount of cash that can be measured reliably and
have low risks of change.
8. Foreign exchange
（1）Translation in foreign exchange transactions
The foreign currency transactions are recorded, on initial recognition in the functional currency, by
applying the spot exchange rate on the date of the transaction （an exchange rate that approximates the
actual spot exchange rate on the date of transaction）. The exchange of foreign currency and transactions
related to the foreign exchange are translated at the spot exchange rate.
（2）Translation of monetary foreign currency and non-monetary foreign currency
At the balance sheet date, foreign currency monetary items are translated using the spot exchange rate at
the balance sheet date. All the exchange differences thus resulted are taken to profit or loss, except for ①
those relating to foreign currency borrowings specifically for construction and acquisition of qualifying
assets, which are capitalized in accordance with the principle of capitalization of borrowing costs. ②The
exchange difference from changes of other account balance of foreign currency monetary items
available-for-trade is recorded into profit or loss except for amortized cost.
Non-monetary foreign currency items measured at historical cost shall still be translated at the spot
exchange rate prevailing on the transaction date, and the amount denominated in the functional currency
is not changed. Non-monetary foreign currency items measured at fair value are translated at the spot
exchange rate prevailing at the date when the fair values are determined. The exchange difference thus
resulted are recognized in profit or loss for the current period or as capital reserve.
9、Financial instruments
（1）Determination of financial assets and liabilities‘ fair value
Fair value is the amount for which an asset could be exchanged, or a liability settled, between
knowledgeable, willing parties in an arm‘s length transaction. For a financial instrument which has an
active market, the Group uses quoted price in the active market to establish its fair value. The quoted
price in the active market refers to the price that can be regularly obtained from exchange market,
agencies, industry associations, pricing authorities; it represents the fair market trading price in the actual
transaction.
For a financial instrument which does not have an active market, the Group establishes fair value by
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using a valuation technique. Valuation techniques include using recent arm‘s length market transactions
between knowledgeable, willing parties, reference to the current fair value of another instrument that is
substantially the same, discounted cash flow analysis and option pricing models.
（2）Classification, recognition and measurement of financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date
basis. On initial recognition, the Group‘s financial assets are classified into one of the four categories,
including financial assets at fair value though profit or loss, held-to maturity investments, loans and
receivables and available-for-trade financial assets. A financial asset is recognized initially at fair value.
In the case of financial assets at fair value through profit or loss, relevant transaction costs are
immediately charged to the profit and loss of the current period; transaction costs relating to financial
assets of other categories are included in the amount initially recognized.
① Financial assets at fair value through profit or loss:
Including financial assets held-for-trade and financial assets designated at fair value through profit or
loss.
Financial asset held-for-trade is the financial asset that meets one of the following conditions:
A. the financial asset is acquired for the purpose of selling it in a short term;
B. the financial asset is a part of a portfolio of identifiable financial instruments that are collectively
managed, and there is objective evidence indicating that the enterprise recently manages this portfolio for
the purpose of short-term profits;
C. the financial asset is a derivative, except for a derivative that is designated and effective hedging
instrument, or a financial guarantee contract, or a derivative that is linked to and must be settled by
delivery of an unquoted equity instrument (without a quoted price from an active market) whose fair
value cannot be reliably measured. For such kind of financial assets, fair values are adopted for
subsequent measurement.
Financial asset is designated on initial recognition as at fair value through profit or loss only when it
meets one of the following conditions:
A. the designation eliminates or significantly reduces the inconsistency in the measurement or
recognition of relevant gains or losses that would otherwise arise from measuring the financial
instruments on different bases.
B. a group of financial instruments is managed and its performance is evaluated on a fair value basis,
and is reported to the enterprise‘s key management personnels. Formal documentation regarding risk
management or investment strategy has prepared.
Financial assets at fair value through profit or loss are subsequently measured at the fair value. Any gains
or losses arising from changes in the fair value and any dividends or interest income earned on the
financial assets are recognized in the profit or loss.
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② Investment held-to maturity
Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and
fixed maturity that an entity has the positive intention and ability to hold to maturity. Such kind of
financial assets are subsequently measured at amortized cost using the effective interest method. Gains or
losses arising from derecognition, impairment or amortization are recognized in profit or loss for the
current period.
Effective interest rate is the rate that exactly discounted estimated future cash flows through the expected
life of the financial asset or financial liability or, where appropriate, a shorter period to the net carrying
amount of the financial asset or financial liability.
When calculating the effective interest rate, the Group shall estimate future cash flow considering all
contractual terms of the financial asset or financial liability without considering future credit losses, and
also consider all fees paid or received between the parties to the contract giving rise to the financial asset
and financial liability that are an integral part of the effective interest rate, transaction costs, and
premiums or discounts, etc.
③ Loans and receivables
Loans and receivables are non-derivative financial assets with fixed determinable payment that are not
quoted in an active market. Financial assets classified as loans and receivables by the Group include note
receivables, account receivables, interest receivable dividends receivable and other receivables.
Loans and receivables are subsequently measured at amortized cost using the effective interest method.
Gain or loss arising from derecognition, impairment or amortization is recognized in profit or loss.
④ Financial assets available-for-trade
Financial assets available-for-trade include non-derivative financial assets that are designated on initial
recognition as available for trade, and financial assets that are not classified as financial assets at fair
value through profit or loss, loans and receivables or investment held-to-maturity.
Financial assets available-for-trade are subsequently measured at fair value, and gains or losses arising
from changes in the fair value are recognized as other comprehensive income and included in the capital
reserve, except that impairment losses and exchange differences related to amortized cost of monetary
financial assets denominated in foreign currencies are recognized in profit or loss, until the financial
assets are derecognized, at which time the gains or losses are released and recognized in profit or loss.
Interests obtained and dividends declared by the investee during the period in which the financial assets
available-for-trade are held, are recognized in investment gains.
（3）Impairment of financial assets
The Group assesses at the balance sheet date the carrying amount of every financial asset except for the
financial assets that measured by the fair value. If there is objective evidence indicating a financial asset
may be impaired, a provision is provided for the impairment.
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The Group makes an impairment test for a financial asset that is individually significant. For a financial
asset that is not individually significant, it is included in a group of financial assets with similar credit
risk characteristics and collectively assessed for impairment [or individually assessed for impairment]. If
no objective evidence of impairment incurs for an individually assessed financial asset (whether the
financial asset is individually significant or not individually significant), it is included in a group of
financial assets with similar credit risk characteristics and collectively assessed for impairment. Assets for
which an impairment loss is individually recognized is not included in a group of financial assets with
similar credit risk characteristics and collectively assessed for impairment.
① Impairment on held-to maturity investment, loans and receivables
The financial assets measured by cost or amortized cost write down their carrying value by the estimated
present value of future cash flow. The difference is recorded as impairment loss. If there is objective
evidence to indicate the recovery of value of financial assets after impairment, and it is related with
subsequent event after recognition of loss, the impairment loss recorded originally can be reversed. The
carrying value of financial assets after impairment loss reversed shall not exceed the amortized cost of the
financial assets without provisions of impairment loss on the reserving date.
② Impairment loss on available-for-trade financial assets
When decision is made with all related factors on whether the fall of fair value investment of an equity
instrument available-for-trade is significant or non-transient, it indicates impairment of such equity
instrument investment, in which, ―significant‖ means over 20% of fall in fair value and ―non-transient‖
means over 12 months of subsequent fall.
