特力Ｂ：2018年年度报告（英文版）.PDF

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1、深圳市特力(集团)股份有限公司 2018 年年度报告全文 1 SHENZHEN TELLUS HOLDING CO., LTD Annual Report 2018 April 2019 深圳市特力(集团)股份有限公司 2018 年年度报告全文 2 Section I. Important Notice, Contents and Paraphrase Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of Shenzhen Tellus Holding Co.

2、, 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 conten

3、ts. 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 Boa

4、rd Meeting for report deliberation. Securities Times, Hong Kong Commercial Daily and Juchao Website () 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 stat

5、ements 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 e

6、very 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. 深圳市特力(集团)股份有限公司 2018 年年度报告全文 3 Contents Section I. Important Noti

7、ce, 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 ab

8、out 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 深圳市特力(集团)股份有限公司 2018 年年度报告全文 4 Paraphrase Items Refers to Contents CSRC Refers t

9、o China Securities Regulatory Commission SZ Exchange Refers to Shenzhen Stock Exchange Shenzhen Branch of SD&C Refers to Shenzhen Branch of China Securities Depository & Clearing Corporation Limited Company, the Company, our Company, Tellus Group Refers to Shenzhen Tellus Holding Co., Ltd. Reporting

10、 period, this reporting period, this year Refers to Year of 2018 Auto Industry and Trade Co., Refers to Shenzhen Auto Industry and Trade Corporation Zhongtian Company Refers to Shenzhen Zhongtian Industrial Co,. Ltd. GAC Refers to Gems & Jewelry Trade Association of China Huari Company Refers to She

11、nzhen Huari Toyota Auto Sales Co., Ltd, Shenzhen SDG Huari Auto Enterprise Co., Ltd. Zungfu Tellus Refers to Shenzhen Zungfu Tellus Auto Service Co., Ltd Tellus Starlight Refers to Anhui Tellus Starlight Jewelry Investment Co., Ltd. Tellus Starlight Jinzun Refers to Anhui Tellus Starlight Jinzun Jew

12、elry Co., Ltd. Sichuan Channel Platform Company, Sichuan Jewelry Company Refers to Sichuan Tellus Jewelry Technology Co., Ltd. Xinglong Company Refers to Shenzhen Xinglong Machinery Mould Co., Ltd. Tellus Property Refers to Shenzhen SDG Tellus Property Management Co., Ltd. SDG Refers to Shenzhen Spe

13、cial 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. 深圳市特力(集团)股份有限公司 2018 年年度报告全文 5 Section II Company Profile and Main Financial Indexes I. C

14、ompany information Short form of the stock Tellus-A, Tellus-B Stock code 000025, 200025 Stock exchange for listing Shenzhen Stock Exchange Name of the Company (in Chinese) 深圳市特力(集团)股份有限公司 Short form of the Company (in Chinese) 特力 A Foreign name of the Company (if applicable) Shenzhen Tellus Holding

15、Co.,Ltd Legal representative Fu Chunlong Registrations add. 3/F, Tellus Building, Shui Bei Er Road, Luohu District, Shenzhen Code for registrations add 518020 Offices add. 15/F, CNNC Building, Shennan Middle Road, Futian District, Shenzhen Codes for office add. 518031 Companys Internet Web Site E-ma

16、il II. Person/Way to contact Secretary of the Board Rep. of security affairs Name Qi Peng Sun Bolun Contact add. 15/F, CNNC Building, Shennan Middle Road, Futian District, Shenzhen 15/F, CNNC Building, Shennan Middle Road, Futian District, Shenzhen Tel. （0755）83989378 （0755）83989339 Fax. （0755）83989

17、386 （0755）83989386 E-mail 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:/ Preparation place for annual report Secretariat of th

18、e BOD of Shenzhen Tellus Holding Co., Ltd. 深圳市特力(集团)股份有限公司 2018 年年度报告全文 6 IV. Registration changes of the Company Organization code 91440300192192210U Changes of main business since listing (if applicable) No changes during the period Previous changes for controlling shareholders (if applicable) 1.

