特 力Ｂ：报告摘要（英文版） .ppt

,Fax,Shenzhen Tellus Holding Co.,Ltd.Stock Code:000025,200025,Summary of Annual Report 2011No.:2012-007,Short Form of Stock:Tellus A,Tellus BShenzhen Tellus Holding Co.,Ltd.Summary of Annual Report 20111.Important Notice1.1 Board of Directors,Supervisory Committee,all directors,supervisors and senior executives ofShenzhen Tellus Holding Co.,Ltd.(hereinafter referred to as the Company)hereby confirm thatthere are no any fictitious statements,misleading statements,or important omissions carried in thisreport,and shall take all responsibilities,individual and/or joint,for the reality,accuracy andcompletion of the whole contents.The summary of Annual Report 2011 is abstracted from the Annual Report;and full text of theAnnual Report is published on“Securities Times”and“Hong Kong Commercial Daily”in the meantime.The investors are suggested to read the full text of annual report to get more details.1.2 Other directors presented the Meeting for annual report deliberation except for the followdirectors:,Name of absentdirectorLiu HonglingShi Changyue,Title for absenteeIndependent directorDirector,Reasons for absentBusiness tripBusiness,Name ofentrusteeJi DejunZhang Junlin,1.3 China Audit International Certified Public Accountants LTD.issued unqualified AuditorsReport with explanatory paragraph for Financial Report 2011 of the Company.Relevant eventshave well-stated by the Board and Supervisory Committee,investors are suggested to be attentionon reading.1.4 Chairman of the Board of the Company Zhang Ruili,chief charger of accountants Fubin andcharger of accounts institution Ke Wensheng hereby confirm that the Financial Report enclosed inthe Annual Report is true and complete.2.Company Profile2.1 Basic information,Short form of the stockStock codeListed stock exchange,Tellus A,Tellus B000025,200025Shenzhen Stock Exchange,2.2 Contact person and method,Secretary of the Board ofDirectors,Authorized Representative inCharge of Securities Affairs,Name,Guo Dongri,Sun Bolun,15/F,Zhonghe Building,Shennan 15/F,Zhonghe Building,Shennan,Contact address,Middle Road,Futian District,Middle Road,Futian District,Shenzhen,Shenzhen,TelephoneE-mail,(0755)83989328(0755),(0755)83989339(0755),3.Summary of Accounting Data and Financial Indexes3.1 Major accounting dataIn RMBIncrease/decrease in this year,2011,2010,compared with that of last,2009,year(%)1,Shenzhen Tellus Holding Co.,Ltd.,Summary of Annual Report 2011,Total operation income(RMB),403,282,098.80 386,348,379.27,4.38%,432,676,350.20,Operation profit(RMB)Total profit(RMB),-6,828,638.976,604,579.34,2,791,429.033,276,342.15,-344.63%101.58%,-2,002,331.048,643,117.76,Net profit attributable to,shareholder of listed company,2,157,675.12,3,584,445.78,-39.80%,6,305,956.65,(RMB)Net profit attributable to,shareholder of listed companyafter deducting non-recurring,-6,198,115.02,3,281,963.57,-5,585,314.28,gains/losses(RMB),Net cash flow arising fromoperating activities(RMB),-14,738,664.02,7,143,993.37,-306.31%,26,475,163.85,Year-end of2011,Year-end of2010,Increase/decrease in end ofthis year compared with end Year-end of 2009of last year(%),Total assets(RMB)Total liability(RMB),570,693,268.15 599,555,953.28369,311,616.13 399,758,119.62,-4.81%-7.62%,611,487,117.65416,407,732.81,Owners equity attributable to,shareholders of listed company 177,365,899.51 175,274,602.44(RMB),1.19%,170,894,015.12,Total share capital(Share),220,281,600.00 220,281,600.00,0.00%,220,281,600.00,3.2 Major financial indexesIn RMBIncrease/decrease this,2011,2010,year compared with,2009,that last year(%),Basic earnings pershare(RMB/Share)Diluted earnings pershare(RMB/Share),0.00980.0098,0.01630.0163,-39.88%-39.88%,0.02860.0286,Basic earnings per share,after deductingnon-recurring,-0.028,0.0149,-287.92%,-0.0254,gains/losses(RMB/Share),Weighted average returnon equity(%),1.22%,2.07%,-0.85%,3.78%,ROE fully diluted after,deducting non-recurring,-3.52%,1.09%,-4.61%,-3.35%,gains/losses(%)Net cash flow arising,from operating activities,-0.07,0.03,-333.33%,0.12,per share(RMB/Share)Increase/decrease in,Year-end of 2011,Year-end of 2010,end of this yearcompared with end of,Year-end of 2009,last year(%)Net asset per share,attributable to shareholders oflisted,0.81,0.796,1.76%,0.776,company(RMB/Share),Assets liability ratio(%),64.71%,66.68%,-1.97%,68.10%,3.3 Items of non-recurring gains and losses,Applicable,Inapplicable,2,-,0,0,0,0,0,0,0,0,0,0,0,0,0,0,0,0,0,Shenzhen Tellus Holding Co.,Ltd.,Summary of Annual Report 2011In RMB,Items of non-recurring gains and lossesGains/losses from the disposal of non-currentassetImpact on income taxImpact on minority equityOther non-operational income andexpenditure except the abovementioned itemsGains/losses from debt restructuring,2011-2,474,496.72-2,637,516.453,654.7113,464,148.600.00,Notes(If applicable),2010233,137.69-106,680.89-75,750.02251,775.430.00,20095,004,368.30-2,969,873.6611,776.35207,179.689,637,820.26,Total,8,355,790.14,302,482.21 11,891,270.93,4.Particular about Shareholding