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公司公告

闽灿坤B:2010年第一季度报告全文(英文版)2010-04-19  

						TSANN KUEN (CHINA) ENTERPRISE CO., LTD

    THE FIRST QUARTERLY REPORT 2010

    §1. Important Notice

    1.1 The Board of Directors, Supervisory Committee, and Directors, Supervisors as well as Senior

    Management Staff 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 directors, supervisors or senior executives demonstrated uncertainty or disagreement

    about the truthfulness, accuracy, and integrity of the first quarterly report.

    1.3 All directors attended the Board Meeting, at which reviewed and approved the first quarterly

    report.

    1.4 Financial report of the first quarterly report period has not been audited.

    1.5 Mr. Jian Derong, Chairman of the Board, and Mr. Chen Zongyi, Accounting Manager, jointly

    guaranteed that financial statements in this annual report are authentic and complete.

    [English Translation for Reference Only. Should there be any inconsistency between the Chinese

    and English versions, the Chinese version shall prevail.]

    §2 Company Profile

    Short form of stock Min Tsann Kuen B

    Stock code 200512

    Secretary of the Board Securities Affairs Representative

    Name Luo Qing Xing Sun Mei Mei

    Contact address TSANN KUEN Industrial Park, Longchi

    Development Zone, Zhangzhou, Fujian

    TSANN KUEN Industrial Park, Longchi

    Development Zone, Zhangzhou, Fujian

    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 end of the

    reporting period At the end of last year Increase/decrease (%)

    Total assets 1,960,812,937.15 2,117,764,266.23 (7.41)

    Owner’s equity attributable to shareholders of listed

    company 415,413,622.61 396,565,377.00 4.75

    Share capital 1,112,350,077.00 1,112,350,077.00 0.00

    Net asset per share attributable to shareholders of listed

    company 0.37 0.36 2.78

    Items Reporting period Same period of last year Increase/decrease (%)

    Sales turnover 765,386,616.25 577,748,701.77 32.48

    Net profit attributable to shareholders of listed company 18,445,684.38 9,265,540.95 99.08

    Net cash flow arising from operating activities 47,910,849.17 (17,067,388.48) 380.72

    Net cash flow per share arising from operating activities 0.04 (0.02) 300.00

    Basic earnings per share 0.02 0.01 100.00

    Diluted earnings per share 0.02 0.01 100.00

    Weighted average return on equity 4.54% 2.50% 2.04

    Weighted average return on equity after deducting

    extraordinary gains and losses 3.61% 1.74% 1.87

    Items of extraordinary gains and losses

    Unit: RMB Yuan

    Items Amount from 1 Jan. to 31 Mar. 2010

    Gains on disposal of non-current assets 2,859,362.31

    Government grant recognized in current year, except for those acquired in the ordinary course

    of business or granted continuously in certain standard quota according to relevant national

    laws and regulations

    1,260,563.47

    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 other than effective hedging business related

    to normal operation business of the Company

    333,031.31

    Other non-operating income and expense other than abovementioned 816,994.28

    Income tax of extraordinary gains and losses (238,299.21)

    Net profit after deducting extraordinary gains and losses attributable to minority shareholders (1,233,272.02)

    Total 3,798,380.14

    Explanation on important items of extraordinary gains and losses: N/A3

    2.2 Total number of shareholders at the end of the reporting period and statement on shares held by

    the top ten shareholders holding tradable shares

    Unit: Share

    Total number of shareholders

    33604

    Shares held by top ten tradable shareholders

    No. Name of shareholders Number of tradable share 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 46,214,902 B-share

    4 TIMMERTON CO INC 14,505,644 B-share

    5 CSC SECURITIES (HK) LTD. 6,432,179 B-share

    6 CHEN YONG QING 5,854,989 B-share

    7 CHEN LI JUAN 5,694,746 B-share

    8 HE JIAN XIONG 4,439,551 B-share

    9 TSAI SHU HUI 4,294,433 B-share

    10 CHEN YONG QUAN 3,643,844 B-share

    Explanation on related relationship and action-in-concert among

    above mentioned shareholders

    The top three shareholders are the controlling shareholders. Tsai

    Shuhui is a spouse of Wu Tsann Kuen, 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.4

