TSANN KUEN (CHINA) ENTERPRISE CO. LTD THE THIRD QUARTERLY REPORT 2009 §1. Important Notice 1.1 The Board of Directors, the Supervisory Committee and directors, supervisors and senior management of TSANN KUEN (CHINA) ENTERPRISE CO., LTD. (hereinafter referred to as “the Company”) warrant that this report does not contain any false or misleading statements or omit any material facts and all information set forth herein are true, accurate and complete. 1.2 None of the directors, supervisors, senior management demonstrated uncertainty or disagreement about the truthfulness, accuracy, and completeness of the third quarterly report. 1.3 All directors attended the Board meeting. 1.4 The Financial Report of the quarterly report period has not been audited. 1.5 Mr. Jian Derong, Chairman of the Board of Directors and Mr. Chen Zongyi, Accounting Manager jointly guaranteed that the financial statements in this quarterly report are true and complete. §2 Company Profile Short form of the stock Tsann Kuen B Stock code 200512 Stock exchange listed with Shenzhen Stock Exchange Secretary of the Board Securities Affairs Representative Name Luo Qingxing Sun Meimei Contact address Tsann Kuen Industrial Park, Longchi Development Zone, Zhangzhou, Fujian Province Tsann Kuen Industrial Park, Longchi Development Zone, Zhangzhou, Fujian Province Telephone 0596-6268103 0596-6268161 Fax 0596-6268104 0596-6268104 E-mail allenlo@tkl.tsannkuen.com mm_sun@tkl.tsannkuen.com2 2.1 Main accounting data and financial indices Unit: RMB Yuan Items At the period-end of this report period At the period-end of last year Increase/decreas e (%) Total assets 1,950,760,164.05 2,236,370,415.83 (12.77) Owners’ equity attributable to shareholders of listed company 375,461,521.39 343,776,758.97 9.22 Share capital 1,112,350,077.00 1,112,350,077.00 (0.00) Net assets per share 0.3375 0.3091 9.19 Items The report period Increase/decreas e year-on-year (%) From the year-begin to the end of report period Increase/decreas e year-on-year (%) Operating revenue 705,296,161.86 (34.98) 1,890,015,449.96 (40.52) Net profit attributable to shareholders of listed company 11,819,201.62 (3.80) 31,982,417.80 (20.11) Net cash flow arising from operating activities 147,778,919.48 (40.67) 111,731,232.10 25.29 Net cash flow per share arising from operating activities 0.1329 (40.64) 0.1004 25.19 Basic earnings per share 0.0106 (3.64) 0.0288 (20.00) Earnings per share-diluted 0.0106 (3.64) 0.0288 (20.00) Return on equity 3.15% (0.43) 8.52% (3.16) Return on equity after deducting non-recurring gains and losses 2.23% (1.09) 6.96% (4.07) Items of non-recurring gains and losses Unit: RMB Yuan Items Amount Notes Gains and losses from disposal of non-current assets, including the part that withdrawn reserve for impairment of assets were offset 9,916,137.22 Gains and losses from change in fair value of tradable financial assets and tradable financial liabilities and investment income from disposal of tradable financial assets, tradable financial liabilities and available-for-sale financial assets except for effective hedging business related to normal operation business of the Company (2,103,841.62) Government subsidy measured into current gains and losses, while closely related with the business of the Company, excluding the fixed-amount or fixed-proportion government subsidy enjoyed according to the certain standard 7,018,471.63 Other non-operating income and expense beside for the above-mentioned each items 793,685.38 Influence on enterprise income tax 2,276,590.32 Net profit attributable to minority shareholders after deducting non-recurring gains and losses (12,052,176.17) Total 5,848,866.763 2.2 Total number of shareholders at the end of the report period and statement on shares held by the top ten shareholders holding tradable shares Unit: Share Total number of shareholders at the end of report period 31,193 人 Shares held by the top ten shareholders holding tradable shares No. Name of shareholder (full name) Number of tradable shares held Type of share 1 FORDCHEE DEVELOPMENT LIMITED 323,643,179 B-share 2 EUPA INDUSTRY CORPORATION LIMITED 181,855,147 B-share 3 FILLMAN INVESTMENTS LIMITED 108,843,637 B-share 4 TIMMERTON CO INC 14,505,644 B-share 5 CHEN YONG QUAN 7,596,456 B-share 6 CHEN YONG QING 5,855,089 B-share 7 CHEN LI JUAN 5,694,746 B-share 8 CSC