深圳市特尔佳科技股份有限公司 2016 年第三季度报告正文 证券代码：002213 证券简称：特 尔 佳 公告编号：2016-052 深圳市特尔佳科技股份有限公司 2016 年第三季度报告正文 1 深圳市特尔佳科技股份有限公司 2016 年第三季度报告正文 第一节 重要提示 公司董事会、监事会及董事、监事、高级管理人员保证季度报告内容的真 实、准确、完整，不存在虚假记载、误导性陈述或者重大遗漏，并承担个别和 连带的法律责任。 一、主要会计数据和财务指标 公司是否因会计政策变更及会计差错更正等追溯调整或重述以前年度会计数据 □ 是 √ 否 | | 本报告期末 | 上年度末 | | 本报告期末比上年度末增减 | | --- | --- | --- | --- | --- | | 总资产（元） | 429,936,113.65 | | 440,315,739.27 | -2.36% | | 归属于上市公司股东的净资产 | 361,765,968.58 | | 349,944,358.43 | 3.38% | | （元） | | | | | | | 本报告期 | 本报告期比上年同期 | 年初至报告期末 | 年初至报告 ...

Financial Performance - The company reported a revenue of ¥68,670,084.05, a decrease of 24.13% compared to the same period last year[19]. - Net profit attributable to shareholders increased by 17.07% to ¥7,829,358.20, compared to ¥6,687,743.80 in the previous year[19]. - The net cash flow from operating activities improved significantly to ¥14,529,293.78, a 955.25% increase from a negative cash flow of ¥1,698,841.76 in the previous year[19]. - Basic earnings per share rose by 33.33% to ¥0.04, up from ¥0.03 in the same period last year[19]. - Total operating revenue for the first half of 2016 was CNY 68,670,084.05, a decrease of 24.2% compared to CNY 90,508,127.06 in the same period of 2015[123]. - The net profit for the first half of 2016 was CNY 7,829,358.20, an increase of 17.0% compared to CNY 6,687,743.80 in the previous year[123]. - The total profit for the current period is CNY 8,613,684.19, compared to CNY 9,372,264.31 in the previous period, showing a decrease of approximately 8.1%[126]. Asset and Liability Management - Total assets decreased by 2.11% to ¥431,033,020.69 from ¥440,315,739.27 at the end of the previous year[19]. - The company's total assets decreased to CNY 453,169,230.53 from CNY 477,533,628.38, reflecting a decline of 5.1%[120]. - Total liabilities decreased to CNY 88,424,880.87, down 26.4% from CNY 119,983,377.53[120]. - The total amount of guarantees provided by the company is CNY 10,000,000, with no actual guarantee amounts incurred during the reporting period[75]. - The total liabilities include accounts payable of ¥36,435,237.22, down from ¥39,372,961.35, a decrease of about 7.4%[114]. Cost Management - Operating costs amounted to 40.38 million yuan, down 26.01% compared to the previous year, attributed to improved procurement management and production cost control[30]. - Sales expenses were reduced by 21.76% to 7.65 million yuan, as the company controlled spending while expanding market outreach[30]. - Management expenses decreased by 21.31% to 12.67 million yuan, achieved through internal management improvements and cost-saving measures[30]. - Research and development investment decreased by 24.66% to 4.49 million yuan, reflecting a focus on cost control amid challenging market conditions[30]. Market Strategy and Development - The company plans to enhance its marketing system and deepen cooperation with existing customers while expanding into new markets[27]. - The company is focusing on new product development and technological innovation to strengthen its market position[27]. - The overall economic environment remains