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1、,Shenzhen Tellus Holding Co.,Ltd.,First Quarterly Report 2012(Full-Text),Shenzhen Tellus Holding Co.,Ltd.The First Quarterly Report 2012(Full Text)1.Important Notes1.1 Board of Directors and the Supervisory Committee of Shenzhen Tellus Holding Co.,Ltd.(hereinafter referred to as the Company)and its
2、directors,supervisors and senior executives herebyconfirm that there are no any fictitious statements,misleading statements,or important omissionscarried in this report,and shall take all responsibilities,individual and/or joint,for the reality,accuracy and completion of the whole contents.1.2 The F
3、irst Quarterly Financial Report of 2012 has not been audited by CPAs.1.3 Zhang Ruili,Principal of the Company;Fu Bin,Person in Charge of Accounting Works;KeWensheng,Person in Charge of Accounting Organ(Accounting Supervisor)hereby confirm that theFinancial Report of the First Quarterly Report is tru
4、e and complete.2.Company Profile2.1 Main accounting highlights and financial indexesUnit:RMB,At the end of thereport period,At the period-end ofthe last year,Changes ofincrease/decrease(%),Total assets(RMB),583,848,155.14,570,693,268.15,2.31%,Owners equity attributable to,shareholders of the listed
5、company,175,154,239.74,177,365,899.51,-1.25%,(RMB),Total share capital(Share),220,281,600.00,220,281,600.00,0.00%,Net asset per share attributable to,shareholders of listed company,0.7951,0.8052,-1.25%,(RMB/Share),In the report period,The same period oflast year,Changes ofincrease/decrease(%),Total
6、operating income(RMB),95,887,355.30,97,328,500.70,-1.48%,Net,profit,attributable,to,shareholders of the listed company,-2,215,133.02,362,129.57,-711.70%,(RMB),Net cash flow arising from operatingactivities(RMB)Net cash flow arising from operatingactivities per share(RMB/Share),-15,234,783.72-0.0692,
7、-5,889,244.87-0.0267,Basic earnings(RMB/Share)Diluted earnings(RMB/Share),perper,shareshare,-0.0101-0.0101,0.00160.0016,-731.25%-731.25%,Weighted average return on equity(%),-1.26%,0.21%,-1.47%,Weighted average return on equity,after deducting non-recurring gains,-1.26%,0.21%,-1.47%,and losses(%)1,-
8、,Shenzhen Tellus Holding Co.,Ltd.,First Quarterly Report 2012(Full-Text),Items of non-recurring gains and losses Applicable InapplicableUnit:RMB,Items of non-recurring gains and lossesOther non-operating income and expenditure exceptfor the aforementioned itemsTotal,Amount from year-beginto period-e
9、nd1,652.071,652.07,Remarks(Ifapplicable),2.2 Total number of shareholders at the end of the report period and shares held by the topten shareholders with unrestricted conditionsUnit:Share,Total number of shareholdersat the end of report period,16,890,Particulars about the shares held by the top ten
10、tradable shareholders with unrestricted conditionsAmount of tradable shares with,Full name of shareholder,unrestricted conditions held atthe end of report period,Type of shares,SHENZHEN SDG CO.,LTD.ZENG QING GUILIAN XIU ZHEN,131,283,504 RMB ordinary shares1,580,083 RMB ordinary shares1,236,974 RMB o
11、rdinary shares,BO HAO WEN,1,060,553,Domestically listed foreignshares,ZENG WEI MEI,999,387 RMB ordinary shares,LING FENG YUANTHE FISRT SHANGHAISECURITIES CO.,LTD.,512,858464,678,Domestically listed foreignsharesDomestically listed foreignshares,ZHANG XIAO MINGCICCKAN HUI,449,160 RMB ordinary shares3
12、92,773 RMB ordinary shares361,726 RMB ordinary shares,3.Significant Events3.1 Particulars about material changes in items of main accounting statement and financialindex,and explanations of reasons,Applicable,Inapplicable,1.Balance of other account receivable at period-end was 31.9657 million yuan,i
13、ncreased 20.9223million yuan over that of year-begin 11.0434 million yuan with 189.4%up;main changes due to theincrease of connect amount.2.Balance of inventory at period-end was 39.6571 million yuan,increased 9.4388 million yuan overthat of year-begin 30.2183 million yuan with 31.2%up;mainly due to
14、 the stock of Huari Toyotaincreased.3.Balance of long-term borrowings was 0 while year-begin was 4.68 million yuan;mainly becauselong-term borrowings will due within one year at year-begin,and adjusted into non-current liabilitydue within one year.4.Investment income was-0.6 million yuan at this per
15、iod,decrease 2.81 million yuan y-o-y.Mainlybecause profitability declined in stock jointly enterprises.5.Non-operation income at first quarterly of the Group was 23,000 yuan(including income fromdisposal of non-current assets 10,000 yuan and others 13,000 yuan);increase 15,000 yuan over sameperiod o
16、f last year 8,000 yuan(refers to other 8,000 yuan).Non-operation expenditure was 21,000yuan(refers to losses from disposal of non-current assets),increased 11,000 yuan over same period2,Shenzhen Tellus Holding Co.,Ltd.,First Quarterly Report 2012(Full-Text),of last year 10,000 yuan(refers to penalty
17、 10,000 yuan).6.Income tax of first quarterly of the Group was 140,000 yuan,increased 67,000 yuan y-o-y;mainlybecause accrual income tax by tax rate.7.Net cash flow arising from operation activities was-15.2348 million yuan at this period,decreased9.3455 million yuan over same period of last year-5.