SECURITIES (HK) LTD. 4,993,879 B-share 9 HE JIAN XIONG 4,439,551 B-share 10 TSAI SHU HUI 4,294,433 B-share Explanation on related relationship and action-in-concert among above mentioned shareholders The top three shareholders are the controlling shareholders. Shareholder Tsai Shuhui is also director of TSANN KUEN (Taiwan) ENTERPRISE CO. LTD, which is the actual controller of the Company. The Company was not aware that whether there were any related relationships between other shareholders holding tradable shares and whether or not the other shareholders holding tradable shares belonged to the action-in-concert people specified in The Regulations for Information Disclosure on the Change of Shares Held by the Shareholders of the Listed Companies. §3 Significant Events 3.1 Particular about large-margin change of main accounting statement item and financial indices and its reason √Applicable □Inapplicable Unit: RMB’0000 Yuan Items 30 Dec. 2009 31 Dec. 2008 Increase /decreas e (%) Main reasons for changes Notes receivable 230.36 582.35 -60.44 Some notes of last year was material in current period. Accounts paid in advance 455.19 891.08 -48.92 Some of the prepayments for materials last year were checked and received in this period. Available-for-sale financial assets 18.93 10.98 72.40 The held shares of Shanghai Join Buy Co., Ltd. which were not subject to control, common control or significant influence belonged to the available-for-sale financial assets. And the differences between their fair value and book value were included in the capital reserves. Long-term receivables 10,565.13 6,848.79 54.26 This was due to the increase of income arising from selling4 Items 30 Dec. 2009 31 Dec. 2008 Increase /decreas e (%) Main reasons for changes equipments in this period. Construction in progress 450.28 342.43 31.50 Decoration of workshop has not been completed yet. Good will 73.78 0.00 Difference between trading price and net book value of shares of travelling company merged Short-term borrowings 66.32 0.00 This was due to the increased credit borrowings in this period. Notes payable 8,778.28 17,759.68 -50.57 The Company changed payment term, which was changed from decrease of acceptance bills to increase of open domestic L/C. Other payables 24,639.71 39,625.40 -37.82 Repayment of material borrowings USD 17 million to controlling shareholder. Long-term borrowings due within 1 year 6,829.00 0.00 Long-term borrowings 0.00 6,834.60 -100.00 Subject of long-term borrowings due within 1 year was reclassified. Deferred income tax liabilities 4.68 63.64 -92.65 The unrealized exchange over the same period of last year was conducted in this period. Difference in foreign currency statements (89.96) (53.99) 66.62 This was due to the converted difference resulted from the fact that the subsidiary Eupa (Hong Kong) Co. Ltd. adopted Hong Kong dollar as its accounts-keeping unit. Items Jan.-Sep. 2009 Jan.-Sep. 2008 Increase/ decrease (%) Main reasons for changes Operation revenue 189,001.54 317,771. 11 -40.52 Operation cost 164,901.50 291,120. 95 -43.36 Affected by the financial crisis, the operation revenue decreased by 40.52% over the same period of last year, which led to the decrease of the relevant items. Financial expenses (264.45) 3,127.28 -108.46 1. The matured loans were paid off, which cut the interest expense by RMB 16.11 million; 2. Due to the fluctuation of exchange rate in the same period of last year, an exchange loss of RMB 22.93 million was registered. Asset impairment loss 22.43 612.17 -96.34 The asset impairment loss withdrawn in the same period of last year was reversed. Gains from fair value changes (“-” means loss) (28.79) (888.54) -96.76 This was due to the operation of forward exchange. And the loss was resulted from the difference between the bank exchange rate and the contractual exchange rate. Gains from investments (“-” means loss) (180.84) 4,662.24 -103.88 The forward exchange transactions that incurred loss were settled in this period. Non-operational expenses 254.50 618.54 -58.85 This was due to the asset disposal loss and donation expense for Wenchuan at the same period of last year. Income tax expenses 333.49 1,000.58 -66.67 Withdraw in accordance with Requirement of Accounting Standards for Business Enterpriser No. 18- Income Tax.5 3.2 Progress of significant events, as well