challenging, with significant downward pressure on the domestic economy and increased competition in the industry[27]. - The decline in product sales is attributed to the impact of national subsidies for new energy vehicles, prompting the company to implement cost-cutting measures[49]. Shareholder and Equity Information - The company reported a shareholding change where shareholder Ling Zhaowei reduced his holdings by 4,960,000 shares, accounting for 2.4078% of the total share capital, resulting in Zhang Huimin becoming the largest shareholder[88]. - The company plans to distribute cash dividends amounting to no less than 10% of the annual distributable profit, with a cumulative distribution of at least 30% over three years[84]. - The total number of shares before the change was 206,000,000, with 31.35% (64,573,384 shares) being restricted shares and 68.65% (141,426,616 shares) being unrestricted shares[93]. - The number of shareholders at the end of the reporting period was 8,971, with no preferred shares restoring voting rights[98]. Operational and Financial Stability - The company has maintained its ability to continue operations for the next 12 months without significant adverse events affecting its ongoing business[155]. - The company has not undergone any penalties or rectifications during the reporting period[87]. - The company has no significant contracts or transactions during the reporting period[77]. - The company has fulfilled all commitments made by shareholders and major stakeholders during the reporting period[79]. Cash Flow and Financial Management - The company's cash and cash equivalents increased to ¥112,585,970.46 from ¥97,853,610.87, representing a growth of approximately 15.7%[113]. - Cash inflow from operating activities totaled 94,828,593.03, down 15.3% from 111,887,743.44 in the prior period[134]. - The net cash flow from investing activities was 190,431.00, a significant improvement from -637,325.00 in the prior period[135]. - The ending balance of cash and cash equivalents was 58,139,202.85, down from 36,465,975.67 in the prior period[135]. Corporate Governance and Compliance - The company has no external guarantees that violate regulations during the reporting period[76]. - The company has no foreign shareholding, with all shares held by domestic investors[93]. - The company has established a commitment to avoid any direct or indirect competition with its main business[81]. - The company follows the enterprise accounting standards and has prepared its financial statements based on the accrual basis of accounting[154].

深圳市特尔佳科技股份有限公司 2016 年第一季度报告全文 2016 年 04 月 1 深圳市特尔佳科技股份有限公司 2016 年第一季度报告全文 第一节 重要提示 公司董事会、监事会及董事、监事、高级管理人员保证季度报告内容的真 实、准确、完整，不存在虚假记载、误导性陈述或者重大遗漏，并承担个别和 连带的法律责任。 所有董事均已出席了审议本次季报的董事会会议。 公司负责人许锦光、主管会计工作负责人梅峰及会计机构负责人(会计主管 人员)钟鸿燕声明：保证季度报告中财务报表的真实、准确、完整。 深圳市特尔佳科技股份有限公司 2016 年第一季度报告 2016-014 2 深圳市特尔佳科技股份有限公司 2016 年第一季度报告全文 第二节 主要财务数据及股东变化 一、主要会计数据和财务指标 公司是否因会计政策变更及会计差错更正等追溯调整或重述以前年度会计数据 □ 是 √ 否 | | 本报告期 | 上年同期 | 本报告期比上年同期增减 | | --- | --- | --- | --- | | 营业收入（元） | 30,904,095.66 | 35,666,198.86 | -13.35% | | 归属于上市公司股 ...