When an available-for-trade financial asset is impaired, the cumulative loss arising from declining in fair
value that had been recognized in capital reserve shall be removed and recognized in profit or loss. The
amount of the cumulative loss that is removed shall be difference between the acquisition cost with
deduction of recoverable amount less amortized cost, current fair value and any impairment loss on that
financial asset previously recognized in profit or loss.
If, after an impairment loss has been recognized, there is objective evidence that the value of the financial
asset is recovered, and it is objectively related to an event occurring after the impairment loss was
recognized, the initial impairment loss can be reversed and the reserved impairment loss on
available-for-trade equity instrument is recorded in the profit or loss, the reserved impairment loss on
available-for-trade debt instrument is recorded in the current profit or loss.
The equity instrument where there is no quoted price in an active market, and whose fair value cannot be
reliably measured, or impairment loss on a derivative asset that is linked to and must be settled by
delivery of such an unquoted equity instrument shall not be reversed.
（4）Recognition and measurement of financial assets transfer
The Group derecognizes a financial asset when one of the following conditions is met:
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1) the rights to receive cash flows from the asset have expired;
2) the enterprise has transferred its rights to receive cash flows from the asset to a third party under a
―pass-through‖ arrangement;
3) the enterprise has transferred its rights to receive cash flows from the asset and either (a) has
transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained
substantially all the risks and rewards of the asset, but has transferred control of the asset.
If the enterprise has neither retained all the risks and rewards from the financial asset nor control over the
asset, the asset is recognized according to the extent it exists as financial asset, and correspondent liability
is recognized. The extent of existence refers the level of risk by the financial asset changes the enterprise
is facing.
For a transfer of a financial asset in its entirety that satisfies the derecognition criteria, (a). the carrying
amount of the financial asset transferred; and (b) the sum of the consideration received from the transfer
and any cumulative gain or loss that had been recognized in other comprehensive income, is recognized
in profit or loss.
If a part of the transferred financial asset qualifies for derecognition, the carrying amount of the
transferred financial asset is allocated between the part that continues to be recognized and the part that is
derecognized, based on the relative fair value of those parts. The difference between (a) the carrying
amount allocated to the part derecognized; and (b) the sum of the consideration received for the part
derecognized and any cumulative gain or loss allocated to the part derecognized which has been
previously recognized in other comprehensive income, is recognized in profit or loss.
（5）Classification and measurement of financial liabilities
The Group‘s financial liabilities are, on initial recognition, classified into financial liabilities at fair value
through profit or loss and other financial liabilities. For financial liabilities at fair value through profit or
loss, relevant transaction costs are immediately recognized in profit or loss for the current period, and
transaction costs relating to other financial liabilities are included in the initial recognition amounts.
①Financial liabilities measured by the fair value and the changes recorded in profit or loss
The classification by which financial liabilities held-for-trade and financial liabilities designed at the
initial recognition to be measured by the fair value follows the same criteria as the classification by which
financial assets held-for-trade and financial assets designed at the initial recognition to be measured by
the fair value and their changes are recorded in the current profit or loss.
For the financial liabilities measured by the fair value and changes recorded in the profit or loss, fair
values are adopted for subsequent measurement. All the gains or losses on the change of fair value and
the expenses on dividends or interests related to these financial liabilities are recognized in profit or loss
for the current period.
②Other financial liabilities
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Derivative financial liabilities that linked with equity instruments, which do not have a quoted price in an
active market and their fair value cannot be measured reliably, is subsequently measured by cost Other
financial liabilities are subsequently measured at amortized cost using the effective interest method.
Gains or losses arising from derecognition or amortization are recognized in profit or loss for the current
period.
（6）Derecognition
The Group derecognizes a financial liability (or part of it) when the underlying present obligation (or part
of it) is discharged or cancelled or has expired. An agreement between the Group (an existing borrower)
and existing lender to replace original financial liability with a new financial liability with substantially
different terms is accounted for as an extinguishment of the original financial liability and the recognition
of a new liability.
When the Group derecognizes a financial liability or a part of it, it recognizes the difference between the
carrying amount of the financial liability (or part of the financial liability) derecognized the consideration
paid (including any non-cash assets transferred or new financial liabilities assumed) in profit or loss.
（7）Derivatives and embedded derivatives
Derivatives in the relevant contract are initially recorded at fair value, and subsequent valuesmeasure at
fair value.
（8）Offsetting financial assets and financial liabilities
When the group has a legal right that is currently enforceable to set off the recognized financial assets
and financial liabilities, and intends either to settle on a net basis, or to realize the financial asset and
settle the financial liability simultaneously, a financial asset and a financial liability shall be offset and the
net amount is presented in the balance sheet. Except for the above circumstances, financial assets and
financial liabilities shall be presented separately in the balance sheet and shall not be offset.
（9） Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Group after
deducting all of its liabilities. The consideration received from issuing equity instruments, net of
transaction costs, are added to owners‘ equity.
All types of distribution (excluding stock dividends) made by the Group to holders of equity instruments
are deducted from owners‘ equity. The Group does not recognize any changes in the fair value of equity
instruments.
10、Account receivables
The account receivable by the Group includes account receivables, and other receivables.
（1）Criteria for recognition of bad debts:
The Company carries out an inspection on the balance sheet date. Where there is any objective evidence
proving that the receivables have been impaired, an impairment provision shall be made:
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①A serious financial difficulty occurs to the issuer or debtor;
②The debtor breaches any of the contractual stipulations, for example, fails to pay or delays the payment
of interests or the principal, etc.;
③The debtor will probably become bankrupt or carry out other financial reorganizations;
④ Other objective evidences showing the impairment of the receivables.
（2）Method for bad debts provision
① Provisions of bad debts in account receivables that is individually significant.
The Group treats account receivables over RMB 1,000,000 and other receivables over RMB 500,000
as individually significant items.
For an account receivable that is individually significant, the asset is individually assessed for
impairment, and the amount of impairment is recognized in profit or loss if there is objective evidence of
impairment is included in a group of financial assets with similar credit risk characteristics and
collectively assessed for impairment. An account receivable for which an impairment loss is individually
recognized is not included in a group of account receivables with similar credit risk characteristics and
collectively assessed for impairment.
② Provisions of bad debts in account receivables that individually insignificant items with similar credit
risk characteristics that have significant risk:
A．Evidence of credit risk characteristics
Whether the financial asset is individually significant or not individually significant, it is included in
a group of financial assets with similar credit risk characteristics and collectively assessed for
impairment. Such credit risk reflects the repayment of all due amount under the contract, and is related to
the estimation of future cash flow expected to be derived from the assets.
Evidence of portfolios：
Items Evidence of portfolios
Aging portfolios Use the aging of account receivables as credit risk characteristics
B．Provision by credit risk characteristics
During the group impairment test, the amount of bad debts provisions is determined by the assessed
result from the experience of historical loss and current economic status and the existing loss in the
estimated account receivables according to the set of account receivables and credit risk characteristic.
Provisions for difference portfolios：
Item Method of provision
Aging portfolios Provision by Aging
a. Provision by Aging analysis
Aging Accounts receivable（%） Other receivables（%）
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Within 1 year(inclusive) No provision No provision
1-2 years (inclusive) 5 5
2-3 years (inclusive) 20 20
Over 3 years 50 50
③ Provisions of bad debts that is individually insignificant.
