深圳市特力(集团)股份有限公司 2015 年年度报告全文
SHENZHEN TELLUS HOLDING CO., LTD
Annual Report 2015
April 2016
深圳市特力(集团)股份有限公司 2015 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.
Lv Hang, Principal of the Company, Yang Jianping, person in charger of
accounting works and Ke Wensheng, person in charge of accounting organ
(accounting principal) hereby confirm that the Financial Report of 2015 Annual
Report is authentic, accurate and complete.
All directors are attended the Board Meeting for report deliberation.
China Securities Journal, 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 Company has no plan of cash dividends carried out, bonus issued and
capitalizing of common reserves either.
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Contents
Section I Important Notice, Contents and Paraphrase ................................................................. 2
Section II Company Profile and Main Finnaical Indexes ............................................................. 9
Section III Summary of Company Business .................................................................................. 9
Section IV Discussion and Analysis by the Management Team ................................................. 11
Section V Important Events .......................................................................................................... 27
Section VI Changes in shares and particular about shareholders............................................... 36
Section VII Preferred Stock……………………………………………………………………….40
Section VIII Particulars about Directors, Supervisors,Senior Executives and Employees ...... 45
Section IX Corporate Governance ................................................................................................. 70
Section X Financial Report ............................................................................................................. 81
Section XI Documents available for reference .............................................................................. 81
深圳市特力(集团)股份有限公司 2015 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 2015
year
Auto Industry and Trade Co., Refers to Shenzhen Auto Industry and Trade Corporation
Zhongtian Company Refers to Shenzhen Zhongtian Industrial Co,. Ltd.
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Section II Company Profile and Main Finnaical 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
深特力
(in Chinese)
Foreign name of the Company
Shenzhen Tellus Holding Co.,Ltd
(if applicable)
Legal representative Lv Hang
Registrations add. 3/F, Tellus Building, Shui Bei Er Road, Luohu District, Shenzhen
Code for registrations add 518020
Offices add. 15/F, Zhonghe Building, Shennan Middle Road, Futian District, Shenzhen
Codes for office add.
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, Zhonghe Building, Shennan Middle 15/F, Zhonghe 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 Board of Directors of Shenzhen Tellus Holding Co., Ltd.
IV. Registration changes of the Company
深圳市特力(集团)股份有限公司 2015 年年度报告全文
Organization code 19219221-0
Before 26 May 1993, business scope of the Company: engaged in metal working
machinery, general equipment, general component, abrasive tools, abrasive materials,
instrument, micro motor, home appliances, electronic component, electronic device,
electronic computer and accessories, auto parts, rubber products and construction
materials. Self-operated products manufacture by the Company and owned enterprises
such as self-used production raw materials, metal working machinery and general
equipment; import & export of general component. Business scope of the Company
changed dated 26 May 1993 as: engaged in metal working machinery, general
equipment, general component, abrasive tools, abrasive materials, instrument, micro
motor, home appliances, electronic component, electronic device, electronic computer
and accessories, auto parts, rubber products, construction materials, metal materials,
chemical materials and products, plastic products, hardware tools, warehousing &
transportation and general equipment; self-operated products manufacture by the
Company and owned enterprises such as self-used production raw materials and metal
working machinery; import & export of general component; import and export
business complies with the approval certificate (Shen Mao Guan Shen Zheng Zi
No.098). Business scope of the Company changed dated 22 January 1997 as: develop
enterprises (specific projects needs application); warehousing & transportation,
processing on giving materials for machinery component and mechanic assembly.