as analysis and explanation on their influence and solutions 3.2.1 Sale of assets √Applicable □Inapplicable Tssan Kuen Zhangzhou Enterprise Co., Ltd., the Company’s holding subsidiary, invited some spare parts plants into the Tssan Kuen Industrial Park, so as to focus on its core advantages of R&D, design and sale, and reduce the proportion of the self-made spare parts. And the overall market competitiveness of the Company would be strengthened for those more professional spare parts plants in the industrial park could supply spare parts directly to Tssan Kuen Zhangzhou, which contributed to a lower cost and a better quality; Meanwhile, such a move was able to reduce the proportion of the occupied fixed assets and increase the overall turnover rate of assets, so as to ensure a steady and sustained future development of the Company. For more details, please refer to the Public Notice on Selling Some Operating Assets of Spare Parts Plants by Holding Subsidiary Tssan Kuen Zhangzhou Enterprise Co., Ltd., the Public Notice on Progress of Holding Subsidiary’s Selling Some Operating Assets of Spare Parts Plants and Another Sale of Assets and the Public Notice on Progress of Holding Subsidiary’s Selling Some Operating Assets of Spare Parts Plants and A Third Sale of Assets, all published on Securities Times, Hong Kong Ta Kung Pao and http://www.cninfo.com.cn dated respectively on 29 Jul. 2008, 21 Jan. 2009 and 28 Apr. 2009. Due to the needs of the said spare parts plants in their actual operation, the plants purchased a small quantity of equipments from the Company in the reported period, which was detailed as follows:6 Unit: RMB 0’000 Transaction party Asset sold Date of sale Selling price Net profit contributed to the Company by the sold asset from year-begin to the date of sale Gains and losses due to selling the asset Whether a related transaction or not Explanation on pricing principle Whether or not the ownership of the involved asset had been transferred whether or not the relevant creditor’s rights and liabilities had been transferred Relationship with the Company Xiamen Haoren Injection molding equipment 31 Mar. 2009 1,338.02 (32.47) (32.47) Longhai Chaoda Electronic equipment 31 Mar. 2009 434.68 (32.38) (32.38) Xiamen Hanrun Injection molding equipment 28 Feb. 2009 122.42 11.54 11.54 Xiamen Yuanquanxing Injection molding equipment 31 Mar. 2009 103.66 13.29 13.29 Xiamen Yongxinghe Injection molding equipment 31 Mar. 2009 99.24 7.43 7.43 Zhangzhou Weidi Injection molding equipment 28 Feb. 2009 95.39 39.57 39.57 Longhai Fushun Injection molding equipment 31 Apr. 2009 18.85 2.03 2.03 Xiamen Jingjing Die casting equipment 31 MAY. 2009 894.28 (12.85) (12.85) Xiamen Huadaxing Die casting equipment 30 Apr. 2009 570.34 101.01 101.01 Xiamen Keid Bakelite equipment 30 Apr. 2009 527.31 85.42 85.42 Suzhou Yifeng Injection molding equipment 31 Mar. 2009 431.46 38.09 38.09 Zhangzhou Tianfeng Hardware equipment 31 Mar. 2009 69.25 21.03 21.03 Xiamen Huyiming Electronic equipment 30 Apr. 2009 33.87 6.35 6.35 Zhangzhou Ruicheng Die casting equipment 31 MAY. 2009 251.24 26.40 26.40 Xiamen Jingjing Die casting equipment 31 Jul. 2009 65.58 7.82 7.82 Zhangzhou Ruicheng Die casting equipment 31 Aug. 2009 250.00 25.25 25.25 No No Xiamen Jinyuan Hardware equipment 30 Apr. 2009 41.03 6.59 6.59 Xiamen Yongkun Electronic equipment 30 Jun. 2009 10.21 1.85 1.85 Zhangzhou Xinhui Hot iron equipment 30 Jun. 2009 5.37 0.24 0.24 Non-related company The transaction prices were decided based on the principle of being above the book value, as well as the assessment and market prices. Yes Yes Non-related company7 Transaction party Asset sold Date of sale Selling price Net profit contributed to the Company by the sold asset from year-begin to the date of sale Gains and losses due to selling the asset Whether a related transaction or not Explanation on pricing principle Whether or not the ownership of the involved asset had been transferred whether or not the relevant creditor’s rights and liabilities had been transferred Relationship with the Company Xiamen Pinrui Hardware equipment 30 Apr. 2009 3.19 0.23 0.23 Xiamen Xingrongfei Hardware equipment 30 Apr. 2009 2.34 1.98 1.98 Fujian Hongyuan Die casting equipment 28 Feb. 2009 482.5 69.22 69.22 Zhangzhou Shengliang Die casting equipment 31 Mar. 2009 65.02 38.79 38.79 