The Group treats account receivables under RMB 1,000,000 and other receivables under RMB 500,000
as individually insignificant items.
For the account receivables not individually significant, the Group assesses the account receivables
individually for impairment when are of following characteristics: if there is objective evidence
indicating the impairment, the impairment loss is recognized at the difference between the present value
of future cash flow less the carrying amount, and provision is made accordingly. For example, account
receivables with related parties; account receivables under litigations or arbitrations, or account
receivables with obvious indication that debtor cannot fulfill the obligation of repayment.
（3）The reversal of bad debts provision
If there is objective evidence of recovery in value of account receivables, and the recovery can be
related to an event occurring after the impairment was recognized, the previously recognized
impairment loss is reversed and recognized in profit or loss. However, the reversal shall not result in
a carrying amount that exceeds what the amortized cost would have been had the impairment loss not
been recognized at the date the impairment is reversed.
11、Inventories
（1）Classification of inventory
The Group‘s inventory mainly include raw materials, goods in stock, work-in-progress and low value
consumables, etc.
（2）Valuation method of inventories upon delivery
Inventories are initially carried at the actual cost and delivered at the value by weighted average method.
The low value consumables and packaging should be amortized in equal installment.
（3）Basis for determining net realizable value of inventories and provision methods for decline in value
of inventories
Net realizable value is the estimated selling price in the ordinary course of business less the estimated
costs of completion, the estimated costs necessary to make the sale and relevant taxes. Net realizable
value is determined on the basis of clear evidence obtained, and takes into consideration the purpose of
holding inventories and effect of post balance sheet events.
At the balance sheet date, inventories are measured at the lower of the cost and net realizable value. If the
net realizable value is below the cost of inventories, a provision for decline in value of inventories is
made. The provision for inventories decline in value is normally determined by the difference of the cost
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of individual item less its realizable value.
After the provision for decline in value of inventories is made, if the circumstances that previously
caused inventories to be written down below cost no longer exist so that the net realizable value of
inventories is higher than their cost, the original provision for decline in value is reversed and the reversal
is included in profit or loss for the period.
（4）Inventory system is maintained for stock system.
12. Held-to-maturity investmentd
Held-to-maturity investments are initially measured at fair value (deducting bond interest that has
matured but not yet been retrieved) plus relevant transaction costs when acquired. Interest income is
recognized as investment income based on the amortized cost and effective interest rate. If differences
between the effective interest rate and coupon rate is negligible, the coupon rate is applicable. The actual
interest rate is determined upon acquisition and remains unchanged during the expected remaining period,
or a shorter period if applicable. Differences between the proceeds and book values of the investments
are recognized as investment income on disposal.
If an asset could be sold under the normal conditions with precise decisions from directors of board in an
irrevocable agreement in one year, then it would be regarded as held-to maturity asset. The method of
calculation is no deprecation or amortization from the beginning-holding-day, instead of choosing the
lower one between book value and fair value minus disposal expenses. If the disposable asset is an asset
group under the accounting standards 8 and the goodwill will be divided into this asset group, then it
should be included the goodwill.
It should be disclosed individually when it is classified as held-to-maturity asset. If it is classified as the
liability connecting to the asset group, it should also list separately.
13、Long-term equity investments
The term of long-term equity investments refers to the investment which has control, joint venture and
significant influence over the investees. If the group does not have control, joint venture and significant
influence over the investees, then it should be classified as available-for-sale financial asset or the asset
measured at fair value and recorded into the profits and losses of the current financial assets, details will
be found in notes4.9‖Financail Instruments‖.
The term ―joint control‖ refers to the contractually agreed sharing of control over an economic activity,
which exists only when the investing parties involved in the economic activity reach a consensus on
sharing control over critical financial and operating policies concerning that activity. An entity which is
subject to joint control by the investor and other parties is their joint venture.
（1）Determination of investment cost
For a business combination involving enterprises under common control, the initial investment cost of the
long-term equity investment shall be carrying value of the absorbing party‘s share of the owners‘ equity
of the party being absorbed at the date of combination. For a business combination not involving
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enterprise under common control, the combination cost including the sum of fair value, at the acquisition
date, of the assets given, liabilities incurred or assumed, and equity securities issued by the acquirer. The
intermediary expenses incurred by the acquirer in respect of auditing, legal services, valuation and
consultancy services etc. and other associated administrative expenses attributable to the business
combination are recognized in profit or loss when they are incurred. Transaction fee of equity securities
or debt securities issued by purchaser‘s business combination should be calculated in initializing
confirming amount of equity securities or debt securities.
The equity investments other than the long-term equity through combination shall be initially measured
by cost. The cost shall be recognized to the difference in the way of acquisition of long-term equity
investment. Theses ways include the cash purchase price the Group actually paid, the fair value of equity
security issued by the Group, value specified in the investment contract or agreement, the fair value or
carrying value of the asset out in the transaction of non-monetary asset exchanges, and the fair value of
the long-term equity investment. Other direct cost, tax and necessary expenses related to the acquisition
of long-term equity investment are recognized in investment cost.
（2）Subsequent measurement
Cost method shall be adopted in a long-term equity investment where the investing enterprise does not
have common control or significant influence over the investee, the investment is not quoted in an active
market and its fair value cannot be measured reliably. Where an investing enterprise can exercise
common control or significant influence over the investee, a long-term investment shall be accounted for
using the equity method. When an investing enterprise can no longer exercise joint control or common
control nor significant influence over the investee, and its fair value cannot be measured reliably, a
long-term investment shall be counted as financial asset ready-for trade.
A long-term equity investment where cost method is adopted in the Company‘s financial statements can
exercise controls over the investee.
① Cost method of accounting for long-term equity investments
Under the cost method, a long-term equity investment is measured at initial investment cost. Except for
cash dividends or profits declared but not yet paid that are included in the price or consideration actually
paid upon acquisition of the long-term equity investment, investment income is recognized in the period
in accordance with the attributable share of cash dividends or profit distributions declared by the investee.
② Equity method of accounting for long-term equity investments
Where the initial investment cost of a long-term equity investment exceeds the investing enterprise‘s
interest in the fair values of the investee‘s identifiable net assets at the time of acquisition, no adjustment
shall be made to the initial investment cost. Where the initial investment cost of a long-term equity
investment is less than the investing enterprise‘s interest in the fair values of investee‘s identifiable net
assets at the time of acquisition, the difference shall be charged to profit or loss for the current period, and
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the cost of the long-term equity investment shall adjusted accordingly.
Under the equity method, the Group recognizes its share of the net profit or loss of the investee for the
period as investment income or loss for the period. The Group recognizes it share of the investee‘s net
profit or loss based on the fair value of the investee‘s individual separately indentible assets etc. at the
acquisition date after making appropriate adjustments to confirm with the Group‘s accounting policies
and accounting period. Unrealized profits or losses resulting from the Group‘s transactions with its
associates and joint ventures are recognized as investment income or loss to the extent that those
attributable to the Group‘s equity interest are eliminated. However, unrealized losses resulting from the
Group‘s transactions with its investees on the transferred assets, in accordance with "Accounting
Standards for Enterprises No. 8 - Impairment of Assets", are not eliminated. Changes in owners‘ equity of
the investee other than net profit or loss are correspondingly adjusted to the carrying amount of the
long-term equity investment, and recognized as other compressive income which is included in the
capital reserve.