    §3 Significant Events

    Sales of assets

    The Company disclosed the Public Notice on Selling Some Operation Assets of Accessory Factory

    by Controlling Subsidiary Zhangzhou Tsann Kuen, the Public Notice on Progress of Sales of Some

    Operation Assets of Accessory Factory By Controlling Subsidiary and New Asset Sale, and the

    Public Notice on Progress of Sales of Some Operation Assets of Accessory Factory by Controlling

    Subsidiary and Another New Asset Sale on Securities Times, HK Ta Kung Pao and

    http://www.cninfo.com.cn respectively on 29 Jul. 2009, 21 Jan. 2009 and 28 Apr. 2009. As at 31

    Mar. 2010, the relevant progress is as follows:

    Unit: RMB 0’000

    Transaction

    party

    Asset sold

    Date of

    selling

    Selling

    price

    Net profit

    contributed by the

    sold asset to the

    Company from the

    year-begin to the

    selling date

    Gains and

    losses

    arising

    from such

    sale

    Related

    transaction

    or not

    Explanation

    on pricing

    principle

    Property right

    of asset was

    transferred or

    not

    Relevant

    credits and

    liabilities were

    transferred or

    not

    Related

    relationship

    Xiamen

    Pinrui

    Hardware

    equipment 31 Jan. 2010 60.00 9.30 9.30

    Hongyuan

    Electronic

    Electronic

    equipment 31 Jan. 2010 71.67 31.35 31.35

    Zhangzhou

    Ruicheng

    Die casting

    equipment 31 Jan. 2010 11.00 1.10 1.10

    Suzhou

    YIFAN

    Bakelite

    equipment 31 Jan. 2010 4.00 3.92 3.92

    Xiamen

    Jingjing

    Die casting

    equipment 31 Jan. 2010 8.65 0.99 0.99

    Yes Yes

    Zhangzhou

    Shengyuan

    Hardware

    equipment 28 Feb. 2010 142.60 9.14 9.14 No No

    Longhai

    Yingfa

    Bakelite

    equipment 28 Feb. 2010 171.17 15.59 15.59 No No

    Longhai

    Yingfa

    Bakelite

    equipment 28 Feb. 2010 0.71 0.61 0.61 Yes Yes

    Zhangzhou

    Bo’er

    Die casting

    equipment 28 Feb. 2010 163.30 (17.45) (17.45)

    Zhangzhou

    Xiangkun

    Hardware

    equipment 31 Mar. 2010 221.38 9.84 9.84

    Zhangzhou

    Lanboni

    Injection molding

    equipment 31 Mar. 2010 173.00 17.50 17.50

    No No

    Zhangzhou

    Hongkun

    Injection molding

    equipment 31 Mar. 2010 0.50 0.43 0.43 Yes Yes

    Zhangzhou

    Hewang

    Bakelite

    equipment 31 Mar. 2010 155.44 7.89 7.89 No No

    Xiamen

    Jingjing

    Bakelite

    equipment 31 Mar. 2010 25.34 4.07 4.07 Yes Yes

    Zhangzhou

    Kerui

    Die casting

    equipment 31 Mar. 2010 115.00 23.42 23.42 No No

    Zhangzhou

    Kerui

    Die casting

    equipment 31 Mar. 2010 2.96 0.40 0.40

    Zhangzhou

    Ruicheng

    Die casting

    equipment 31 Mar. 2010 0.50 0.35 0.35

    Xiamen

    Jingjing

    Die casting

    equipment 31 Mar. 2010 5.70 0.89 0.89

    Non-related

    company

    The

    transaction

    prices were

    decided

    based on

    the principle

    of being

    above the

    net book

    value, as

    well as

    based on

    the

    assessment

    and market

    prices.