Financial Performance - The company's operating revenue for 2015 was ¥188,020,158.47, a decrease of 28.05% compared to ¥261,334,539.34 in 2014[19]. - The net profit attributable to shareholders for 2015 was ¥10,922,537.47, down 23.14% from ¥14,210,035.20 in 2014[19]. - The basic earnings per share for 2015 was ¥0.05, a decline of 28.57% compared to ¥0.07 in 2014[19]. - The company's revenue for the automotive manufacturing sector was approximately ¥187.17 million, representing a year-over-year decrease of 28.38%[38]. - The company reported a significant drop in sales in the Northeast region by 68.75%, indicating regional market challenges[36]. - The company reported that its revenue is primarily derived from the sales of electric retarders, indicating a single product structure that may increase vulnerability to market changes[68]. - The company’s net profit for 2015 was impacted by macroeconomic slowdown, increased market competition, and reduced product sales prices[78]. - The company reported a net profit of 10,922,537.47, a decrease from 14,210,035.20 in 2014, representing a year-over-year decline of approximately 23.5%[78]. Cash Flow and Assets - The net cash flow from operating activities increased significantly by 233.92% to ¥48,197,237.20 from ¥14,433,595.72 in 2014[19]. - Cash and cash equivalents increased by approximately ¥54.98 million, reflecting a year-over-year increase of 133.88%[49]. - The company reported a significant increase in cash reserves, which may support future investments and operational stability[184]. - Cash inflow from operating activities totaled CNY 244,357,240.30, up from CNY 184,884,366.06 in the previous period, representing an increase of about 32.19%[200]. - Total assets at the end of 2015 were ¥440,315,739.27, a decrease of 5.48% from ¥465,850,981.51 at the end of 2014[19]. - Current assets totaled CNY 258,285,104.19 at the end of 2015, down from CNY 273,141,125.41 at the beginning of the year, indicating a decrease of about 5.4%[185]. - Total liabilities decreased to CNY 90,371,380.84 from CNY 123,739,160.55, a decline of about 27.0%[186]. Cost Management - The cost of sales decreased by 30.43% to CNY 115.61 million in 2015, attributed to improved procurement and production cost management[33]. - The sales expenses were reduced by 29.87% to CNY 23.75 million in 2015, demonstrating effective cost control measures[33]. - Total operating costs amounted to CNY 181,066,468.20, down 26.7% from CNY 247,378,428.10 year-on-year[193]. - Total operating costs decreased by 31.77% year-over-year, amounting to approximately ¥109.56 million[41]. Strategic Focus and Market Position - The company plans to continue expanding its market presence and enhancing its product offerings in response to competitive pressures[32]. - The company maintained a leading position in the electric retarder market, focusing on R&D and product quality improvements[28]. - The company is actively pursuing new technology research and development to maintain competitive advantage in the market[63]. - The company aims to enhance its market expansion strategies and product development initiatives to drive future growth[63]. - The company plans to enhance market development and increase market share by improving its marketing network and sales channels[67]. Risks and Challenges - The company faces risks from market competition, particularly in the automotive electric retarder market, which is becoming saturated[5]. - The company is exposed to operational risks due to fluctuations in raw material prices and declining product sales prices[5]. - The company anticipates intensified competition in the retarder market as the automotive industry evolves, particularly with the rise of new energy vehicles[66]. Shareholder and Governance - The company has established a three-year shareholder return plan for 2015-2017, which was approved by the board and shareholders[73]. - The company’s cash dividend policy has been compliant with regulations, ensuring the protection of minority shareholders' rights[75]. - The company has committed to fully bear any losses related to housing provident fund contributions for Shenzhen household employees prior to December 2007[85]. - The company has a governance structure that complies with relevant laws and regulations, ensuring proper operation and information disclosure[157]. - The company respects the rights of stakeholders, balancing the interests of shareholders, employees, suppliers, customers, and society[159]. Employee Management - The total number of employees in the company is 222, with 200 in the parent company and 22 in major subsidiaries[152]. - The company emphasizes employee training through various methods, including onboarding, mentorship, and external training resources[154]. - The company has established a performance management system to evaluate and incentivize employee performance[153]. Audit and Internal Control - The audit opinion confirmed that the financial statements fairly present the company's financial position as of December 31, 2015, in all material respects[182]. - The internal control self-assessment report indicated that 100% of the company's total assets and operating income were included in the evaluation scope[175]. - There were no significant internal control deficiencies identified during the reporting period[172].