When the investee is recognized net losses, reduce the carrying value of long-term equity investments
and long-term equity of net investment (in substance) in investee to zero. In addition, the Group has the
obligations on additional losses, then the expected obligation as estimated liabilities and included in the
current investment losses. Where the net profit from investee units, restoration confirm the amount of
revenue sharing after offset the amount of unrecognized loss sharing.
For long-term equity investments in associates and joint ventures which had been held by the Group
before its first time adoption of Accounting Standards for Business Enterprises in 01-01-2007, where the
initial investment cost of a long-term equity investment exceeds the Group‘s interest in the investee‘s net
assets at the time of acquisition, the excess is amortized and is recognized in profit or loss on a straight
line basis over the original remaining life.
③ Acquisition of minority interest
The difference between newly increased equity investment due to acquisition of minority interests and
portion of net asset cumulatively calculated from the acquisition date is adjusted as capital reserve. If the
capital reserve is not sufficient to absorb the difference, the excess are adjusted against returned earnings.
④ Disposal of long-term equity investment
Where the parent company disposes long-term investment in a subsidiary without a change in control, the
difference in the net asset between the amount of disposed long-term investment and the amount of the
consideration paid or received is adjusted to the owner‘s equity. If the disposal of long-term investment in
a subsidiary involves loss of control over the subsidiary, the related accounting policies in NoteⅣ.5
applies.
(3) The accounting methods described at consolidated financial statements
On disposal of a long-term equity investment, the difference between the proceeds actually received and
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receivable and the carrying amount is recognized in profit or loss for the period.
For along-term equity investment accounted for using the equity method, the amount included in the
owners‘ equity attributable to the percentage interest disposed is transferred to profit or loss for the
period.
For any retained interest, it shall be subsequently measured according to the related accounting policies in
regard of long-term equity investments or financial assets as described above if its carrying amount is
recognized as long-term equity investments or other related financial assets. Retroactive adjustment is
made on the basis of relevant policies if the retained interests are settled from cost method to equity
method.
Recognition of investee under common control or significant influence
Control is the power to govern the financial and operating policies of an enterprise so as to obtain
benefits from its operating activities. Common control is the contractually agreed sharing of control over
an economic activity, and exists only when the strategic financial and operating decisions relating to the
activity require the unanimous consent of the parties sharing control. Significant influence is the power to
participate in the financial and operating policy decisions of the investee but is not control or joint control
over those policies. When determining whether an investing enterprise is able to exercise control or
significant influence over an investee, the effect of potential voting rights of the investee held the
investing enterprise or other parties that are currently exercisable or convertible shall be considered.
The group would lose the power of control over subsidiaries gradually via multiple transactions. If it is a
package of transactions, then every transaction would be treated as lose control power. The difference of
disposable value and carrying amount would be regarded as other comprehensive profits until the power
is certainly ensured that the group lost the power of control.
14、Investment properties
Investment property is property held to earn rental or for capital appreciation or both. It includes a land
use right that is leased out, a land use right held for transfer upon capital appreciation, and a building that
is leased out.
The investment properties shall be initially measured in light of their cost when getting it and make a
follow-up measurement to the investment real estate through the cost pattern on the date of the balance
sheet. The test method of depreciation or impairment of the buildings is the same as fixed assets, the test
method of depreciation or impairment of the land use rights is the same as intangible assets.
The details of assess method and impairment provision for investment properties are in Note4.20
―Impairment of non-current non-financial assets‖.
Where an investment property is disposed or no longer in use permanently and no economic benefits
shall be obtained from the disposal, derecognized the investment property. The income from sale, transfer
or disposal of the investment property is recorded in the profit or loss after deduction of its carrying
amount and related tax.
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15、Fixed assets
（1）The conditions of recognition
Fixed assets refers to the tangible assets that are held for the sake of producing commodities, rendering
labor service, renting or business management and their useful life is in excess of one fiscal year.
（2）The method for depreciation
Fixed assets are stated at cost and consider the impact of expected costs of abandoning the initial
measurement. From the following month of state of intended use, the straight-line method is used for
different categories of fixed assets to take depreciation. The recognition of the classification, useful life
and estimated residual rate are as follows:
Estimated residual value Depreciation
Category Expected useful life
（%） （%）
Building & construction 35 3 2.77
Machines & equipments 12 3 8.08
Vehicles 7 3 13.86
Electronic appliances 7 3 13.86
Office and other equipment 7 3 13.86
Private housing renovation 10 0 10.00
costs
Expected net residual value of fixed assets is the balance of the Group currently obtained from the
disposal of the asset less the estimated costs of disposal amount, assuming the asset is out of useful life
and state the expected service life in the end.
（3） Measurement and recognition of fixed assets
Impairment and provisions of fixed assets are disclosed on Note Ⅳ.20 ―Long-term assets impairment‖.
（4）Others
A fixed asset is recognized only when the economic benefits associated with the asset will probably flow
to the Company and the cost of the asset can be measured reliably. Subsequent expenditure incurred for a
fixed asset that meet the recognition criteria shall be included in the cost of the fixed asset, and the
carrying amount of the component of the fixed asset that is replaced shall be derecognized. Otherwise,
such expenditure shall be recognized in profit or loss in the period in which they are incurred.
The revenue from selling or transferring, or disposing a fixed asset is booked into profit and loss after
deduction of carrying value and related tax.
The Group conducts a review of useful life, expected net realizable value and depreciation methods of the
fixed asset at least on an annual base. Any change is regarded as change in accounting estimates.
16、Construction in progress
Construction in progress is measured at its actual cost. The actual costs include various construction
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expenditures during the construction period and other relevant costs. Construction in progress is
transferred to a fixed asset when it is ready for intended use.
Testing method for provision impairment of construction in progress and accrued method for provision
impairment please refer toNote Ⅳ.20 ―Long-term assets impairment‖.
17、Borrowing costs
The borrowing costs shall include interests on borrowings, amortization of discounts or premiums on
borrowings, ancillary expenses, and exchange balance on foreign currency borrowings. Where the
borrowing costs incurred to an enterprise can be directly attributable to the acquisition and construction
or production of assets eligible for capitalization, it shall be capitalized and recorded into the costs of
relevant assets. Other borrowing costs shall be recognized as expenses on the basis of the actual amount
incurred, and shall be recorded into the current profits and losses.
Where funds are borrowed for a specific-purpose, the amount of interest to be capitalized is the actual
interest expense incurred on that borrowing for the period less any bank interest earned from depositing
the borrowed funds before being used on the asset or any investment income on the temporary investment
of those funds. Where funds are borrowed for a general-purpose, the amount of interest to be capitalized
on such borrowings is determined by applying a weighted average interest rate to the weighted average of
the excess amounts of accumulated expenditure on the asset over and above the amounts of
specific-purpose borrowings. During the capitalization period, exchange differences related to a
specific-purpose borrowing denominating in foreign currency are all capitalized. Exchange differences in
connection with general-purpose borrowings are recognized in profit or loss in the period in which they
are incurred.
Assets qualified for capitalization are the fixed assets, investment properties or inventories which need a
long time of construction or production activities before ready for intended used or sale. Capitalization of
borrowing costs is suspended during periods in which the acquisition, construction or production of a
qualifying asset is interrupted by activities other than those necessary to prepare the asset for its intended
use or sale, when the interruption is for a continuous period of more than 3 months. Borrowing costs
incurred during these periods recognized as an expense for the current period until the acquisition,
construction or production is resumed.