and controlling diagram4.1 Particulars about shares held by the top ten shareholders and the top ten shareholderswith unrestricted conditionsIn Share,Total shareholders atyear-end of 2011,17,217,Total shareholders at onemonth-earlier of the date forannual report disclosed,16,928,Particulars about shares held by the top ten shareholders,Names of shareholders,Nature of Proportion of Amount of Amount of restricted Shares pledged orshareholder share held(%)share held shares held frozen,SHENZHEN SDG CO.,State-ownedLTD.legal person,66.22%145,870,560,14,587,056,Zeng QinguiBu HaowenZeng WeimeiChina MerchantsBankSouth StrategySelected Stock InvestmentFundLing FengyuanFISRT SHANGHAISECURITIES LTD.Zhang XiaomingLian Xiuzhen,Domesticnature personDomesticnature personDomesticnature personDomestic nonsated-ownedlegal personDomesticnature personForeign legalpersonDomesticnature personDomesticnature person,0.56%0.48%0.45%0.36%0.23%0.21%0.20%0.20%,1,230,3641,061,253993,387793,871512,858464,678441,660440,900,Domestic non,CICC,state-owned,0.20%,430,489,0,0,legal personParticulars about shares held by the top ten shareholders of unrestricted share,Name of shareholders,Numbers of unrestricted shares held,Type of share,SHENZHEN SDG CO.,LTD.Zeng QinguiBu HaowenZeng WeimeiChina Merchants BankSouth StrategySelected Stock Investment FundLing Fengyuan,131,283,504 RMB ordinary shares1,230,364 RMB ordinary shares1,061,253 Domestically listed foreign shares993,387 RMB ordinary shares793,871 RMB ordinary shares512,858 Domestically listed foreign shares3,ten,Shenzhen Tellus Holding Co.,Ltd.FISRT SHANGHAI SECURITIES LTD.Zhang XiaomingLian XiuzhenCICC,Summary of Annual Report 2011464,678 Domestically listed foreign shares441,660 RMB ordinary shares440,900 RMB ordinary shares430,489 RMB ordinary shares,Among the top ten shareholders,there exists no associated relationship between theExplanation on associated state-owned legal persons shareholders Shenzhen SDG Co.,Ltd and otherrelationship among the top shareholders,and they do not belong to the consistent actionist regulated by the,shareholdersconsistent action,or Management Measure of Information Disclosure on Change of Shareholding for ListedCompanies.For the other shareholders of circulation share,the Company is unknown,whether they belong to the consistent actionist.4.2 Property right and controlling relationships between the actual controllers of theCompany and the Company is as follows:Shenzhen Municipal Peoples Government State-owned Assets Supervision and Administration Commission43.30%Shenzhen SDG Co.,Ltd.66.22%Shenzhen Tellus Holding Co.,Ltd.5.Report of the Board of Directors5.1 Discussion and analysis by the management teamOperating review of the Company in the report period1.In year of 2011,under the leadership of Board of Directors,the leaders of the Company led all thestaffs,continuously took over working principle of stable operation,closely revolved around workingtargets,centralized on two major items of development of accented terms and corporate dailyoperation,effectively overcame enormous impact on corporate development arising from unquieteconomy and various objective factors.Accented terms obtained breakthrough growth,and theoperation and production kept stable and developing tendency.We accomplished the whole-yearoperational targets and tasks.In reporting period,the Company realized operating income RMB 403.28 million,up 4.381%overthe same period of last year;total profit RMB 6.6 million,up 101.59%over the same period of lastyear;net profit attributable to owners of parent company RMB 2.16 million,a 39.8%down over thesame period of last year.Downing of profit mainly because in this period,the temporary difference ofincome tax,which was un-recognized in future,has been adjusted that resulted in an increase ofincome tax expenses.2.Main problems and difficulties existed in the CompanyThough the Company got promotion and improvement in operation over past recent years and assetsquality constantly ascended,there still existed many difficulties and deficiencies which were mainlymanifested in:(1)The present biggest impact for development of Tellus is from petrifaction guarantee case.Thoughwe temporarily avoided term payment for enormous case-involving principles,interests and defaultinterest owing to our constant hard effort,the reconciliation became harder because thecase-involving amount was huge and Tellus is a listed company.(2)Lower marketing share and profitability.Marketing share of main business was a little low and4,Shenzhen Tellus Holding Co.,Ltd.,Summary of Annual Report 2011,the scale was not big enough.And the weak profitability of current business was not changed whilethe new profit growth point was still not formed.Though“Specific Planning”of development andreformation for Shui Bei Jewelry Industrial Park gains an approval,project counters certaindifficulties for not having stable long-term capital of low cost by the Group.At the same time,thegroup was deficient in management experience of capital construction.The aspects such as itemplanning,implementation and supervision etc.need to be improved.