Domestic business and supply & marketing industry of materials (excluding
Changes of main business since listing (if
monopolized commodity and commodity under special government control).
applicable)
Self-operated products manufacture by the Company and owned enterprises such as
self-used production raw materials and metal working machinery; import & export of
general component; import and export business complies with the approval certificate
(Shen Mao Guan Shen Zheng Zi No.098). Business scope of the Company changed
dated 3 December 2009 as: develop enterprises (specific projects needs application);
develop and operate the real estate business on the land with usage rights obtained
legally; domestic business and supply & marketing industry of materials (excluding
monopolized commodity and commodity under special government control); rental and
management for self-owned property. Self-operated products manufacture by the
Company and owned enterprises such as self-used production raw materials and metal
working machinery; import & export of general component; import and export
business complies with the approval certificate (Shen Mao Guan Shen Zheng Zi
No.098). On 2 July 2014, business scope changed as: investment industrial projects
(specific project shall be declared upon separately); domestic commerce, supply and
marketing of material (monopolized commodities, commodity under special
government control and licensed commodity excluded ;) self-owned property lease and
management. Self-running the home-grown products of the Company and owned
enterprise, personal productive material, metal working machinery, import and export
business of the parts common; import and export are handle in line with the
Accreditation Certificate of Foreign Trade: Shen Mao Guan Zheng Zi No. 098
1. On 31 March 1997, the 159,588,000 state shares held by Shenzhen Investment
Previous changes for controlling
Management Co., Ltd., the only non-circulation shareholder, were transfer to SDG;
深圳市特力(集团)股份有限公司 2015 年年度报告全文
shareholders (if applicable) 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%
of the total share capital of the Company. 3. On March 27, 2015, the company has
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.
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 Yuan Longping, Qin Changming
Sponsor engaged by the Company for performing continuous supervision duties in reporting period
√Applicable □Not applicable
Name of the sponsor Offices add. for the sponsor Name of sponsor representative Continuous supervision period
HUAXI Securities Co,. Ltd Yu Chenguang, Huang Bin Until 2016-12-31
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 for accounting policy changed and accounting
error correction or not
□ Yes √ No
2015 2014 Changes over last year
Operating income (RMB) 303,726,790.57 464,987,527.80 -34.68% 486,729,308.18
Net profit attributable to
shareholders of the listed 42,768,789.52 10,345,217.67 313.42% 7,185,944.01
company(RMB)
Net profit attributable to
shareholders of the listed company
28,588,480.42 8,775,007.16 225.79% -15,228,791.55
after deducting non-recurring gains
and losses(RMB)
Net cash flow arising from
80,682,627.33 6,214,706.85 1,198.25% -2,629,634.80
operating activities(RMB)
Basic earnings per share 0.1538 0.0470 227.23% 0.0326
深圳市特力(集团)股份有限公司 2015 年年度报告全文
(RMB/Share)
Diluted earnings per share
0.1538 0.0470 227.23% 0.0326
(RMB/Share)
Return on Equity 6.21% 5.53% 0.68% 4.02%
Changes over end of
End of 2015 End of 2014 End of 2013
last year
Total assets (RMB) 1,168,667,927.49 806,324,777.80 44.94% 702,180,174.03
Net assets attributable to
shareholder of listed company 868,169,052.32 191,880,262.80 352.45% 182,370,970.80
(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
First quarter Second quarter Third quarter Fourth quarter
Operating income 81,285,344.52 77,206,437.32 73,318,969.97 71,916,038.76
Net profit attributable to
788,018.17 6,862,337.85 11,044,774.84 24,073,658.66
shareholders of the listed company
Net profit attributable to
shareholders of the listed company
768,943.67 6,747,596.04 2,578,864.40 18,493,076.31
after deducting non-recurring gains
and losses
Net cash flow arising from
29,617,359.36 4,245,523.34 4,042,657.15 42,777,087.48
operating activities
Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial
深圳市特力(集团)股份有限公司 2015 年年度报告全文
index disclosed in the company’s quarterly report and semi-annual report
□Yes √ No
IX. Items and amounts of extraordinary profit (gains)/loss
√Applicable □ Not applicable
In RMB
Item 2015 2014 2013 Note
Gains/losses from the disposal of
non-current asset (including the write-off -34,345.09 148,486.49 32,501,637.93
that accrued for impairment of assets)
Governmental subsidy reckoned into current
gains/losses (not including the subsidy
enjoyed in quota or ration according to 371,850.00
national standards, which are closely
relevant to enterprise’s business)
Gains and losses of investment or