18、8892 million yuan.Mainly because cashreceived from vehicle sales decreased by Huari Toyota while cash paid for vehicle purchaseincreased.8.Net cash flow arising from investment activities was 3.2236 million yuan at this period,sharplyincreased over same period of last year-0.2584 million yuan.Mainly
19、 because bonus 3.5 million yuanwas received from Zung Fu Tellus Company in this period while no such amount occurred at sameperiod of last year.9.Net cash flow arising from financing activities was 1.2247 million yuan at this period,sharplyincreased over same period of last year-5.6661 million yuan.
20、Mainly because more bank loansincreased by Huari Toyota Company.3.2 Analysis and explanation of significant events and their influence and solutions3.2.1 Particular about Qualified Opinion,Applicable,Inapplicable,China Audit International CPA LTD audited the Annual Report 2011 of the Company and iss
21、ued theunqualified auditors report with paragraph of emphasized matters(CAI Shen Zi2012 No.01020072)for the Company.Emphasized matters are:”Attention for user of financial statement,as stated in 1(3)of Note VII,till end of approval date for this financial statement,the agreement ofconciliation of en
22、forcement was unsigned between Tellus Holdings and Shenzhen Branch ofAgriculture Bank of China concerned the jointly liability payment for loans of PetrochemicalCompany undertake by Tellus Holdings,and shows uncertainty for the payment amount and paymentdeadline.The content has no influence on the a
23、udit opinions issued”Therefore,the Board will continuous to take vary proactive measures to achieving a consolidationagreement,minimized losses of the Company and solved the problem.3.2.2 Particular about fund offered to shareholder or its related parties by the Company andexternal guarantee with pr
24、ocedure violation,Applicable,Inapplicable,3.2.3 Particular about the significant contract of routine operation signed and implemented,Applicable3.2.4 OtherApplicable,InapplicableInapplicable,Implementation of internal control:According to the“Basic Standards of Internal Control forEnterprises”jointl
25、y issued by five ministries of Ministry of Finance and supporting guideline as wellas arrangement requirement from Shenzhen Security Regulatory Bureau,the Company establishinternal control mechanism since early April of 2011.After latest one year establishment for internalcontrol mechanism,relevant
26、works of internal control has completed preliminary by the Company,which including knowledge training,business interview,process organization,defects analysis andreformation,establishment of risk data base,authorization guideline and amendment of managementsystem.Currently,the“Management Manuel of I
27、nternal Control for Shenzhen Tellus Holding Co.,Ltd.”and“Internal Control Manuel of Key Business Process for Shenzhen Tellus Holding Co.,Ltd.”(Trial version)have been formulated and released.According to process of working,internalcontrol manual has carry out for practice and will exercise self-asse
28、ssment of internal control withfinancial report before late June of 2012,furthermore,the self-assessment report of internal controlwill disclose along with the semi-annual report of 2012.3.3 Implementations of commitments by the Company,shareholders and actual controllerCommitments make within the r
29、eport period or persisted to the period by listed company and its3,Shenzhen Tellus Holding Co.,Ltd.,First Quarterly Report 2012(Full-Text),director,supervisor and senior executives,shareholder with over 5 percent shares held and its actualcontroller,Applicable,Inapplicable,Item ofCommitments,Promise
30、e,Content of commitments,Implementation,During the share merger reform of the Company,commitmentsmade by non-tradable shareholderSDG as:1.Commitment s on lock-up period(1)In accordance with the Management Method on ShareMerger Reform of Listed Company,SDG will perform thestatutory commitment duty co
31、mplied with relevant laws andregulations.(2)Except the abovementioned statutory commitments,specialcommitments are made by SDG as:Selling no shares of Tellus(shares of equity incentive for management excluded)onShenzhen Stock Exchange within 36 months since the date ofimplementation of reform plan.(
32、3)The management will perform the statutory commitmentduty complied with relevant laws and regulations.(4)Commitments from SDG:”Concerning the losses sufferedby other shareholders resulted from no implementation orincompleteness commitment by the promiser,the promiser willpay the losses.”(5)Statemen
33、t from SDG as:”the promiser will implement the,Commitments forShare Merger Reform,commitment faithfully and bear relevant law obligations.TheShenzhen promiser will transfer no shares held unless the transferee hasSDG Co.,the ability to bear the obligations and gains the consent fromLtd.transferee.”2
34、.Special commitment for incentive planNo more than 10 percent of the total shares that held by SDGafter share merger reform were used for equity incentive inmanagement for the purpose of long-term incentive on coremanagers and core business personnel.Selling the shares tomanagement in three years wi