18、Intangible assets
（1）Recognition and calculation of intangible asset
The term ―intangible asset‖ refers to the identifiable non-monetary assets without physical shape,
possessed or controlled by enterprises.
The intangible assets are initially measured by its cost. Expenses related to intangible assets, if the
economic benefits related to intangible assets are likely to flow into the enterprise and the cost of
intangible assets can be measured reliably, shall be recorded as cost of intangible assets. The
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expenses other than this shall be booked in the profit or loss when they occur.
Land use rights that are purchased by the Group are accounted for as intangible assets. Buildings, such as
plants that are developed and constructed by the Group, and relevant land use rights and buildings,
are accounted for as intangible assets and fixed assets, respectively. Payments for the land and
buildings purchased are allocated between the land use rights and the buildings; if they cannot be
reasonably allocated all of the land use rights and buildings are accounted for as fixed assets.
When an intangible asset with a definite useful life is available for use, its original cost is amortized over
its estimated useful life using the straight-line method. An intangible asset with an indefinite useful
life is not amortized.
For an intangible asset with a definite useful life, the Group reviews the useful life and amortization
method at the end of the period, and makes adjustment when necessary. An additional review is also
carried out for useful life of the intangible assets with indefinite useful life. If there is evidence
showing the foreseeable limit period of economic benefits generated to the enterprise by the
intangible assets, then estimate its useful life and amortize according to the policy of intangible assets
with definite useful life.
（2）Research and Development expenditures
The expenditures of the internal research could be divided into two phrases: a research phrase and a
development phrase.
The expenditures happened during research phrase should be regarded as the current profit and loss.In the
research phase of an internal project, an entity cannot demonstrate that an intangible asset exists that
will generate probable future economic benefits. Therefore, this expenditure is recognised as an
expense when it is incurred.
An intangible asset arising from development (or from the development phase of an internal project) shall
be recognised if, and only if, an entity can demonstrate all of the following:
(a) the technical feasibility of completing the intangible asset so that it will be available for use or sale;
(b) its intention to complete the intangible asset and use or sell it;
(c) how the intangible asset will generate probable future economic benefits. Among other things, the
entity can demonstrate the existence of a market for the output of the intangible asset or the
intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset;
(d) the availability of adequate technical, financial and other resources to complete the development and
to use or sell the intangible asset;
(e) its ability to measure reliably the expenditure attributable to the intangible asset during its
development.
（3）Methods of impairment assessment and determining the provision for impairment losses of
intangible assets
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Testing method for provision impairment of intangible assets and accrued method for provision
impairment please refer to Note Ⅳ.20 ―Long-term assets impairment‖.
19、Long-term prepaid expenses
Long-term prepaid expenses represent expenses incurred that should be borne and amortized over the
current and subsequent period together of more than one year. Long-term prepaid expenses are amortized
by using straight line method.
20、Long-term assets impairment
On each balance sheet date, the Group will make judgments to determine whether there are signs for
impairment to the fixed assets ,construction in progress, definite intangible assets, investment
properties& equity investment in subsidiaries& joint ventures& jointly run business measured using the
cost method etc. non-current and non-financial assets. If there are signs for impairment, the impairment
should be tested by estimating the recoverable amount. Goodwill, indefinite intangible assets and
intangible assets having not reached the usable condition, should be yearly tested for impairment no
matter whether there are signs for impairment.
The result of impairment test demonstrates that the recoverable amount is less than its carrying amount,
the difference will be recorded as provision for impairment and debited as impairment loss. The
recoverable amount equals to the greater of 1)fair value less disposal expenses and 2) present value of the
predicted future cash flows.
The fair value of the assets is determined by the sale contract price of fair trade; When there are no sale
contracts but exist active market ,the fair value will be determined with the quotation from the buyer;
When there exist neither sale contracts nor active market, the assets fair value will be determined by the
best information available.
The disposal expenses include the legal expenses, related taxes, delivery fees and other direct fees
incurred for making the assets reach the salable condition. The present value of the predicted future cash
flows is calculated according to the predicted future cash flows generated from the continuous use of the
assets and final disposal discounted with the applicable discounted rate. The provision for impairment
test should be recognized based on the individual asset. If it is hard to estimate the recoverable amount to
individual asset, the recoverable amount of the assets group of which the individual assets are included
should be determined. Assets group is the smallest unit that can independently generate the cash inflow.
For the goodwill separately displayed on the financial statement, when making the impairment test, the
carry value of the goodwill should be allocated to assets group or the group of assets group predicted to
be benefit from the synergistic effect from the enterprises combination. When the rest result shows that
the recoverable of the assets group or the group of assets group having been allocated with the relevant
goodwill is less than the carrying amount, the related impairment loss should be recognized. The
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impairment losses will firstly reduce the book value of the goodwill allocated and then reduce the book
value of each asset of the assets group or the group of assets group according to the percentage of each
asset to the assets group or the group of assets group beside the goodwill.
The impairment loss of the above assets would not be reversed back once they are recognized.
21.Employee benefits
Employee benefits payable shall be recognized as liabilities in the accounting periods during which the
employees provide services to the Group. They are all forms of consideration given by an entity in
exchange for service rendered by employees or for the termination of employment: short-term employee,
post-employment benefits and other long-term employee benefits.
Short-term employee benefits include items such as the following, if expected to be settled wholly before
twelve months after the end of the annual reporting period in which the employees render the related
services:
(a) wages, salaries and social security contributions;
(b) paid annual leave and paid sick leave;
(c) profit-sharing and bonuses; and
(d) non-monetary benefits (such as medical care, housing, cars and free or subsidised goods or services)
for current employees.
Post-employment benefits include items such as the following:
(a) retirement benefits (pensions and lump sum payments on retirement);
(b) other post-employment benefits, such as post-employment life insurance and post-employment
medical care.
In the event that the Group terminates the employment relationship with employees unilaterally before
the end of the employment contracts, or offers to compensate the employees in order to encourage them
to accept voluntary redundancy, if the Company has formally formulated plans for termination of the
employment relationship or offer for voluntary redundancy, and the plans will be implemented shortly
afterwards, compensations for redundancy shall be recognized as estimated liabilities and charged to
profit or loss for the current period.
The plan for early retirement of employees shall be treated in the same way as the above compensations
for redundancy. The salaries and social insurance premiums paid by the Company to employees subject
to early retirement during the period from termination of service provision to normal retirement shall be
recognized as estimated liabilities and charged to profit or loss for the current period (compensations for
redundancy).
22.Accrued liabilities
Accrued liabilities (or Provisions) are recognized when following obligations related to a contingency are
satisfied simultaneously. They are (a) such obligation is the present obligation of the Group, (b)it is
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probable that an outflow of economic benefits will be required to settle the obligation, and (c) the amount
of the obligation can be measured reliably.
The amount recognized as a provision is the best estimate of the consideration required to settle the
present obligation at the balance sheet date, taking into account factors pertaining to a contingency such
as risks, uncertainties and time value of money.
Where all or some of the expenditure required to settle a provision is expected to be reimbursed by a third
party, the reimbursement is recognized as a separate asset only when it is virtually certain that
reimbursement will be received, and the amount of reimbursement recognized does not exceed the
carrying amount of the provision.