19、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

20、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% of the total share capital of the Company. 3. On March 27, 2015, the Company has completed the non-public offering of A s

21、hares of 77,000,000, of which 6,000,000 shares are issued to the controlling shareholder - SDG, and SDG holds 51.09% of the Companys total shares after the issuance.4. In 2016, SDG reduced part of the companys unrestricted outstanding shares by means of centralized bidding, the accumulatively reduce

22、d shareholdings accounted for 2% of the companys total share capital. As of the end of the reporting period, SDG holds 49.09% of the Companys 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 P

23、ublic Accountants (LLP) Offices add. for CPA 3-9/F, West Tower, China Oversea Property Plaza,7# Building, 8# Yard, Yongdingmen West Binhe Rd., Dongcheng District, Beijing Signing Accountants Cai Xiaodong, Zhou Xuechun Sponsor engaged by the Company for performing continuous supervision duties in rep

24、orting 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 d

25、ata 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 深圳市特力(集团)股份有限公司 2018 年年度报告全文 7 shareholders of the listed Company(RMB) Net profit attributabl

26、e to shareholders of the listed Company after deducting non-recurring gains and losses(RMB) 83,286,083.84 54,431,067.47 53.01% 24,233,716.21 Net cash flow arising from operating activities(RMB) -6,574,979.97 -2,093,068.05 57,874,934.32 Basic earnings per share (RMB/Share) 0.2924 0.2249 30.01% 0.0915

27、 Diluted earnings per share (RMB/Share) 0.2924 0.2249 30.01% 0.0915 Weighted average ROE 8.63% 7.20% 1.43% 3.08% End of 2018 End of 2017 Changes over end of last year End of 2016 Total assets (RMB) 1,658,295,531.00 1,403,314,594.42 18.17% 1,189,001,074.98 Net assets attributable to shareholder of li

28、sted Company (RMB) 1,050,209,537.35 963,259,056.63 9.03% 895,362,614.95 VII. Difference of the accounting data under accounting rules in and out of China 1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International Accounting Standards) and Chinese GAAP

29、 (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. Differ

30、ence 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 for

31、eign 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 深圳市特力(集团)股份有限公司 2018 年年度报告全文 8 Net profit attributable to sha

32、reholders of the listed Company 16,101,533.51 10,818,746.35 8,920,175.03 51,083,603.83 Net profit attributable to shareholders of the listed Company after deducting non-recurring gains and losses 13,473,427.60 8,625,228.08 6,816,699.27 54,370,728.89 Net cash flow arising from operating activities -8

33、,305,634.44 -19,764,833.67 2,090,790.37 19,404,697.77 Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial index disclosed in the Companys quarterly report and semi-annual report Yes No IX. Items and amounts of non-recur

34、ring profit (gain)/loss Applicable Not applicable In RMB Item 2018 2017 2016 Note Gains/losses from the disposal of non-current asset (including the write-off that accrued for impairment of assets) -4,424,801.74 5,523,267.93 -51,690.07 Expenditure of the equity transfer from Xinglong Company; income

35、 of equity transfer from Xinyongtong Technology Company and Dongxiao Inspection Company Governmental subsidy reckoned into current gains/losses (not including the subsidy enjoyed in quota or ration according to national standards, which are closely relevant to enterprises business) 3,482.07 25,753.2

36、2 Fund possession cost reckoned into current gains/losses charged from non-financial business 76,041.64 76,041.64 Gains/losses from entrust investment or assets management 9,611,577.38 6,606,218.86 3,916,317.84 Gains/losses from contingency without routine business concerned -2,225,468.76 -1,192,618

37、.90 Restoring of receivable impairment provision that tested individually 15,000.00 深圳市特力(集团)股份有限公司 2018 年年度报告全文 9 Other non-operating income and expenditure except for the aforementioned items 485,180.13 690,397.76 -70,940.53 Less: Impact on income tax -161,206.61 59,964.10 -170,101.35 Impact on mi

38、nority shareholders equity (post-tax) 49,242.45 445,010.10 -188,676.73 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 Prof

39、it/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

40、 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深圳市特力(集团

41、)股份有限公司 2018 年年度报告全文 10 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 Companys main business includingautomobile sales; auto testing, maintenance, acces

42、sories 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

43、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 w

44、as 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 performanc

45、e 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 ser

46、vice 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 companys strategy. In the current year, Sichuan Jewellery Co., Ltd., the fir

47、st 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 industrys conditions, the supply chain settlement supporting service system has been officially operated, and the ERP system

48、of jewelry industry is in an initial trial run, the annual revenue of jewelry wholesale and retail was 151.22 million Yuan. II. Major changes in main assets 1. Major changes in main assets Major assets Note of major changes Equity assets Book value of long-term equity investment up to 31st December

49、2018 amounting to 224.6448 million Yuan, decreased 59.82 million Yuan over that of period beginning with 21.03% down, mainly because the 43% equity of Xinglong Company are trasnferred into the Company and the income accrual based on equity increased from investment for 深圳市特力(集团)股份有限公司 2018 年年度报告全文 1

50、1 enterprise with shares participated Fixed assets No major change Intangible assets No major change Construction in progress Book value of the construction in progress till end of 31st December 2018 amounting to 12.8436 million Yuan, a decrease of 365.3173 million Yuan over that of period-begin wit