shenzhen tellus holding co, ltd the 1 quarterly report for 2009 by luckboy

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									ShenZhen Tellus Holding Co., Ltd.

The 1st Quarterly Report for 2009(Full Text)

ShenZhen Tellus Holding Co., Ltd. The 1st Quarterly Report for 2009 (Full Text)
§1. Important Notice
1.1 Board of Directors and the Supervisory Committee of ShenZhen Tellus Holding Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives 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. 1.2 The Financial Report For the 1st Quarterly of the Company has not been audited by CPAs. 1.3 Principal of the Company Zhang Ruili, Person in Charge of Accounting Works Cheng Peng, and Person in Charge of Accounting Organ (Accounting Supervisor) Fu Bin hereby confirm that the Financial Report enclosed in the 1st Quarterly Report is true and complete.

§2. Company Profile
2.1 Main Accounting Data and Financial Indexes: Unit: RMB
Total assets Equity attributable to owners of the parent company Share capital Net asset per share attributable to owners of the parent company At the end of the report At the end of the last year period 610,272,189.09 614,544,088.77 156,207,117.49 220,281,600.00 0.709 In the report period Total operating income Net profit attributable to owners of the parent company Net cash flow arising from operating activities Net cash flow arising from operating activities per share Basic earnings per share Diluted earnings per share Return on equity Return on equity after deducting the non-recurring losses and gains 94,679,334.58 -7,799,504.02 10,644,838.47 0.048 -0.0354 -0.0354 -4.99% -5.70% 163,709,500.27 220,281,600.00 0.743 The same period of last year 203,753,029.96 -3,491,240.49 14,043,818.51 0.064 -0.0158 -0.0158 -2.30% -2.14% Changes of increase/decrease (%) -0.70% -4.58% 0.00% -4.58% Changes of increase/decrease (%) -53.53% -123.40% -24.20% -25.00% -123.40% -123.40% -2.69% -3.56% Amount in year-begin to the end of report period 67,269.31 1,008,578.13 7,484.00 18,749.99 1,102,081.43

Items of non-recurring gains and losses Losses/gains from the disposal of non-current asset(Non-equity assets) Losses/gains from debt restructuring Net amount of non-operating income and expenditure Funds occupied capital received from non-financial enterprises reckoned into current losses/gains Total

Explanations on items of non-recurring gains and losses

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ShenZhen Tellus Holding Co., Ltd.

The 1st Quarterly Report for 2009(Full Text)

Naught 2.2 Total number of shareholders at the end of the report period and shares held by the top ten shareholders with unrestricted conditions Unit: Share
Total number of shareholders 18,440 at the end of report period Particulars about the shares held by the top ten tradable shareholders with unrestricted conditions Amount of tradable shares with Full Name of shareholder unrestricted conditions held at the Type of shares end of report period SHENZHEN SDG CO., LTD. 131,283,504 RMB ordinary shares BOCI SECURITIES LIMITED 902,292 Domestically listed foreign shares JIANG XIN YUAN 540,800 Domestically listed foreign shares THE FISRT SHANGHAI SECURITIES 454,200 Domestically listed foreign shares CO., LTD. ZHANG ZI BIN 444,839 RMB ordinary shares YE YING 440,000 RMB ordinary shares HE XIN 422,800 Domestically listed foreign shares SONG YING JIE 381,688 RMB ordinary shares YIN XIAO WEI 381,600 RMB ordinary shares LONG KE YI 363,538 RMB ordinary shares

§3. Significant events
3.1 Particulars about material changes in items of main accounting statement and financial index, and explanations of reasons √Applicable □Inapplicable
Item Operation income Operation cost Sales expense Financial expense Investment income Non-operating income Net profit Jan. to Mar., 2009 Jan. to Mar., 2008 94,679,334.58 79,515,375.80 4,903,947.49 2,410,624.86 -947,253.00 1,093,836.91 -7,799,504.02 203,753,029.96 182,435,459.99 10,697,481.84 3,634,645.45 2,603,781.34 44,703.16 -3,491,240.49 Increase or decrease amount -109,073,695.38 -102,920,084.19 -5,793,534.35 -1,224,020.59 -3,551,034.34 1,049,133.75 -4,308,263.53 Scope of increase or decrease (%) -53.53% -56.41% -54.16% -33.68% -136.38% 2346.89% -123.40%

Main reasons for great decline on net profit compared to that of the same period of last year: 1. Main reasons for decrease of income were: the Company did not take Shenzhen Biaoyuan Automobile Co., Ltd. into consolidation scope; furious competition in automobile market and auto sales declined. 2. Operation cost and sales expense correspondingly decreased due to the decrease of operation income. 3. Financial expense decreased mainly due to the decrease of borrowing principal. 4. Investment income decreased mainly due to that income from share-participation enterprises decreased measured by equity method. 5. Increase of non-operating income mainly came from income from debt restructuring.
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ShenZhen Tellus Holding Co., Ltd.