(1) Onerous contracts
An onerous contract is a contract in which the unavoidable costs of meeting the obligations under the
contract exceed the economic benefits expected to be received under it. The exceeding part over the
assets in the contract shall be recognized as a provision when an executor contract becomes an onerous
contract and the obligation arising under the onerous contract satisfies the requirements of provisions.
(2) Restructuring Obligation
The amount of a restructuring provision shall be recognized by the total direct expenditures arising from
the restructuring when the enterprise has a detailed, formal plan for the restructuring, and a public
announcement of the plan has been made for restructuring and above requirements for the provision
mentioned above are satisfied.
[For the restructuring obligation carried for the portion of business for sale, the obligation related to the
restructuring can only be recognized when the Group has committed for the sales of portion of the
business (signing the selling agreement with termination)
23. Revenue
（1）Revenue from sales of goods
The Group has transferred to the buyer the significant risks and rewards of ownership of the goods; the
Group retains neither continuing managerial involvement to the degree usually associated with ownership
nor effective control over the goods sold; the associated costs incurred or to be incurred can be measured
reliably.
The group sales vehicles as the main transaction, so sales‘ revenue should be ascertained after ensuring
accept cash or the right to collect cash or cash equivalents.
（2）Revenue from services
When the outcome of a transaction involving the rendering of services can be estimated reliably at the
balance sheet date, revenue associated with the transaction is recognized using the percentage of
completion method, or otherwise, the revenue is recognized to the extent of costs incurred that are
expected to be recoverable. The stage of completion of a transaction for rendering services is determined
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based on [survey of work performed / services performed to the date of as a percentage of total services
to be performed / the proportion that costs incurred to date bear to the estimated total costs of the
transaction]
The outcome of a transaction involving rendering of services can be estimated reliably when all of the
following conditions are satisfied:
1) the amount of revenue can be measured reliably;
2) it is probable that the associated economic benefits will flow to the Group;
3) the stage of completion of the transaction can be measured reliably;
4) the costs incurred and to be incurred for the transaction can be measured reliably.
If the outcome of a transaction involving rendering of services cannot be estimated reliably, the revenue
is recognized by the cost incurred and estimated compensation, and the actual cost is booked into profit
and loss. No revenue is recognized if the cost incurred cannot be recovered.
For contract or agreement entered between the Group and other enterprises with sales of goods and
rendering services, if part of goods selling and the part of rendering service can be separated and
measured individually, they are settled separately. If the part of goods selling and the part of rendering
service cannot be separated or they can be separated but cannot be measured individually, the parts in the
contract shall be treated as goods of selling.
（3）Revenue from royalty revenue
According to the contract or agreement, the revenue is recognized on an accrual basis.
（4）Revenue from interests
The amount of interest revenue should be measured and confirmed in accordance with the length of time
for which the enterprise's cash is used by others and the actual interest rate.
24. Government Grants
Government grants are transfer of monetary assets and non-monetary assets from the government to the
Group at no consideration, excluding the capital invested by the government as equity owner.
Government grant can be classified as grant related to the assets and grants related to the income.
If a government grant is in the form of a transfer of a monetary asset, it is measured at the amount
received or receivable. If a government grant is in the form of a non-monetary asset, it is measured at fair
value. If the fair value cannot be reliably determined, it is measured at a nominal amount. A government
grant measured at a nominal amount is recognized immediately in profit or loss for the period.
A government grant related to an asset is recognized as deferred income, and evenly amortized to profit
or loss over the useful life of the related asset. For a government grant related to income, if the grant is a
compensation for related expenses or losses to be incurred in subsequent period, the grant is recognized
as deferred income, and recognized in profit or loss over the periods in which the related costs are
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recognized. If the grant is a compensation for related expenses or losses already incurred, the grant is
recognized immediately in profit or loss for the period.
For repayment of a government grant already recognized, if there is a related deferred income, the
repayment is offset against the carrying amount of the deferred income, and any excess is recognized in
profit or loss for the period. If there is no related deferred income, the repayment is recognized
immediately in profit or loss for the period.
25. Deferred income tax assets and deferred income tax liabilities
At the balance sheet date, deferred tax assets and liabilities are measured at the tax rates that are expected
to apply to the period when the asset is realized or the liability is settled, according to the requirements of
tax laws. The measurement of deferred tax assets and deferred tax liabilities reflects the tax consequences
that would follow from the manner in which the Group expects at the balance sheet date, to recover the
assets or settle the liabilities.
For temporary differences between the carrying amount of certain assets or liabilities and their tax base,
or between the nil carrying amount of those items that are not recognized as assets or liabilities and their
tax base that can be determined according to tax laws, deferred tax assets and liabilities are recognized
using the balance sheet liability method.
For temporary differences associated with the initial recognition of goodwill and the initial recognition of
an asset or liability arising from a transaction (not a business combination) that affects neither the
accounting profit nor taxable profits (or deductible losses) at the time of transaction, no deferred tax asset
or liability is recognized.
For taxable temporary differences associated with investments in subsidiaries and associates, and
interests in joint ventures, no deferred income tax liability related is recognized except where the Group
is able to control the timing of reversal of the temporary difference and it is probable that the temporary
difference will not reverse in the foreseeable future.
All deferred income tax liabilities arising from taxable temporary differences except the ones mentioned
above are recognized.
For temporary deductible differences associated with the initial recognition of an asset or liability arising
from a transaction (not a business combination) that affects neither the accounting profit nor taxable
profits (or deductible losses) at the time of transaction, no deferred tax asset is recognized.
For taxable temporary deductible differences associated with investments in subsidiaries and associates,
and interests in joint ventures, no deferred income tax asset related is recognized if it is impossible to
reversal the temporary difference in the foreseeable future, or it is not probable to obtain taxable income
which can be used for the deduction of the temporary difference in the future.
Except mentioned above, the Group recognizes other deferred income tax assets that can deduct
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temporary differences to the extent that it is probable that taxable profits will be available against which
the deductible temporary differences can be utilized.
For the deductible losses and tax credit that can be carried forward, deferred tax assets for deductible
temporary differences are recognized to the extent that it is probable that taxable profits will be available
against which the deductible temporary differences can be utilized.
At the balance sheet date, deferred tax assets and liabilities are measured at the tax rates according to tax
lawsthat are expected to apply in the period in which the asset is realized or the liability is settled.
At the balance sheet date, the Group reviews the carrying amount of deferred tax assets. If it is no longer
probable that sufficient taxable profit will be available in future periods to allow the benefits of the
deferred tax assets to be used, the Group reduces the carrying amount of deferred tax assets. The amount
of such reduction is reversed when it becomes probable that sufficient taxable profit will be available.
26. Leases
(1) Operating Lease
①The Group as Lessee under Operating Lease
Lease payments under an operating lease are recognized by a lessee on a straight-line basis over the lease
term, and either included in the cost of the related asset or charged to profit or loss for the current period.
The contingent rents shall be recorded in the profit or loss of the period in which they actually arise.
②The Group as Leaser under Operating Lease
Lease income from operating leases shall be recognized by the leaser in profit or loss on a straight-line
basis over the lease term. Initial direct cost of significance in amount shall be capitalized when incurred.
If another basis is more systematic and rational, that basis may be used. Contingent rents are credited to
profit or loss in the period in which they actually arise.