Xiamen Jingwei Hardware equipment 31 Jul. 2009 1.55 0.36 0.36 Xiamen Xingrongfei Hardware equipment 31 Jul. 2009 0.18 (0.03) (0.03) Longhai Fushun Injection molding equipment 31 Jul. 2009 2.05 0.11 0.11 Suzhou Yifeng Die casting equipment 31 Aug. 2009 45.76 6.61 6.61 Xiamen Jingjing Die casting equipment 31 Aug. 2009 0.12 0.10 0.10 Xiamen Jingjing Die casting equipment 31 Aug. 2009 11.09 4.74 4.74 Zhangzhou Rijin Electronic equipment 31 MAY. 2009 59.91 9.02 9.02 Zhangzhou Yufeng Die casting equipment 31 Aug. 2009 306.93 31.81 31.81 Zhangzhou Hongkun Injection molding equipment 31 Aug. 2009 137.00 29.98 29.98 Zhangzhou Lize Die casting equipment 31 Jul. 2009 226.84 7.32 7.32 No No Longhai Yingfa Bakelite equipment 30 Jun. 2009 58.96 13.96 13.96 Xiamen Bailong Hardware equipment 30 Jun. 2009 0.27 0.24 0.24 Xiamen Baigesi Injection molding equipment 31 Jul. 2009 20.77 3.63 3.63 Zhangzhou Bo’er Die casting equipment 30 Sep. 2009 13.31 6.72 6.72 Yes Yes Total 6,800 541.00 541.008 3.2.2 The Company did not offer capital to the controlling shareholder or other related parties. Neither did it provide external guarantees in violation of the prescribed procedures. 3.3 Particulars about fulfillment of commitments made by the Company, its shareholders or actual controller □Applicable √Inapplicable 3.4 Warnings of estimated losses or major changes of the accumulative net profit achieved during the period from year-begin to the end of the next report period compared with the same period of last year, as well as explanation on reasons □Applicable √Inapplicable 3.5 Other significant events 3.5.1 Securities investment □Applicable √Inapplicable 3.5.2 Equity of other listed companies held by the Company √Applicable □Inapplicable Unit: (RMB) Yuan Stock code Short form of stock Initial investment Ratio to equity of invested company Book value at period-end Profit and loss in report period Change of owners’ equity in report period Accounting entry Source of stock 600838 Shanghai Jiubai 30,700.00 0.01 189,302.40 0 63,624.96 Financial assets available for sale Corporate share Total 30,700.00 0.01 189,302.40 0 63,624.96 3.5.3 Particulars about compensation to the income as committed in the share merger reform and the major asset reorganization □Applicable √Inapplicable 3.5.4 Derivatives investment √Applicable □Inapplicable As a listed company, the Company has not been engaged in derivatives investment. And this derivatives investment deal was conducted by the Company’s holding subsidiary—Tssan Kuen Zhangzhou Enterprise Co., Ltd.—in order to avoid foreign exchange risks, which involved buying and selling derivative financial products such as forward exchange and forward purchase/sale of foreign currency. Tssan Kuen Zhangzhou Enterprise Co., Ltd., the Company’s holding subsidiary, established the Management Procedures for Trading Derivative Financial Products after the Procedures was approved by the Board of Directors on 6 Mar. 2008.9 A. Particulars about position of derivatives investment, as well as the profit and loss Currency bought in Estimated exchange profit Position Type Contracted sum and loss Settlement period (closing date) (Converted to RMB) (Converted to RMB) Proportion in net assets 15 Buying and selling forward exchange JPY:750,000,000 Oct. 2009-Dec. 2009 54,537,618 (426,913) 15.16% 4 Forward purchase/sale of foreign currency USD:20,000,000 Nov. 2009-Jan. 2010 136,648,500 139,000 36.38% B. Analysis on position risk of derivatives and measures to control risks 1. Analysis on position risk of derivatives: The contracted exchange rate and the actual market rate on the settlement day might be different, which might lead to an exchange profit or loss. 2. Measures to control risks: (1) Principle: The total amount of the Company’s contracted derivative financial products shall not exceed the existing net position of asset liabilities (net position: total foreign currency assets-total foreign currency liabilities) plus the net position of asset liabilities generated by business in the future six months. (2) Separation of different posts: Staff responsible for trading, settlement and authorization worked separately. (3) Regulating the procedures: When signing the contract, the trading staff should provide adequate market information and risk warning to the authorizing staff and clarify to them the