The 1st Quarterly Report for 2009(Full Text)

3.2 Analysis and explanation of significant events and their influence and solutions □Applicable √Inapplicable 3.3 Implementations of commitments by the Company, shareholders and actual controller √Applicable □Inapplicable
Content of commitments To effectively boost the core management team and business backbones for long, SDG would take out its shares, not exceeding 10% in total number after the Share Merger Reform, and apply them to the boost of the management team. The shares would be sold to the Company’s management team over 3 years, with the selling price being the net asset value per share audited during the period nearest to the implementation. Before the implementation of the promoting plan by share selling each year, the management team must prepay the Company a risk responsibility fund, i.e. 20% of the planned selling price; Should Commitments for Share the work of the performance examination set by the Board failed Merger Reform to be finished, the paid risk responsibility fund would not be refunded and shall be owned by the Company. Detailed rules concerning the limitations on the management team, such as the subscription conditions and risk responsibility fund, and boost plans would be set by the Board and submitted to relevant departments for approval. The implementation of the shares for promoting would be conducted strictly according to relevant laws and regulations, and the circulation conditions of these shares would be in conformity with relevant regulations set by the Shenzhen Stock Exchange. Within 36 months since the day the reform plan starts to take Commitments on share effect, SDG would not list at Shenzhen Stock Exchange and sell restriction for trading the ST Tellus it held (except for the shares used to promote the management team of Tellus). Commitments made in Acquisition Report or Naught Reports on Change in Interests Commitments made in Naught Material Assets Reorganization Commitments made in Naught issuing Other commitments Naught (including additional commitments) Commitments Implementation

Under the implementation

Have been implemented

Naught

Naught Naught Naught

3.4 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason □Applicable √Inapplicable 3.5 Other significant events which need explanations 3.5.1 Particulars about securities investment √Applicable □Inapplicable Unit: RMB
No. Securities Stock code Short form of Initial Amount Book value at Total Gains and

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ShenZhen Tellus Holding Co., Ltd. kinds the stock investment amount (RMB)

The 1st Quarterly Report for 2009(Full Text) held (Share) period-end (RMB) investment losses in report proportion period of securities (RMB) in period-end (%) 100.00% 0.00% 100% 297,121.24 0.00 0.00 297,121.24

China Merchants Bank Other stock investment held at the end of report period Gain/loss of the sold securities investment in the report period Total 1 Stock 600036

60,581.05 0.00 60,581.05

78,812.00 -

1,255,475.16 0.00 1,255,475.16

Explanations on securities investment Naught 3.5.2 Registration form for receiving research, communication and interview in the report period. In the report period, there were no receptions from the investors such as spot research, telephone communications and written enquiries. 3.5.3 Particulars about the explanations on other significant events □Applicable √Inapplicable

§4. Appendix
4.1 Balance sheet
Prepared byShenZhen Tellus Holding Co., Ltd. March 31, 2009 Balance at period-end Items Merger Parent Company Current assets: Monetary funds 40,290,112.55 627,766.71 Settlement provisions Capital lent Transaction finance asset Notes receivable Accounts receivable 13,779,337.03 Accounts paid in advance 21,273,408.34 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 25,771,840.83 36,282,835.65 Purchase restituted finance asset Inventories 29,539,698.39 Non-current asset due within one year Other current assets Total current assets 130,654,397.14 36,910,602.36 Non-current assets: Unit: RMB Balance at year-begin Merger Parent Company 39,674,670.71 585,403.42