Financial Performance - Total assets decreased by 8.65% to ¥425,574,895.20 compared to the end of the previous year[7]. - Operating revenue fell by 33.17% to ¥36,391,199.79 for the current period, and decreased by 27.22% to ¥126,899,326.85 year-to-date[7]. - Net profit attributable to shareholders increased by 10.88% to ¥3,879,407.82 for the current period, but decreased by 16.45% to ¥10,567,151.62 year-to-date[7]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was -¥1,796,219.77, a decrease of 160.23% for the current period[7]. - Basic and diluted earnings per share remained at ¥0.02 for the current period, a decrease of 16.67% year-to-date[7]. - The weighted average return on equity was 1.11% for the current period, down by 0.67% year-to-date[7]. - The estimated net profit attributable to shareholders for 2015 is expected to decrease by 40.00% to 70.00%, ranging from 4.263 million to 8.526 million CNY[26]. - The net profit for 2014 was reported at 14.21 million CNY, indicating a significant decline in 2015[26]. - The decline in profit is attributed to a decrease in product sales due to the impact of new energy vehicles, despite cost-saving measures being implemented[26]. Cash Flow and Assets - The net cash flow from operating activities increased by 205.32% to ¥21,067,008.60 year-to-date[7]. - Cash and cash equivalents increased by 94.28% compared to the beginning of the year, amounting to an increase of ¥44,558,258.85 due to proceeds from the sale of available-for-sale financial assets and maturity of notes receivable[15]. - Accounts receivable decreased by 47.23%, a reduction of ¥38,369,694.56, attributed to a decline in sales volume[15]. - Prepayments increased by 38.52%, amounting to an increase of ¥305,763.17, due to deposits for enameled wire[15]. - Investment properties increased by ¥9,860,636.15, reflecting properties rented out being reclassified as investment properties[15]. - Net cash flow from operating activities increased by 205.32%, amounting to an increase of ¥41,069,505.21, due to higher cash received from sales of goods and services compared to the previous year[15]. Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 9,213[11]. - The largest shareholder, Ling Zhaowei, holds 15.69% of the shares, with 30,800,000 shares pledged[11]. - The company reported a commitment from major shareholders to not transfer their shares for 12 months, effective from February 27, 2014, ensuring stability in shareholding[20]. - The company has a commitment to maintain a maximum of 50% share transfer for shareholders during their tenure, promoting stability in share ownership[21]. - The company has established a policy to limit the transfer of shares by its directors and senior management to 25% of their total holdings annually[21]. Corporate Governance and Strategy - The company has committed to a cash dividend distribution policy, emphasizing the importance of returning value to shareholders, with plans for annual cash dividends if profits and cash flow allow[24]. - The company has a long-term strategy to avoid engaging in any business activities that compete directly or indirectly with its main operations, ensuring a focused business model[22]. - The company has implemented a commitment to ensure that any related party transactions are conducted on fair terms and in accordance with normal commercial practices[23]. - The company’s major shareholders have agreed to bear any losses related to housing fund contributions for Shenzhen residents, ensuring no financial burden on the company[24]. - The company plans to continue its focus on cash flow management to support ongoing operations and long-term growth[24]. - The company has committed to a proactive approach in managing its financial obligations, including potential tax liabilities, to safeguard its financial health[23]. Investment and Asset Management - The company completed the disposal of idle fixed assets from its Xi'an subsidiary, which was approved in the board meeting[17]. - The transfer of 7.73% equity in Changcheng Chemical Co., Ltd. for ¥25.48 million is expected to increase the company's net profit by approximately ¥5.48 million[17]. - The company reported a 7061.61% increase in investment income, amounting to an increase of ¥5,403,579.45, due to gains from the disposal of available-for-sale financial assets[15]. - The company’s financial expenses decreased by 203.34%, a reduction of ¥811,550.24, due to increased interest income in 2015[15]. - There were no securities investments during the reporting period[27]. - The company did not hold shares in other listed companies during the reporting period[28].

深圳市特尔佳科技股份有限公司 2015 年半年度报告全文 深圳市特尔佳科技股份有限公司 2015 年半年度报告 公司负责人许锦光、主管会计工作负责人梅峰及会计机构负责人(会计主管 人员)钟鸿燕声明：保证本半年度报告中财务报告的真实、准确、完整。 本报告中涉及的未来发展计划等前瞻性陈述属于计划性事项，不构成公司 对投资者的实质承诺，敬请投资者注意投资风险。 2 除下列董事外，其他董事亲自出席了审议本次半年报的董事会会议 未亲自出席董事姓名 未亲自出席董事职务 未亲自出席会议原因 被委托人姓名 范晴 独立董事 工作原因无法出席 王苏生 2015-045 2015 年 08 月 1 深圳市特尔佳科技股份有限公司 2015 年半年度报告全文 第一节 重要提示、目录和释义 公司董事会、监事会及董事、监事、高级管理人员保证半年度报告内容的 真实、准确、完整，不存在虚假记载、误导性陈述或重大遗漏，并承担个别和 连带的法律责任。 公司计划不派发现金红利，不送红股，不以公积金转增股本。 | 目录 | | --- | | 2015 | 半年度报告 1 | | --- | --- | | 第一节 | 重要提示、目录和释义 2 | ...