possible risks and the feasibility of the deal. And the trading staff should also accomplish the deal of derivative financial products under the authorization of the authorizing staff. All the documents involved in the deal should be examined by the department of legal affairs; and the settlement staff should receive authorization from the authorizing staff before the formal settlement. (4) Regular assessment: The Company kept an eye on the profit and loss from the fair value changes of the derivative by checking daily/(monthly) the difference between the estimated exchange rate (provided by the bank)*the undue contracted amount and the currency amount when bought in. (5) Loss limit: The loss limit was set at 6% of the total transaction amount. (6) Checking and examination scheme: The checking and examination department conducted regular checks on the transactions of derivative financial products and submit relevant examination reports. C. Fair value changes of purchased derivatives in report period (1) Up until the report date, the settled derivative transactions has caused a loss of RMB 1.81 million, with the estimated loss of the unsettled transactions standing at 0.29 million; (2) The former contracted bank provided monthly sheets of estimated exchange rates for the undue contracted forward exchanges on the last trading day of the month; (3) The profit and loss from fair value changes of the derivative was confirmed according to the difference between the contracted amount undue by the month*the estimated exchange rate and the currency amount when bought in. D. There existed no significant changes between the Company’s accounting policy and specific accounting principles of derivatives in the report period and those in the last report period.10 3.5.5 Contingencies As to the customer complaints on the holdings subsidiary, Tsannkuen (Zhangzhou) Enterprise Co.,Ltd ( here-in-after referred to as 'TKL') about the coffee grinders shipped to Starbucks (Chinese name is called “星巴克”) during 2002-2008.After some negotiation, Starbucks and U.S. consumer Product Safety Commission (hereinafter referred to as “CPSC”) agreed to callback by goods replacement. The traders has placed an order with Tsann Kuen (Zhangzhou) Enterprise Co., Ltd. for 40,000-set coffee grinders in the light of the quantity declared by the consumers and the potential recall in the future. In the report period, no more such orders were placed. As at the date of the announcement, TKL has been delivered 36,000-set finished products. The influence on profit and loss is about RMB 1,180,400. 3.5.6 Researches, interviews and visits received in report period In the report period, when receiving researches and interviews, the Company and relevant information disclosure obligors abided by the Guide for Fair Information Disclosure of Listed Companies, not conducting differential treatments or selectively and privately leak undisclosed information to certain parties. And the researches and interviews received were listed as follows: Time Place Way of reception Visitor Main discussion and materials provided by the Company 9 Jan. 2009 By telephone Mr. Zhang Operation status of the Company 15 Jan. 2009 By telephone Mr. Zhou Operation status of the Company 13 Feb. 2009 By telephone Ms. Lin Operation status of the Company 16 Feb. 2009 By telephone Ms. Chen Operation status of the Company 18 Feb. 2009 By telephone Mr. Luo Disclosure date of the annual report 18 Feb. 2009 By telephone Mr. Liu Operation status of the Company 25 Feb. 2009 By telephone Mr. Wang Disclosure date of the annual report 2 Mar. 2009 By telephone Mr. Chen Operation status of the Company 11 Mar. 2009 By telephone Mr. Cai Operation status of the Company 11 Mar. 2009 By telephone Mr. Li Operation status of the Company 13 Mar. 2009 By telephone Mr. Wang Operation status of the Company 19 Mar. 2009 By telephone Ms. Gao Operation status of the Company 27 Mar. 2009 By telephone Mr. Lin Operation status of the Company 10 Apr. 2009 By telephone Mr. Tang Operation status of the Company 10 Apr. 2009 By telephone Mr. He Operation status of the Company 16 Apr. 2009 By telephone Mr. Tang Operation status of the Company 5 May 2009 By telephone Mr. Feng Operation status of the Company 13 May 2009 By telephone Mr. Xie Operation status of the Company 8 Jun. 2009 By telephone Ms. Li