12,965,748.61 7,569,033.13

17,496,636.48

28,129,856.31

51,262,965.42

128,969,054.35

28,715,259.73

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ShenZhen Tellus Holding Co., Ltd. Granted loans and advances Finance asset available for sales Held-to-maturity securities Long-term account receivable Long-term equity investment Investment property Fixed assets Construction in progress Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets Expense on Research and Development Goodwill Long-term expenses to be apportioned Deferred income tax asset Other non-current asset Total non-current asset Total assets Current liabilities: Short-term loans Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable Accounts payable Accounts received in advance Selling financial asset of repurchase Commission charge and commission payable Wage payable Taxes payable Interest payable Dividend payable Other accounts payable Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within 1 year Other current liabilities Total current liabilities Non-current liabilities: Long-term loans

The 1st Quarterly Report for 2009(Full Text)

1,255,475.16 121,300.00

1,255,475.16

958,353.92 1,051,300.00

958,353.92

138,344,534.26 122,774,662.45 187,519,044.82

356,035,641.13 70,003,876.20 21,666,344.94

139,218,587.26 124,071,906.35 190,592,017.58

356,957,694.13 70,745,180.16 21,929,555.35

232,693.36

232,693.36

244,023.34

244,023.34

1,145,277.08 28,224,804.82 479,617,791.95 610,272,189.09 126,867,608.12

14,655.61 12,076,726.82 461,285,413.22 498,196,015.58 65,111,598.12

1,214,041.15 28,224,804.82 485,575,034.42 614,544,088.77 133,511,834.70

18,037.72 12,076,726.82 462,929,571.44 491,644,831.17 79,711,329.70

34,283,440.37 3,137,684.36

1,554.00

1,194,477.04 31,910,199.64 5,147,850.02

1,554.00

7,184,584.92 9,942,863.76

1,216,360.18 1,566,633.07

9,576,937.52 6,676,027.32

1,381,270.28 1,580,143.33

142,152,550.12

227,855,143.25

130,578,197.83

203,603,126.36

323,568,731.65 12,800,000.00

295,751,288.62

318,595,524.07 14,600,000.00

286,277,423.67

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ShenZhen Tellus Holding Co., Ltd. Bonds payable Long-term account payable Special accounts payable Projected liabilities Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities Owner’s equity (or shareholders’ equity): Paid-in capital (or share capital) Capital public reserve Less: Inventory shares Surplus public reserve Provision of general risk Retained profit Balance difference of foreign currency translation Total owner’s equity attributable to parent company Minority interests Total owner’s equity Total liabilities and owner’s equity

The 1st Quarterly Report for 2009(Full Text)

4,209,595.37 87,568,728.57 2,583,414.85 107,161,738.79 430,730,470.44 87,568,728.57 179,554.57 87,748,283.14 383,499,571.76

4,209,595.37 87,568,728.57 2,583,414.85 108,961,738.79 427,557,262.86 87,568,728.57 179,554.57 87,748,283.14 374,025,706.81

220,281,600.00 7,459,803.05 2,952,586.32 -74,486,871.88

220,281,600.00 5,494,521.77 2,952,586.32 -114,032,264.27

220,281,600.00 7,162,681.81 2,952,586.32 -66,687,367.86

220,281,600.00 5,197,400.53 2,952,586.32 -110,812,462.49

156,207,117.49 23,334,601.16 179,541,718.65 610,272,189.09

114,696,443.82 114,696,443.82 498,196,015.58

163,709,500.27 23,277,325.64 186,986,825.91 614,544,088.77

117,619,124.36 117,619,124.36 491,644,831.17

4.2 Profit statement
Prepared byShenZhen Tellus Holding Co., Ltd. Jan.-Mar., 2009 Unit: RMB Amount in this period Amount in last period Items Merger Parent Company Merger Parent Company I. Total operating income 94,679,334.58 3,039,363.19 203,753,029.96 3,218,368.68 Including: Operating income 94,679,334.58 3,039,363.19 203,753,029.96 3,218,368.68 Interest income Insurance gained Commission charge and commission income II. Total operating cost 102,476,984.43 5,301,921.97 210,595,287.96 5,855,120.03 Including: Operating cost 79,515,375.80 956,854.20 182,435,459.99 993,599.56 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 865,690.58 158,046.89 881,936.33 167,355.17 Sales expenses 4,903,947.49 10,697,481.84 Administration expenses 14,781,345.70 3,049,575.38 12,945,764.35 3,084,929.24 Financial expenses 2,410,624.86 1,137,445.50 3,634,645.45 1,609,236.06 Losses of devaluation of