(2)Financing Lease
①The Group as Lessee under Operating Lease
For an asset that is held under a finance lease, at the lease commencement, the leased asset is recorded at
the lower of its fair value at the lease commencement and the present value of the minimum lease
payments, and the minimum lease payment is recorded as the carrying amount of the long-term payables;
the difference between the recorded amount of the leased asset and the recorded amount of the payable is
accounted for as unrecognized finance charge, Initial direct costs incurred by the lessee during the
process of negotiating and securing the lease agreement shall be added to the amount recognized for the
leased asset.
The net amount of minimum lease payment deducted by the unrecognized finance shall be separated into
long-term liabilities and long-term liability within one year for presentation.
Unrecognized finance charge shall be computed by the effective interest method during the lease term.
Contingent rent shall be booked into profit or loss when actually incurred.
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②The Group as Leaser under Operating Lease
For an asset that is leased out under a finance lease, the aggregate of the minimum lease receipts at the
inception of the lease and the initial direct costs is recorded as a finance lease receivable, and
unguaranteed residual value is recorded at the same time; the difference between the aggregate of the
minimum lease receipt, initial direct costs, and unguaranteed residual value, and the aggregate of their
present values, is recognized as unearned finance income, which is amortized using the effective interest
rate method over each period during the lease term.
Finance lease receivable less unearned finance income shall be separated into long-term liabilities and
long-term liability within one year for presentation.
Unearned finance income shall be computed by the effective interest method during the lease term.
Contingent rent shall be credited into profit or loss in which actually incurred.
27.Other accounting policies and accounting estimates
(1) Termination of business
Refers to the termination of the operation, to meet one of the following conditions have been part of the
company's disposal or classified as held for sale, and capable of operating in the preparation of the
financial statements separately: the part represents an independent business or a major business area; the
part is part of the proposed disposal plans for a major business independent or a major business area; the
part is just to sell a subsidiary acquired.
(2) Repurchase of shares
The consideration and transaction costs paid in the share repurchase to reduce the shareholders' equity,
repurchase, transfer or cancellation of the shares of the company, does not recognize gains or losses.
Transfer of stock, according to the actual amount of money received and the difference between the
carrying amount of the stock, included in the capital reserve, capital surplus is not reduced, the reduction
of surplus reserve and undistributed profits. The cancellation of treasury shares, according to the face
value of the stock and cancellation of shares less equity, according to the difference between the carrying
amount and the par value of treasury shares canceled, reducing capital surplus, capital surplus is not
enough to offset, offset the surplus reserve and undistributed profit.
(3)Asset Securitization
The company will be part of the assets ("trust") securities, assets trust to the special purpose entity, the
entity to investors is the priority of asset-backed securities, the company holding subprime asset-backed
securities, subprime assets in support of the priority of asset-backed securities principal and interest
payments before the end of may not transfer securities. The company's assets as service providers,
providing asset maintenance and daily management, asset disposal plan annual formulation, formulation
and implementation of asset disposal program, signed an agreement to dispose of assets and asset
services regularly compile reports and other services; at the same time as the company liquidity support
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mechanism, the priority of asset-backed securities principal has not been repaid in full supply flow
support, to make up the difference between the interest or principal. After the payment of the trust
property trust taxes and related expenses, priority for payment of priority asset-backed securities principal,
all principal and interest payments remaining after the trust property as subprime asset-backed securities
gains, owned by the company. The company retains all the risks and rewards of trust property, so not to
confirm the termination of the trust property; at the same time, the company has actual control of the
special purpose entity, has to be included in the scope of consolidated financial statements.
28. Changes in major accounting policies and accounting estimates
(1) Changes of accounting policies
①Changes of accounting policy resulting from the implementation of the new enterprise accounting
standards.
On June 15, 2018, the Ministry of Finance issued the Circular on Revising and Issuing the Format of
General Enterprise Financial Statements for 2018 (Accounting [2018] 15), which revised the Format of
General Enterprise Financial Statements. The Company shall execute the aforementioned notice in
accordance with the requirements of the Ministry of Finance.
In accordance with the requirements of document [2018] 15, the company adjusts the presentation of the
following items in the financial statements and adjusts the comparative data of the comparable
accounting period accordingly:
The original "notes receivable" and "accounts receivable" items are incorporated into the newly added
"notes receivable and accounts receivable" items.
The original items of "interest receivable", "dividend receivable" and "other receivables" are incorporated
into the items of "other receivables".
The original "fixed assets liquidation" and "fixed assets" projects are incorporated into the "fixed assets"
project.
The original project of "engineering materials" was merged into the project construction in process
The original "notes payable" and "accounts payable" items are incorporated into the newly added "notes
payable and accounts payable" items.
The original "interest payable", "dividend payable" and "other accounts payable" items are combined into
"other accounts payable" items.
The original "special payables" are merged into the "long-term payables" project.
A new "R&D cost" project is added. The R&D cost originally included in the "management cost" project
is listed separately as the "R&D cost" project.
Under the item of "financial expenses", the detailed items of "interest expenses" and "interest income" are
shown.
This change of accounting policy has no substantial impact on the total assets, liabilities, net assets and
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net profits of the company in the current period and before the change of accounting policy.
(2)Changes of accounting estimates
There were no changes of main accounting estimations during this period.
29. Material accounting judgments and accounting estimations
Because of the inherent uncertainties of the operating activities, the Group needs to make judgments,
estimations and assumptions to the financial statement items whose carrying amount cannot be accurately
measured. Those judgments, estimations and assumptions are made based on the management‘s historical
experience and taking other relevant factors into account. Those judgments, estimations and assumptions
would influence the reported amount of revenue, expense, asset and liability and disclosure of the
contingency liability on the balance sheet date. However, the actual result caused by the uncertainty of
these estimations may be different with the present estimation made by the management, which may
cause significant adjustments to the carrying amount of the influenced assets and liabilities in the
future.
The Group are making periodical review on the judgments, estimations and assumptions mentioned
above based on the premise of going concern. For the changes of estimations that only influence the
current period, the influenced amount will be recognized in the current period. For the changes of
estimations that not only influence the current period ,but also affect the future periods, the influenced
amount will be recognized in the current period and future period.
As of the balance sheet date, the material areas that need to be judged ,estimated and assumed are listed
below:
（1）Classification of lease
The Company classifies leases as operating lease and financing lease according to the rule stipulated in
the Accounting Standard for Business Enterprises No. 21--Leasing. The management shall make analysis
and judgment on whether the risks and rewards related to the title of leased assets has been transferred to
the leaser, or whether the Company has substantially held the risks and rewards related to the ownership
of leased assets.
（2）The provision for allowance for bad debt
The Group applies the allowance method to estimate the bad debt, according to the policy of accounts
receivable. The impairment of accounts receivable is based on the evaluation of accounts receivable‘s
possibility of collection. The difference between the actual result and the original estimation would
influence the accounts receivable‘s carrying value and cause the balance of allowance for bad debt to
increase or reverse back during the period when the estimation is changed.
（3）Provision for inventory
According to inventory accounting policy, the ending inventory is measured by the lower of cost and net
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realizable value. When the cost is greater than the net realizable value and the obsolete and unsalable
inventory, the inventory falling price reserve shall be withdrawn. Reduce the inventory to the net
realizable value is based on the evaluation the salable of the inventory and its net realizable value.