    Yes Yes

    Non-related

    company

    Total 1332.92 119.34 119.345

    3.1 Significant changes in major accounting data, financial highlights and reasons for these changes.

    √Applicable □Non-applicable

    Unit: RMB’0000

    No. Items Closing

    amount

    Opening

    amount

    Increase/

    decrease

    %

    Notes to reason for the change

    1 Monetary funds 44,950.64 63,227.47 -28.91% Repayment of borrowings to the bank and

    the controlling shareholder in Jan. 2010.

    2 Transaction financial

    assets 74.47 158.87 -53.13%

    The transaction financial assets were due,

    the part of which was recognized under the

    item “investment income”.

    3 Other receivables 4,312.02 1,485.31 190.31%

    The Company failed to receive tax refunds

    of RMB 18.94 million due to upgrade of tax

    system for export tax rebate in March 2010.

    4 Financial assets available

    for sale 43.12 29.36 46.86%

    The equities of Shanghai Join Buy Co., Ltd.

    that were not controlled, jointly controlled

    or had a significant influence belonged to

    the item of financial assets available for

    sale. And the difference between the fair

    value and book value of such equities was

    included in the capital reserve.

    5 Construction in progress 569.04 465.60 22.22% Increase of mould contract, resulting in

    payment of initial and interim payment

    6 Long-term deferred

    expense 101.64 129.48 -21.50% Influence of amortization amount in the first

    quarter.

    7 Notes payable 7,174.59 5,637.03 27.28% Increase of operating revenue, as well as

    increase in relevant items year-on-year.

    8 Advances from customers 1,971.80 1,468.00 34.32% Increase of operating revenue, as well as

    increase in relevant items year-on-year.

    9 Other payables 8,527.02 25,653.17 -66.76% Repayment of USD 23 million to the

    controlling shareholder.

    10 Long-term borrowing due

    within one year 0.00 6,828.20 -100.00% loan repayment due to expiration

    11 Accrued liabilities 88.42 161.90 -45.39%

    Exemption agreements were signed between

    the Company and suppliers in succession,

    resulting in writing back accrued liabilities.

    No. Items Jan. –Mar.

    2010 Jan.-Mar.2009

    Increase/

    decrease

    %

    Notes to reason for the change

    1 Sales turnover 76,538.66 57,774.87 32.48% Economic recovery, resulting in increase of

    operating revenue

    2 Operating cost 66,544.99 49,996.84 33.10% Increase of operating revenue, as well as

    increase in relevant items year-on-year.

    3 Sales expense 2,591.08 1,684.40 53.83% Export expense increased by 19%, and

    increase of commission and claim payment.

    4 Financial expense (136.65) 192.96 -170.81% Year-on-year decrease in exchange, interest

    income and bank commission.

    5 Loss on assets impairment 135.42 (57.46) -335.70%

    Accounts receivable of RMB 1.35 million

    was withdrawn as bad debt according to the

    accounting policy in this reporting period,

    while long-term accounts receivable of

    RMB 1.53 million was written back due to

    the change of accounting policy over the

    same period of last year.

    6 Income from change in

    fair value (84.40) 40.02 -310.90% Due financial assets was recognized under

    the item “investment income”.

    7 Investment income 118.45 0.75 15693.84% Due financial assets was recognized under

    the item “investment income”.

    8 Non-operating expenses 18.33 102.91 -82.19%

    Donation outlay at the same period of last

    year and loss on sale of assets amounting to

    RMB 830,000.6

    3.2 Process of significant events and influence, as well as analysis and explanation on resolving proposal

    √Applicable □Non-applicable

    As for Transfer Equities of EUPA Industry Corporation Ltd and related transaction, please refer to

    the Public Notice on Transferring Equities of EUPA Industry Corporation Ltd and Related

    Transaction published on Securities Times, Ta Kung Pao and http://www.cninfo.com.cn on 26 Mar.

    2006 for details, as at the report date, the relevant progress is as below:

    In accordance with mode of payment stipulated in the Item II of the Equity Transfer Agreement, the

    party B should pay down-payment to the party A within 10 days from the date of approval by the

    department authorized by the government after the Agreement was signed. At present, the Company

    got the Approval Letter on 12 Apr. 2010. On 13 Apr. 2010, the Company received the first

    installment amounting to USD 580,000 from SINO Global Development .