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ShenZhen Tellus Holding Co., Ltd. asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) Add: Non-operating income Less: Non-operating expense Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with “-”) Less: Income tax V. Net profit (Net loss is listed with “-”) Net profit attributable to owner’s equity of parent company Minority shareholders’ gains and losses VI. Earnings per share i. Basic earnings per share ii. Diluted earnings per share

The 1st Quarterly Report for 2009(Full Text)

-947,253.00

-947,253.00

2,603,781.34

2,523,750.00

-8,744,902.85 1,093,836.91 10,260.00

-3,209,811.78

-4,238,476.66 44,703.16

-113,001.35 -100,000.00 206,628.26

9,990.00

301,215.65

-7,661,325.94 80,902.56 -7,742,228.50 -7,799,504.02 57,275.52 -0.0354 -0.0354

-3,219,801.78

-4,494,989.15 177,551.69

-419,629.61

-3,219,801.78

-4,672,540.84 -3,491,240.49 -1,181,300.35 -0.0158 -0.0158

-419,629.61

4.3 Cash flow statement
Prepared byShenZhen Tellus Holding Co., Ltd. Jan.-Mar., 2009 Unit: RMB Amount in this period Amount in last period Items Merger Parent Company Merger Parent Company I. Cash flows arising from operating activities: Cash received from selling 102,385,184.18 262,540.40 283,315,347.87 186,540.40 commodities and providing labor services Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Insured savings and net increase of investment

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ShenZhen Tellus Holding Co., Ltd. Net increase of disposal of transaction financial asset Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax received Other cash received concerning operating activities Subtotal of cash inflow arising from operating activities Cash paid for purchasing commodities and receiving labor 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 Taxes paid Other cash paid concerning operating activities Subtotal of cash outflow arising from operating activities Net cash flows arising from operating activities II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income Net cash received from disposal of fixed, intangible and other long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing activities Cash paid for purchasing fixed, intangible and other long-term assets

The 1st Quarterly Report for 2009(Full Text)

24,014.06 37,702,015.23 140,111,213.47 73,352,172.34 18,311,204.46 18,573,744.86 142,925,920.00 426,241,267.87 226,831,236.86 13,116,586.53 13,303,126.93

18,361,195.22 4,197,862.87 33,555,144.57 129,466,375.00 10,644,838.47

2,400,121.27 465,583.41 797,389.77 3,663,094.45 14,910,650.41

20,999,193.09 4,229,531.75 160,137,487.66 412,197,449.36 14,043,818.51

2,482,094.39 545,308.20 1,742,583.22 4,769,985.81 8,533,141.12

231,435.45 2,360.00 360.00 115,612.40

9,900,000.00 78,798.67 2,360.00 208,998.00 360.00 10,325,846.52 144,068.90 7,060.00

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ShenZhen Tellus Holding Co., Ltd. Cash paid for investment Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing activities Net cash flows arising from investing activities III. Cash flows arising from financing activities Cash received from absorbing investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries Cash received from loans Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing activities Cash paid for settling debts Cash paid for dividend and profit distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities Subtotal of cash outflow from financing activities Net cash flows arising from financing activities IV. Influence on cash due to fluctuation in exchange rate V. Net increase of cash and cash equivalents Add: Balance of cash and cash equivalents at the period -begin VI. Balance of cash and cash equivalents at the period -end 48,000.00

The 1st Quarterly Report for 2009(Full Text) 229,470.00

52,840.00 256,998.00 -254,638.00 360.00 426,378.90 9,899,467.62 7,060.00 -7,060.00

17,200,000.00

15,000,000.00

52,456.52 17,252,456.52 25,772,206.30 1,065,495.13 14,600,000.00 268,690.40

10,389,837.82 25,389,837.82 35,913,941.75 2,211,087.85 8,300,000.00 404,988.81

190,460.00 27,028,161.43 -9,775,704.91 946.28 615,441.84 39,674,670.71 40,290,112.55 14,868,690.40 -14,868,690.40 43.28 42,363.29 585,403.42 627,766.71

15,517,654.70 53,642,684.30 -28,252,846.48 -14,821.87 -4,324,382.22 75,872,874.23 71,548,492.01 8,704,988.81 -8,704,988.81 -10,007.81 -188,915.50 774,989.67 586,074.17

4.4 Auditor’ report Auditor’s opinions: Un-audited Chairman of the Board: Zhang Ruili Board of Directors of ShenZhen Tellus Holding Co., Ltd. April 21, 2009

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