Estimates of net realizable value are based on the most reliable evidence available at the time the
estimates are made and take into consideration the purpose for which the inventory is held and the
influences of events occurring after the balance sheet date. The difference between the actual result and
original estimation will influence the carrying amount of the inventory and cause the provision for
inventory to increase or reverse back during the period when the estimation is changed.
（4）The fair value of financial instrument
For the financial instrument lacking active trading market, the Group will use several valuation methods
to make sure the fair value. The methods include the model to analyze the discounted cash flow etc. The
Group will evaluate the following aspects, such as the future cash flow, credit risk, market volatility and
the relativity etc. and then choose the applicable discounted rate, when making the evaluation. There are
uncertainties for the relevant assumptions whose changes will influence the fair value of financial
instrument.
（5）Provision for non-financial and non-current assets
The Group will make judgment on the non-current assets beside the financial assets about whether there
are signs for impairment on the balance sheet date. For the intangible assets whose life is uncertain, when
there are signs for impairment, it should be tested for impairment, beside the yearly impairment test.
Other non-current assets beside the financial statement, when there are signs indicating that the carrying
value are unrecoverable, it should be tested for impairment.
When the carrying value of the asset or asset group is greater than the recoverable amount (i.e., the net
value of fair value less the cost of disposal and present value of the predicted future cash flow whichever
is higher), it indicates impairment.
The net value of fair value less the cost of disposal, is referred to the agreed sale price of similar assets
under fair trade or the observable market price, less the incremental cost directly related with the disposal
of the assets.
The Group need to make significant judgment to the output of assets (or assets group), sale price, relevant
operating cost and the discounted rate when estimating the present value of future cash flows. The
Group will make use of any relevant material available when estimating the recoverable amount ,
including the prediction of the output, sale price and relevant operating cost according to reasonable and
supportable assumptions.
The Group will test the goodwill for impairment at least once a year, which requires to estimate the
present value of the future cash flows of the assets and assets group allocated with the goodwill .
When estimating the present value to the future cash flow, the Group need to estimate the cash flows
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generating from the assets and assets group, and choose the applicable discount rate to determine the
present value.
（6）Depreciation and amortization
The Group use the straight-line method to depreciate and amortize the investment real estate, fixed assets
and intangible assets within the useful life after taking into the consideration of the residual value. By the
way, the amount of depreciation and amortization during the report period are determined. The useful life
is determined based on past experience and the predicted technical changes of similar assets. If there are
significant changes of previous estimations, the depreciation and amortization would be adjusted in the
future periods.
（7）Deferred tax asset
To the degree that there are sufficient taxable profit to make up the deductible losses, the Group will
recognize the deferred tax assets for the un-used deductible losses. It requires the management to apply
massive judgments to estimate the time and amount the taxable profits will generate in the future period
combining with the strategic of tax planning to determine the amount of deferred tax asset.
（8）Income tax
There are some uncertainties for some trades‘ ultimate tax treatment and calculation. Some items need the
determination from the tax authorities about whether they are deductible before tax or not. If the ultimate
tax determination are different with the originally estimated amount, the difference will influence the
current period income tax and the deferred income tax when the tax determination are finally made.
（9）Accrued liabilities
According to the terms of the contract, the existing knowledge and historical experience, the product
quality assurance, expected loss of contract, liquidated damages, such as the delay in the estimation and
preparation of the corresponding provision. In such contingencies has formed a present obligation, and
fulfill the obligations are likely to result in an outflow of economic benefits from the company, the
company or the best estimate there are items according to the performance of the current obligation
expenditure required confirmation of expected liabilities. The recognition and measurement of the
estimated liabilities are largely dependent on management's judgment. In the course of the judgment, the
company shall assess the risks, uncertainties, and the time value of the currency.
Ⅴ、 Principal Taxes Applied
Taxes and their rates
Category Taxable basis Tax rate
Rental income and water charges pay VAT on 5% and 3%
17%, 6%,
Value added tax (―VAT‖) rate respectively, Jewellery,automobile and parts sales,
5%, 3%
auto repair and electric charges pay VAT on 17% rate,
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Category Taxable basis Tax rate
property management fee pay VAT on 6% rate. Tax base
is difference between out put tax and deductible input tax.
Construction tax Turnover tax 7%
Extra charges of education
Turnover tax 3%
funds
Local Educational charge Turnover tax 2%
Income tax Income tax payable 25%
*The applied rate in the group is 25% exceptShenzhen Xinyongtong Dongxiao Automobile Inspection
Equipment Co., Ltd.
Ⅵ、 Notes to the Consolidated Financial Statements
Unless specified, the items of the Opening in the followings (including the notes to the Company
financial statements) refers to the date of January 1, 2018, the Closing refers to the December 31, 2018.
1、 Monetary assets
Items Closing balance Opening balance
Cash on hand 84,099.49 119,576.83
Cash in bank 169,428,161.20 161,673,641.73
Total 169,512,260.69 161,793,218.56
Up to December 31st, 2018, The company pays RMB 26,664,140.00 which is supervision fund to Luohu
District Urban Renewal Bureau of Shenzhen for upgrading and renovating the project of 03 plot of
Teli-Jimeng Gold Jewelry Industrial Park. The ownership of the supervision fund is limited.The opening
balance of the money which the ownership is limited worth RMB 20,000,000.00.
2、 Notes Receivable and Accounts Receivable
Items Closing balance Opening balance
Notes Receivable -- --
Accounts Receivable 86,104,660.51 44,215,236.68
Total 86,104,660.51 44,215,236.68
(1) Accounts receivable by categories
Closing balance
Items Book balance Bad debt provision Carrying
Amount (%) Amount (%) amount
Accounts receivable of which provision 109,050,086.5
80.13 23,367,891.24 21.43 85,682,195.31
for bad debts is of individually 5
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Closing balance
Items Book balance Bad debt provision Carrying
Amount (%) Amount (%) amount
significant
The aging analysis of the receivables
422,465.20 0.31 -- -- 422,465.20
that are grouped and impaired
Accounts receivable of which provision
for bad debts is of individually 19.56 26,623,447.77 100.00 --
26,623,447.77
insignificant
136,095,999.5
Total 100.00 49,991,339.01 36.73 86,104,660.51
2
（continued）
Opening balance
Items Book balance Bad debt provision Carrying
Amount (%) Amount (%) amount
Accounts receivable of which provision
for bad debts is of individually 65,959,038.60 70.59 22,936,980.76 34.77 43,022,057.84
significant
The aging analysis of the receivables
1,193,178.84 1.28 -- -- 1,193,178.84
that are grouped and impaired
Accounts receivable of which provision
for bad debts is of individually 26,282,070.64 28.13 26,282,070.64 100.00 --
insignificant
Total 93,434,288.08 100.00 49,219,051.40 52.68 44,215,236.68
① Accounts receivables which has a significant closing balance to prepare bad-debt
Closing balance
Accounts receivables Carrying Bad debt
Ratio % Reason
amount provision
Shenzhen Jinlu Trading Co.,Ltd. 9,846,607.00 9,846,607.00 100.00 Uncertainly withdraw
Guangdong Zhanjiang Sanxing The aging is too long to
4,060,329.44 4,060,329.44 100.00
Automobile Co.,Ltd collect
2,370,760.40 2,370,760.40 100.00 The aging is too long to
Changlong WANG
collect
Huizhou Jiandacheng Co.,Ltd. 2,021,657.70 2,021,657.70 100.00 It is hardly to collect
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Closing balance
Accounts receivables Carrying Bad d