Operation status of the Company 9 Jul. 2009 By telephone Mr. Liu Operation status of the Company 8 Sep. 2009 Company office By telephone Mr. Ding Operation status of the Company TSANN KUEN (CHINA) ENTERPRISE CO., LTD. Chairman of the Board: Jian Derong 17 Oct. 200911 §4 Attachment 4.1 Balance Sheet TSANN KUEN (CHINA) ENTERPRISE CO. LTD Balance Sheet (Un-audited) 30 Sep. 2009 Unit: RMB Yuan Closing balance Opening balance Assets Consolidation Parent company Consolidation Parent company Current Assets: Monetary funds 392,873,040.47 630,112.01 416,506,274.82 4,939,594.77 Transaction financial asset - - - - Notes receivable 2,303,627.79 - 5,823,544.00 - Accounts receive bale 378,752,198.78 - 397,162,581.71 36,375.82 Account paid in advance 4,551,875.18 79,627.00 8,910,798.94 - Interest receivable - - - - Dividend receivable - - - - Other account receivable 23,864,369.20 2,030,180.31 28,986,324.35 12,104,980.52 Inventories 375,632,803.47 - 451,226,252.40 - Non-current assets due within 1 year - - - - Other current assets - - - - Total current assets 1,177,977,914.89 2,739,919.32 1,308,615,776.22 17,080,951.11 Non-current assets Financial assets available for sale 189,302.40 189,302.40 109,771.20 109,771.20 Held to maturity investments - - - - Long-term account receivable 105,651,269.52 - 68,487,888.93 - Long-term equity investment 40,000.00 1,005,105,478.85 40,000.00 1,000,105,478.85 Investing property 36,244,410.33 36,909,899.22 37,454,887.11 43,714,625.57 Fixed asset 577,476,620.00 23,565,962.07 764,092,618.51 26,967,210.64 Project in construction 4,502,844.55 3,160,913.61 3,424,340.41 - Engineering material - - - - Fixed asset disposal - - - - Bearer biological asset - - - - Oil assets - - - - Intangible assets 28,577,247.87 20,595,870.31 30,593,459.40 16,643,800.55 Development expense - - - - Goodwill 737,834.86 - - - Long-term expense to be apportioned 770,321.06 133,933.12 872,772.88 155,458.15 Deferred tax assets 18,592,398.57 - 22,678,901.17 - Other non-current assets - - - - Total of non-current assets 772,782,249.16 1,089,661,359.58 927,754,639.61 1,087,696,344.96 Total assets 1,950,760,164.05 1,092,401,278.90 2,236,370,415.83 1,104,777,296.07 Legal Representative: Jian Derong CFO: Chen Zongyi Person in charge of Accounting Office: Chen Zongyi Lister: Chen Zongyi12 TSANN KUEN (CHINA) ENTERPRISE CO. LTD Balance Sheet-Continued (Un-audited) 30 Sep. 2009 Unit: RMB Yuan Closing balance Opening balance Liabilities and Shareholders’ Equity Consolidation Parent company Consolidation Parent company Current liabilities: Short-term borrowings 663,219.29 - - - Transaction financial liabilities 287,913.25 - - - Notes payable 87,782,814.30 - 177,596,760.89 - Account payable 663,031,282.99 1,746,862.34 754,405,955.98 142,211.99 Account received in advance 21,328,843.31 21,639.00 21,452,230.01 - Employee’s compensation payable 42,331,135.55 114,586.63 48,805,639.01 111,791.55 Tax payable 49,579,196.16 68,160,407.73 44,278,598.83 69,208,975.75 Interest payable - - - - Dividend payable - - - - Other account payable 246,397,135.52 618,346,789.30 396,253,973.13 627,777,161.60 Non-current liabilities due within 1 year 68,290,000.00 - - - Other current liabilities - - - - Total current liabilities 1,179,691,540.37 688,390,285.00 1,442,793,157.85 697,240,140.89 Non-current liabilities: Long-term borrowings - - 68,346,000.00 - Bonds payable - - - - Long-term accounts payable - - - - Special accounts payable - - - - Deferred income 46,492,720.55 - 43,400,202.15 - Projected liabilities - - - - Deferred tax liabilities 46,783.33 31,720.48 636,428.64 14,232.82 Other non-current liabilities - - - - Total of non-current liabilities 46,539,503.88 31,720.48 112,382,630.79 14,232.82 Total liabilities 1,226,231,044.25 688,422,005.48 1,555,175,788.64 697,254,373.71 Shareholders’ equity Share capital 1,112,350,077.00 1,112,350,077.00 1,112,350,077.00 1,112,350,077.00 Capital reserve 125,135,787.04 123,612,063.32 125,073,743.50 123,550,019.78 Less: Treasury Stock - - - - Surplus reserves - - - - Retained earnings (861,124,740.80) (831,982,866.90) (893,107,158.60) (828,377,174.42) Foreign exchange difference (899,601.85) - (539,902.93) - Total shareholders' equity attributable to parent company 375,461,521.39 403,979,273.42 343,776,758.97 407,522,922.36 Minority interest 349,067,598.41 - 337,417,868.22 - Total shareholder’s equity 724,529,119.80 403,979,273.42 681,194,627.19 407,522,922.36 Total liabilities and shareholders’ equity 1,950,760,164.05 1,092,401,278.90 2,236,370,415.83 1,104,777,296.07 Legal Representative: Jian Derong CFO: Chen Zongyi Person in charge of Accounting Office: Chen Zongyi Lister: Chen Zongyi13 4.2 Income statement during the reporting period TSANN KUEN (CHINA) ENTERPRISE CO. LTD Income Statement (Un-audited) 1 Jul.