35、th the price of the net assets pershare in latest auditing conducted.Before the incentive plan,themanagement should pay the risk liability fund to the Companyin advance with the 20 percent of the predicted sales price everyyear.The risk liability fund should not be return if themanagement finished n
36、o performance assignment that regulatedby the Board and the Company shares the fund.Restriction andincentive plan of the acquisition condition and risk liability fundwere regulated by the Board and submitted for approval inrelevant department.The implementation of the equity incentiveplan should com
37、ply with relevant regulations and laws.Thetrading condition should comply with the relevant regulations ofthe Shenzhen Stock Exchange.3.Relevant expenses for the share merger reform should paid bySDG.,Undertheimplementation,Commitments madein Acquisition Report,N/A,N/A,N/A,4,Items,in,Shenzhen Tellus
38、 Holding Co.,Ltd.or Reports on Changein InterestsCommitments made,First Quarterly Report 2012(Full-Text),in Material Assets,N/A,N/A,N/A,Reorganization,Commitments madein issuing,N/A,N/A,N/A,Other commitments,(including additional,N/A,N/A,N/A,commitments)3.4 Estimation of accumulative net profit from
39、 the beginning of the year to the end of nextreport period to be loss probably or the warning of its material change compared with thecorresponding period of the last year and explanation of reason,Applicable,Inapplicable,3.5 Other significant events which need explanations3.5.1 Particulars about se
40、curities investment,Applicable,Inapplicable,3.5.2 Registration form for receiving research,communication and interview in the reportperiodIn the report period,there were no receptions from the investors such as spot research,telephonecommunications and written enquiries.3.6 Particulars about derivat
41、ives investment,Applicable,Inapplicable,3.6.1 Particulars about derivatives investment held at the end of report period,Applicable4.Appendix4.1 Balance sheet,Inapplicable,Prepared by Shenzhen Tellus Holding Co.,Ltd.,March 31,2012,Unit:RMB,Current assets:,Balance at period-endConsolidation Parent Com
42、pany,Balance at year-beginConsolidation Parent Company,Monetary funds,45,140,079.51,82,658.97,55,926,573.46,64,442.86,Settlement provisionsCapital lent,asset,TransactionNotes receivable,finance,Accounts receivable,6,741,642.96,6,926,224.94,Accountsadvance,paid,14,362,078.50,12,953,848.48,Insurance r
43、eceivableReinsurance receivablesContract reserve ofreinsurance receivableInterest receivableDividend receivable,Other receivables,31,965,690.98,20,649,887.35,11,043,423.52,19,567,834.67,Purchase,restituted,finance asset5,Shenzhen Tellus Holding Co.,Ltd.,First Quarterly Report 2012(Full-Text),Invento
44、riesNon-current asset duewithin one yearOther current assets,39,657,144.65,30,218,346.71,Total current assets,137,866,636.60,20,732,546.32,117,068,417.11,19,632,277.53,Non-current assets:,Grantedadvances,loans,and,Finance asset availablefor salesHeld-to-maturityinvestment,1,377,722.50121,300.00,1,37
45、7,722.50,1,374,249.25121,300.00,1,374,249.25,Long-termreceivableLong-terminvestment,accountequity,2,338,445.69139,435,542.30,2,338,445.69376,115,905.32,2,341,645.69143,657,138.71,2,341,645.69380,032,015.02,Investment propertyFixed assetsConstruction in progress,107,111,464.66162,130,342.232,920,437.
46、15,61,108,228.6819,219,631.00179,432.28,108,421,268.41164,608,682.412,461,073.03,61,849,532.6419,484,310.81164,326.32,Engineering materialDisposal of fixed asset,Productive,biological,assetOil and gas asset,Intangible assets,149,713.56,113,046.84,164,088.54,124,921.83,Expense on Researchand Developm
47、entGoodwill,Long-term expenses to beapportioned,768,028.97,26,732.51,846,883.52,52,590.22,asset,Deferred income tax,29,628,521.48,14,094,084.22,29,628,521.48,14,094,084.22,Other non-current asset,Total non-current assetTotal assets,445,981,518.54583,848,155.14,474,573,229.04495,305,775.36,453,624,85
48、1.04570,693,268.15,479,517,676.00499,149,953.53,Current liabilities:,Short-term loans,47,929,815.00,14,544,160.00,42,792,388.00,14,544,160.00,Loan from central bankAbsorbing deposit andinterbank depositCapital borrowed,TransactionliabilitiesNotes payable,financial,Accounts payableAccounts received i
49、nadvance,22,622,066.793,580,552.84,22,950,543.712,070,889.22,Selling financial asset ofrepurchase6,to,Shenzhen Tellus Holding Co.,Ltd.Commission charge andcommission payable,First Quarterly Report 2012(Full-Text),Wage payableTaxes payable,11,518,926.426,071,966.33,3,005,539.57275,228.33,13,285,537.3
50、97,627,833.60,3,056,874.78281,051.07,Interest payableDividend payable,Other accounts payable,109,670,617.01,221,506,058.73,94,803,075.42,221,249,246.62,Reinsurance payables,Insurance,contract,reserveSecurity trading ofagencySecurity sales of agency,Non-current liabilitiesdue within 1 year,90,540,000