    Zhangzhou Tsann Kuen, subsidiary of the Company, and Longhai Chaoda Industrial Co., Ltd

    (hereinafter refer to as “Chaoda”) has signed Cooperation Framework Agreement, Agreement on

    Transfer and Lease of Working Assets etc. on 12 Apr. 2008, on which contracted that Zhangzhou

    Tsann Kuen would purchase products from Chaoda; meanwhile, it contracted that Chaoda would

    purchase and lease equipment from Zhangzhou Tsann Kuen, and will hired workshop of Zhangzhou

    Tsann Kuen which locate Longchi Development Zone to put in production.

    On 3 Nov. 2009, Chaoda sued to Fujian Zhangzhou Intermediate People’s Court, claimed to

    eliminate agreement on purchase & sales and lease, and claimed Zhangzhou Tsann Kuen returned

    payment for equipment transfer and rent totaling RMB 8,174,960; and requested the court to judge

    that Zhangzhou Tsann Kuen compensate its loss totaling RMB 12.6 million and return deposit of

    RMB 200,0000. Object of the two cases totaled RMB 20,974,960.

    Zhangzhang Tsann Kuen requested the court to dismiss all the claims except for protest against

    violation of Longda. Meanwhile, Zhangzhou Tsann Kuen appealed counterclaim and requested

    Longda pay balance of RMB 4,042,110.00 for equipment transfer.

    As for the report day, the intermediate people's court of Zhangzhou Municipality had heard the said

    two principal claims raised by Longhai Chaoda and counterclaim raised by Zhangzhou Tsann Kuen.

    As for case of equipment, the court confirmed that Chaoda failed to pay the transfer payment for

    equipment amounting to RMB 4,042,110 to Zhangzhou Tsann Kuen, and shall make an inventory to

    the equipment in the near future. As for the case of default losses, Longhai Chaoda only provided

    the data calculated by it through its conjecture without warranty by the facts. At present, the said

    case is on the docket for the final judgment from the Court.

    3.3 Special commitments made by the company, shareholders and actual controllers

    □Applicable √Non-applicable

    3.4 Warnings of possible loss or large-margin change of the accumulated net profit made during the

    period from the beginning of the year to the end of the next report period compared with the same

    period of the last year according to prediction, as well as explanations on the reasons

    □Applicable √Non-applicable

    3.5 Other significant events need to be explained

    3.5.1 Securities investment

    □Applicable √Non-applicable7

    3.5.2 Equity of other listed companies held by the Company

    √Applicable □Non-applicable

    Unit: (RMB) Yuan

    Stock

    code

    Short form

    of stock

    Initial

    investment

    Ratio to

    equity of

    invested

    company (%)

    Book value at

    year-end

    Profit and

    loss in the

    reporting

    period

    Change of

    owners’

    equity in the

    report period

    Accounting

    item

    Source of

    stock

    600838 Shanghai

    Jiubai

    30,700.00 0.01 431,222.40 0 107,321.76

    Financial

    assets

    available

    for sale

    Corporation

    share

    Total 30,700.00 0.01 431,222.40 0 107,321.76

    3.5.3 Reception of research, interviews and visits in the reporting period

    In the report period, according to Guidelines on Fair Information Disclosure of Listed Companies,

    the Company and the persons charged with the information disclosure strictly followed the principle

    of fair information disclosure, didn’t conduct treatment difference policy, neither did they disclose

    important information of the Company which didn’t publish to any particular object privately by

    choice in the process of investigation and visit acceptance. The details were as follows:

    Reception time Reception place Reception

    way

    Reception

    object

    Major discussion content and the information

    provided by the Company

    19 Jan. 2010 Telephone Miss Fang Operation status of the Company

    25 Feb.2010

    Company office

    Telephone Mr. Ding Operation status of the Company

    3.5.4 Explanation on other significant events

    3.5.4.1 The Company did not provide capital to its controlling shareholder or other related parties or

    external guarantee in violation of prescribed procedures.