-30 Sep. 2009 Unit: RMB Yuan Jul.-Sep. 2009 Jul.-Sep. 2008 Items Consolidation Parent company Consolidation Parent company I. Total revenue 705,296,161.86 1,633,727.82 1,084,748,011.58 2,313,665.31 Total sales 695,069,310.25 2,760,205.42 1,066,730,710.16 7,397,331.26 Less: sales cost 620,800,104.52 1,577,155.78 985,207,076.46 3,569,077.62 Taxes and associate charges 873,413.01 81,798.67 1,132,624.27 142,219.63 Sales expenses 22,340,569.47 - 25,082,256.42 - Administrative expenses 52,046,676.80 1,230,594.64 46,385,032.20 1,906,530.57 Financial expense (3,570,480.13) 110,796.87 4,979,898.54 (1,037,012.05) Impairment loss 2,579,026.58 (240,140.54) 3,943,822.27 2,816,515.49 Add: gain/(loss) from change in fair value (“-” means loss) 259,111.76 - (13,870,470.00) - Gain/(loss) from investment (“-” means loss) (1,132,867.40) - 8,900,774.00 - III. Business profit (“-” means loss) 9,353,095.97 (1,126,477.60) 13,047,605.42 (5,083,665.95) Add: non-business income 9,035,708.60 154,752.42 6,675,414.67 887,441.57 Less: non-business expense 1,048,362.32 - (607,211.24) - Including: loss from non-current asset disposal 203,451.94 - (607,211.24) - IV. Total profit (“-” means loss) 17,340,442.25 (971,725.18) 20,330,231.33 (4,196,224.38) Less: income tax expense 1,725,088.86 - 2,832,843.59 - V. Net profit (“-” means loss) 15,615,353.39 (971,725.18) 17,497,387.74 (4,196,224.38) Attributable to parent company 11,819,201.62 (971,725.18) 12,285,610.71 (4,196,224.38) Minority interest 3,796,151.77 - 5,211,777.03 - VI. Earnings per share (I) Basic earnings per share 0.0106 0.0110 (II) Diluted earnings per share 0.0106 0.0110 VII. Other comprehensive income 1,935.36 30,915.42 VIII. Total comprehensive income 15,617,288.75 (971,725.18) 17,528,303.16 (4,196,224.38) Total comprehensive income attributable to owner of parent company 11,821,136.98 (971,725.18) 12,316,526.13 (4,196,224.38) Total comprehensive income attributable to minority shareholders 3,796,151.77 5,211,777.03 Legal Representative: Jian Derong CFO: Chen Zongyi Person in charge of Accounting Office: Chen Zongyi Lister: Chen Zongyi14 4.3 Income statement from the year-begin to the end of reporting peirod TSANN KUEN (CHINA) ENTERPRISE CO. LTD Income Statement (Un-audited) 1 Jan.-30 Sep. 2009 Unit: RMB Yuan Jan.-Sep. 2009 Jan.-Sep. 2008 Items Consolidation Parent company Consolidation Parent company I. Total revenue 1,890,015,449.96 4,340,355.55 3,177,711,103.34 12,588,275.01 II. Total sales 1,859,613,441.68 8,725,357.77 3,163,598,396.87 16,291,657.89 Less: sales cost 1,649,014,966.94 4,222,276.10 2,911,209,470.58 12,860,315.28 Taxes and associate charges 2,719,457.34 225,821.80 2,895,309.65 531,494.54 Sales expenses 62,131,985.82 - 77,206,603.40 - Administrative expenses 148,167,295.81 5,144,948.19 134,892,527.02 6,646,220.57 Financial expense (2,644,521.22) 616,820.10 31,272,763.98 (7,489,443.04) Impairment loss 224,256.99 (1,484,508.42) 6,121,722.24 3,743,070.54 Add: gain/(loss) from change in fair value (“-” means loss) (287,913.25) - (8,885,350.00) - Gain/(loss) from investment (“-” means loss) (1,808,428.37) 7,500.00 46,622,394.00 - III. Business profit (“-” means loss) 28,305,666.66 (4,377,502.22) 51,849,750.47 (3,703,382.88) Add: non-business income 20,245,884.11 769,094.81 16,234,051.55 3,710,274.86 Less: non-business expense 2,544,984.10 (2,714.93) 6,185,401.91 258,565.43 Including: loss from non-current asset disposal 1,223,976.71 (2,714.93) 2,916,824.71 258,565.43 IV. Total profit (“-” means loss) 46,006,566.67 (3,605,692.48) 61,898,400.11 (251,673.45) Less: income tax expense 3,334,897.80 - 10,005,776.68 - V. Net profit (“-” means loss) 42,671,668.87 (3,605,692.48) 51,892,623.43 (251,673.45) Attributable to parent company 31,982,417.80 (3,605,692.48) 40,034,633.43 (251,673.45) Minority interest 10,689,251.07 - 11,857,990.00 - VI. Earnings per share (I) basic earnings per share 0.0288 0.0360 (II) diluted