Financial Performance - The company's operating revenue for Q1 2015 was ¥35,666,198.86, a decrease of 14.32% compared to ¥41,628,449.73 in the same period last year[8] - Net profit attributable to shareholders increased by 46.02% to ¥2,576,961.65 from ¥1,764,760.37 year-on-year[8] - The net profit after deducting non-recurring gains and losses rose by 61.45% to ¥2,468,204.25 compared to ¥1,528,816.47 in the previous year[8] - The net cash flow from operating activities improved by 49.09%, reaching -¥17,087,653.06, compared to -¥33,563,703.20 in the same period last year[8] - Total assets at the end of the reporting period were ¥433,858,582.78, a decrease of 6.87% from ¥465,850,981.51 at the end of the previous year[8] - The net assets attributable to shareholders increased by 0.75% to ¥344,688,782.61 from ¥342,111,820.96 at the end of the previous year[8] - The weighted average return on equity was 0.75%, up from 0.52% in the same period last year, an increase of 0.23%[8] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 11,383[10] - The largest shareholder, Ling Zhaowei, held 18.92% of the shares, amounting to 38,968,602 shares, with 30,800,000 shares pledged[11] - The company’s major shareholders have committed to not transferring their shares for a period of 12 months, ensuring stability in shareholding[19] Cash Flow and Financial Position - Cash and cash equivalents decreased by 38.09% to 29,261,454.29 from 47,262,698.68 due to insufficient cash inflow to cover expenditures[16] - Prepaid accounts increased by 182.75% to 2,244,602.20 from 793,852.16 as a result of advance payments for wire deposits[16] - Accounts payable decreased by 34.83% to 36,477,974.89 from 55,971,555.53 due to the maturity and acceptance of previously issued bills[16] - Operating cash flow net amount improved by 49.09% to -17,087,653.06 from -33,563,703.20, driven by higher cash receipts from sales[16] - Financial expenses increased by 272.14% to -138,612.95 from 80,525.67, attributed to higher discount interest expenses on bills[16] - Investment cash flow net amount decreased by 103.14% to -913,591.33 from 29,114,771.92 due to the recovery of principal from financial products purchased in the previous year[16] - Revenue from business taxes and additional charges increased by 1157.47% to 92,867.29 from -8,782.05, reflecting increased sales prices and corresponding tax liabilities[16] - The company received a guarantee deposit for acceptance bills, resulting in a 1130.87% increase in financing cash flow net amount to 1,944,379.39 from -188,615.83[16] Future Outlook and Challenges - The net profit attributable to shareholders for the first half of 2015 is expected to range from 3.66 million to 7.32 million RMB, representing a decrease of 20% to 60% compared to 9.15 million RMB in the same period of 2014[22] - The decline in net profit is attributed to intensified market