    3.5.4.2 There was no shareholding increase plans put forward or carried out in the reporting period

    by shareholders holding over 30% shares of the Company.

    3.5.4.3 Significant contract in the reporting period

    √Applicable □Non-applicable

    I. Zhangzhou Tsann Kuen, the controlling subsidiary of the Company, entered into Cooperation

    Framework Agreement, Purchase Agreement on Operation Assets and Agreement of Supply of Raw

    Materials for Production with Shanghai Sigma Metals Inc. (hereinafter referred to as Shanghai

    Sigma) on Dec. 31, 2006 and the main contents of agreements include: Expect for sale of the

    operation assets, Zhangzhou Tsann Kuen would transfer the business opportunities to Shanghai

    Sigma with the total transaction amount of RMB 100 million, which becomes the main supplier of

    raw materials of aluminum products purchased by the Company later, settlement price per ton

    would be determined according to decreasing amount and proportion stipulated by two parties. In

    accordance with Purchase Agreement on Operation Assets, Shanghai Sigma would pay the first

    installment amounting to RMB 38 million, the rest RMB 62 million would be deducted from the

    processing expense for molten aluminum by the month, which Zhangzhou Tsann Kuen entrusted

    Shanghai Sigma to do production. Zhangzhou Tsann Kuen committed that it shall, within three

    years following Agreement of Supply of Raw Materials for Production into force, purchase molten

    aluminum (aluminum pig) from Shanghai Sigma with purchase volume not less than 70% of total8

    demands of Zhangzhou Tsann Kune for molten aluminum (aluminum pig). In case of expiration of

    three year, because of a shortage of orders, Zhangzhou Tsann Kuen fails to deducted fully the

    balance from processing expense, it shall agree to give extension to Agreement of Supply of Raw

    Materials for Production, the balance owed shall continue to deduct through business cooperation

    till full deduction. If executive termination due to responsibility of Zhangzhou Tsann Kuen, the

    balance owed shall not be paid by Shanghai Sigma, if executive termination due to responsibility of

    Shanghai Sigma, the balance owed shall be paid by Shanghai Sigma one-off.

    The above contract has been expired on 28 Feb. 2010, for the purpose of keeping the normal

    operation of the both parties, both the Company and Shanghai Sigma was negotiating about renewal

    of the contract. As at the balance sheet date, the balance of RMB 39,746,220.40 failed to be carried

    down, and was included in the subject of “long-term accounts receivable” and “other non-current

    liabilities” for calculation.

    II. Zhangzhou Tsann Kuen, subsidiary of the Company, and some supporting manufacturers signed

    agreement on purchase of raw materials and parts & accessories with the bottom amount. The

    agreement stimulated that the balance would return to manufactures with discount on purchase in

    case that the actual purchase amount was lower than the bottom amount. Up to the balance sheet

    date, Zhangzhou Tsann Kuen and some of supporting manufacturers signed supplementary

    agreement on exemption, and withdrew accrued liabilities totaling RMB 884,161.90 for supporting

    manufacturers who had not sign agreement on exemption yet according to agreement.

    3.5.5 Changes in scope of consolidation

    1. Reduction of subsidiary companies in current period

    □Applicable √Non-applicable

    2. Additional subsidiary companies in current period

    √Applicable □Non-applicable

    Unit: RMB Yuan

    Name Date Closing net

    assets

    Profit as of reporting

    period

    The scope of consolidation and

    reason for change

    Shenzhen Canbao Commerce &

    Trade Co., Ltd. 29 Mar. 2010 1,000,000.00 0.00

    Subsidiary newly established,

    the Company holds 74.25% of

    shares of this company indirectly

    Shenzhen Canbao Commerce & Trade Co., Ltd. (hereinafter referred to as “Shenzhen Canbao”) was

    established by Shanghai Star Travel Commerce & Trade Co., Ltd., the subsidiary of South Port

    Electronics (the subsidiary of the Company), through capital contribution in monetary funds on 29

    Mar. 2010. The registered capital of Shenzhen Canbao is RMB 1,000,000.00. Shanghai Star Travel

    Commerce & Trade Co., Ltd. holds 100% equities of Shenzhen Canbao.

