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公司公告

闽灿坤B:2009年第三季度报告(英文版)2009-10-19  

						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