earnings per share 0.0288 0.0360 VII. Other comprehensive income 62,043.54 120,383.22 VIII. Total comprehensive income 42,733,712.41 (3,605,692.48) 52,013,006.65 (251,673.45) Total comprehensive income attributable to owner of parent company 32,044,461.34 (3,605,692.48) 40,155,016.65 (251,673.45) Total comprehensive income attributable to minority shareholders 10,689,251.07 11,857,990.00 Legal Representative: Jian Derong CFO: Chen Zongyi Person in charge of Accounting Office: Chen Zongyi Lister: Chen Zongyi15 4.4 Cash flow statement from the year-begin to the end of reporting peirod TSANN KUEN (CHINA) ENTERPRISE CO. LTD Cash Flow Statement (Un-audited) 1 Jan.-30 Sep. 2009 Unit: RMB Yuan Accumulative amount as of reporting period Accumulative Amount at the same Items period of last year Consolidation Parent company Consolidation Parent company I. Cash flows for operating activities: Cash received from sales of goods or rending of services 1,902,634,202.37 - 2,976,503,797.44 6,307,106.48 Refund of tax and fare received 92,087,126.18 284,154.60 94,977,814.85 - Other cash received relating to operating activities 57,685,588.52 30,745,711.47 77,987,438.80 103,278,300.78 Sub-total of cash inflows 2,052,406,917.07 31,029,866.07 3,149,469,051.09 109,585,407.26 Cash paid for goods and services 1,486,435,557.73 122,176.65 2,367,773,326.85 403,565.70 Cash paid to and on behalf of employees 253,361,643.42 22,801,699.13 343,474,024.91 24,043,082.09 Tax and fare paid 15,622,497.93 2,024,664.73 26,160,343.04 4,082,033.50 Other cash paid relating to operating activities 185,255,985.89 6,270,515.25 322,885,889.23 119,958,305.71 Sub-total of cash outflows 1,940,675,684.97 31,219,055.76 3,060,293,584.03 148,486,987.00 Net cash flow from operating activities 111,731,232.10 (189,189.69) 89,175,467.06 (38,901,579.74) II. Cash Flows from Investment Activities: Cash received from return of investments 1,061,500.00 - - - Cash received from investment income 7,500.00 7,500.00 - - Net cash received from disposal of fixed assets, intangible assets and other long-term assets 17,165,208.34 - 15,022,653.10 9,637,071.77 Net cash received from disposal of subsidiaries and other operating units - - - - Other cash received relating to investment activities - - - 39,611,023.00 Sub-total of cash inflows 18,234,208.34 7,500.00 15,022,653.10 49,248,094.77 Cash paid for acquiring fixed assets, intangible assets and other long-term assets 37,883,916.73 1,939,914.00 41,903,372.82 108,423.00 Cash paid for acquiring investments 1,725,000.00 5,000,000.00 - 13,473,600.00 Net cash used in acquiring subsidiaries and other operating units - - - - Other cash paid relating to investment activities - - - - Sub-total of cash outflows 39,608,916.73 6,939,914.00 41,903,372.82 13,582,023.00 Net cash flow from investing activities (21,374,708.39) (6,932,414.00) (26,880,719.72) 35,666,071.77 III. Cash Flows from Financing Activities: Cash received from absorbing investment - - 50,000.00 - Including: Cash received from increase in minority interest - - - - Cash received from borrowings 266,013,820.76 157,261,700.00 515,382,569.19 384,730,200.00 Cash received from issuance of bonds - - - - Other cash relating to financing activities - 120,000,000.00 - - Sub-total of cash inflows 266,013,820.76 277,261,700.00 515,432,569.19 384,730,200.00 Cash paid for settling debt 384,294,974.87 274,400,368.22 704,477,661.79 - Cash paid for distribution of dividends or profit or reimbursing interest - - - - Including: dividends or profit paid to minority interest - - - - Other cash payments relating to financing activities - - - 383,561,900.00 Sub-total of cash outflows 384,294,974.87 274,400,368.22 704,477,661.79 383,561,900.00 Net cash flow from financing activities (118,281,154.11) 2,861,331.78 (189,045,092.60) 1,168,300.00 IV. Effect of foreign exchange rate changes (308,586.25) (49,210.85) (7,418,780.96) (584,029.64) V. Increase in cash and cash equivalents (28,233,216.65) (4,309,482.76) (134,169,126.22) (2,651,237.61) Add: Cash and cash equivalents at year-begin 399,276,546.68 4,939,594.77 534,372,308.53 3,722,741.66 VI. Cash and cash equivalents at the end of the year 371,043,330.03 630,112.01 400,203,182.31 1,071,504.05 Legal Representative: Jian Derong CFO: Chen Zongyi Person in charge of Accounting Office: Chen Zongyi Lister: Chen Zongyi