(3)Present mechanism of the Company was still far away from being totally market-oriented.Talentsappraisal mechanism along with payments distribution and incentive mechanism were stillcorrespondingly lagging behind.(4)Enormous capital investment was needed in developing new items as well as dealing with historicleft problems thus financing pressure was a little hard.5.2 Statement of main operations classified according to industries or productsIn ten thousand yuanMain operations classified according to industries,Classified according toindustries,Incomefromoperations,Cost ofoperations,Gross profitratio(%),Increase/decrease in incomefromoperationsover the lastyear(%),Increase/decre Increase/decreaase in cost of se in grossoperations profit ratioover the last over the lastyear(%)year(%),Sales of automobile,25,652.08,24,761.07,3.47%,8.20%,8.84%,-0.57%,Automobile inspection,and maintenance and,4,544.56,3,757.94,17.31%,-20.97%,-13.97%,-6.73%,sales of accessories,Property leasing andservice,9,373.54,4,856.18,48.19%,7.86%,1.68%,3.14%,Main operations classified according to products,Classified accordingto products,Income fromoperations,Cost ofoperations,Gross profitratio(%),Increase/decrease in incomefromoperationsover the lastyear(%),Increase/decre Increase/decreaase in cost of se in grossoperations profit ratioover the last over the lastyear(%)year(%),Automobile trade,25,652.08,24,761.07,3.47%,8.20%,8.84%,-0.57%,Automobile,inspection and,4,544.56,3,757.94,17.31%,-20.97%,-13.97%,-6.73%,maintenance,Leasing serviceindustry,9,373.54,4,856.18,48.19%,7.86%,1.68%,3.14%,5.3 Reasons for major changes on profit constitution,main business and structures as well asprofitability for main business compare with year-earlier period,Applicable,Inapplicable,6.Financial Report6.1 Explanation on changes on accounting policies,accounting estimation and calculationcompare with latest annual report,Applicable,Inapplicable,6.2 Content of fundamental accounting errors,amount changed as well as their reasons andinfluence,Applicable,Inapplicable,6.3 Explanation on changes of consolidation range compare with latest annual report,Applicable,Inapplicable,Guangxi Tellus Auto Service Co.,Ltd.,a joint venture company established by subsidiary of the5,Shenzhen Tellus Holding Co.,Ltd.,Summary of Annual Report 2011,Company Automobile Industry&Trade Company,was newly increase in consolidation range foryear of 2011 with 60%equity held.6.4 Explanation on“Qualified Opinion”from the Certified Public Accountants in the reportperiod by the Board of Directors and Supervisory Committee,Applicable,Inapplicable,Specific Explanation of Unqualified Auditors Report with Explanatory Paragraph for ShenzhenTellus Holding Co.,Ltd by the BoardAuditing institution of the Company-China Audit International Certified Public Accountants LTD.carried out an unqualified Auditors Report with explanatory paragraph for Annual Report 2011 ofthe Company(CAISZi2012 No.:01020072)with explanatory paragraph as:”we reminding usersof financial statements to noted that as mentioned in 1(3)of Note VII in financial statement,till endof approval date of this financial statement,the reconciliation executive agreement with jointlyliquidation responsibility concerned for loans of Petrochemical Company from ShenzhenAgriculture Bank of China,undertake by Tellus Group has not been signed,and presentsuncertainty of its payment amount and payment time.The content shows no influence on theauditing opinions issued earlier.”Board of the Company will continuous to take varies proactive measures for the above said eventwith purpose of reaching reconciliation agreement,minimized losses of the Company for problemsolved.Hereby explain.Board of Director ofShenzhen Tellus Holding Co.,Ltd14 April 2012Specific Explanation of Unqualified Auditors Report with Explanatory Paragraph for ShenzhenTellus Holding Co.,Ltd by Supervisory CommitteeAuditing institution of the Company-China Audit International Certified Public Accountants LTD.carried out an unqualified Auditors Report with explanatory paragraph for Annual Report 2011 ofthe Company(CAISZi2012 No.:01020072)with explanatory paragraph as:”we reminding usersof financial statements to noted that as mentioned in 1(3)of Note VII in financial statement,till endof approval date of this financial statement,the reconciliation executive agreement with jointlyliquidation responsibility concerned for loans of Petrochemical Company from ShenzhenAgriculture Bank of China,undertake by Tellus Group has not been signed,and presentsuncertainty of its payment amount and payment time.The content shows no influence on theauditing opinions issued earlier.”Supervisory committee takes opinions that,measures proposed by the Board are correspond toactual condition of the enterprise,we hope the Board will implement relevant measures withexpected effects obtai