competition, leading to a decrease in both sales volume and selling price of the company's products[22] - The company is facing challenges from the development of high-speed rail and the impact of new energy vehicles on its market[22] - The company has not indicated any plans for market expansion or mergers and acquisitions in the current reporting period[21] Dividend Policy - The company plans to implement a cash dividend distribution policy, with a minimum of 10% of the annual distributable profit to be distributed in cash each year over the next three years (2012-2014)[21] - The company may also consider stock dividends for profit distribution based on cumulative distributable profits and cash flow conditions, while ensuring a minimum cash dividend ratio[21] - The company has committed to actively returning value to shareholders through cash dividends, contingent on profitability and cash flow sufficiency[21] Other Information - The company does not hold any securities investments during the reporting period[24] - The company has not held shares in other listed companies during the reporting period[25] - The company has not reported any significant new product or technology developments in the current quarter[21] - The company’s stock was suspended from trading on March 25, 2015, due to significant matters being planned by the chairman[18]

深圳市特尔佳科技股份有限公司 2014 年度报告全文 深圳市特尔佳科技股份有限公司 2014 年度报告 2015-014 2015 年 04 月 1 深圳市特尔佳科技股份有限公司 2014 年度报告全文 第一节 重要提示、目录和释义 本公司董事会、监事会及董事、监事、高级管理人员保证年度报告内容的 真实、准确、完整，不存在虚假记载、误导性陈述或重大遗漏，并承担个别和 连带的法律责任。 公司经本次董事会审议通过的利润分配预案为：以 206000000 为基数，向 全体股东每 10 股派发现金红利 0.15 元（含税），送红股 0 股（含税），不以公 积金转增股本。 公司负责人许锦光、主管会计工作负责人梅峰及会计机构负责人(会计主管 人员)钟鸿燕声明：保证年度报告中财务报告的真实、准确、完整。 本报告中涉及的未来发展计划等前瞻性陈述属于计划性事项，不构成公司 对投资者的实质性承诺，敬请投资者注意投资风险。 2 除下列董事外，其他董事亲自出席了审议本次年报的董事会会议 未亲自出席董事姓名 未亲自出席董事职务 未亲自出席会议原因 被委托人姓名 凌兆蔚 董事 工作原因无法出席 许锦光 | 目录 | | --- | | ...

深圳市特尔佳科技股份有限公司 2014 年第三季度报告正文 深圳市特尔佳科技股份有限公司 2014 年第三季度报告正文 证券代码：002213 证券简称：特 尔 佳 公告编号：2014-061 1 深圳市特尔佳科技股份有限公司 2014 年第三季度报告正文 第一节 重要提示 公司董事会、监事会及董事、监事、高级管理人员保证季度报告内容的真实、准确、完整，不存在虚 假记载、误导性陈述或者重大遗漏，并承担个别和连带的法律责任。 所有董事均已出席了审议本次季报的董事会会议。 公司负责人许锦光、主管会计工作负责人梅峰及会计机构负责人(会计主管人员)钟鸿燕声明：保证季 度报告中财务报表的真实、准确、完整。 2 深圳市特尔佳科技股份有限公司 2014 年第三季度报告正文 第二节 主要财务数据及股东变化 一、主要会计数据和财务指标 公司是否因会计政策变更及会计差错更正等追溯调整或重述以前年度会计数据 非经常性损益项目和金额 √ 适用 □ 不适用 单位：元 | 项目 | 年初至报告期期末金额 | 说明 | | --- | --- | --- | | 非流动资产处置损益（包括已计提资产减值准备的冲销部分） | 9,975.95 ...

深圳市特尔佳科技股份有限公司 2014 年半年度报告全文 深圳市特尔佳科技股份有限公司 公司计划不派发现金红利，不送红股，不以公积金转增股本。 公司负责人许锦光、主管会计工作负责人梅峰及会计机构负责人(会计主管 人员)钟鸿燕声明：保证本半年度报告中财务报告的真实、准确、完整。 本报告中涉及的未来发展计划等前瞻性陈述属于计划性事项，不构成公司 对投资者的实质性承诺，敬请投资者注意投资风险。 2014 年半年度报告 2014-051 2014 年 08 月 1 深圳市特尔佳科技股份有限公司 2014 年半年度报告全文 第一节 重要提示、目录和释义 公司董事会、监事会及董事、监事、高级管理人员保证半年度报告内容的 真实、准确、完整，不存在虚假记载、误导性陈述或重大遗漏，并承担个别和 连带的法律责任。 所有董事均已出席了审议本报告的董事会会议。 2 | 目录 | | --- | | 2014 | 半年度报告 2 | | --- | --- | | 第一节 | 重要提示、目录和释义 2 | | 第二节 | 公司简介 5 | | 第三节 | 会计数据和财务指标摘要 7 | | 第四节 | 董事会报告 9 | | 第五节 ...