    3.6 Derivative Investment

    √Applicable □Non-applicable

    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—Zhangzhou

    Tsann Kuen 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.

    Zhangzhou Tsann Kuen Enterprise Co., Ltd., the Company’s holding subsidiary, established the

    Management Procedures for Trading Derivative Financial Products after the Procedures was9

    approved by the Board Meeting on 6 Mar. 2008.

    Analysis on risks and control

    measures of derivative products

    held in the report period

    (including but not limited to

    market risk, liquidity risk, credit

    risk, operation risk, law risk,

    etc.)

    1. Analysis on risks from holding of derivative products: gains or losses from difference between

    contracted exchange rate and market exchange rate on value date.

    2. Control measures:

    (1) Principle: total amount of whole contracted derivative financial commodities will not exceed sum of

    net position (net position: total foreign currency assets- total foreign currency liabilities) of current

    assets liabilities plus net position arising from business of the Company in the next 6 months.

    (2) Separation of post: separation of post of trader, dealer and authorization.

    (3) Normalization of procedure: trader should offer sufficient market information and risks to people

    who was authorized, clarify possible risks, consider feasibility of transaction when sign the contract, and

    complete derivative financial commodities trade with authorization. Documents referring to contract

    trade need examination of legal affairs ministry, and the dealer will requested to be authorized when

    complete business transaction.

    (4) Periodic evaluation: 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: contracted losses mustn’t exceed 6% of total trading amount.

    (6) Audit system: Audit ministry audits derivative audit trade of derivative financial products

    periodically and submit audit report.

    Changes of market prices or fair

    values in the report period of the

    invested derivatives. And the

    analysis on the fair value of the

    derivatives should include the

    specific use methods and the

    relevant assumptions and

    parameters.

    (1) Gains and losses effected by completed transaction amount of derivative products was RMB 1.177

    million, and loss from undelivered transaction was RMB 0.844 million in the report period;

    (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.

    Whether significant changes

    occurred to the Company’s

    accounting policy and specific

    accounting principles of

    derivatives in the report period

    compared to the previous report

    period

    There were 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.

    Specific opinion from

    independent directors, sponsors

    or financial consultants on the

    Company’s derivatives

    investment and risk control

    Derivative investment, which was operated by Zhangzhou Tsann Kuen, controlling subsidary of the

    Company, was performance of signed contract. Then they will execute the examination and review

    procedure of the Board Meeting or Shareholder’s Meeting in accordance with regulations and execute

    obligation of information disclosure in time.

    3.6.1 Derivatives held as at the end of the report period

    √Applicable □Non-applicable

    Unit: RMB Yuan

    Type of contract Beginning contract

    amount

    Closing contract

    amount

    Gain or loss in the

    reporting period

    Proportion of the closing

    contract amount in the

    closing net assets of the

    Company (%)

    Forward foreign

    exchange trade 33,966,028.92 15,253,243.86 (846,506.90) 3.67%

    Forward transaction 136,619,000.00 238,986,000.00 2,500.00 57.53%

    Total 170,585,028.92 254,239,243.86 (844,006.90) 61.20%10

    §4 Attachment

    4.1 Balance sheet

    TSANN KUEN (CHINA) ENTERPRISE CO. LTD

    Balance Sheet (Un-audited)

    As at Mar. 2010

    Unit: RMB Yuan

    Closing Amount Opening amount

    Assets

    Consolidation Parent Company Consolidation Parent Company

    Current Assets:

    Monetary Funds 449,506,398.97 1,397,533.13 632,274,671.72 494,441.23

    Tradable financial assets 744,654.48 1,588,661.38

    Notes receivable 5,315,920.93 5,851,328.67

    Account receivables 403,500,630.37 389,834,241.91

    Advances to suppliers 5,204,311.02 249,613.95 4,382,912.72 48,231.48

    Interest receivables

    Dividends receivable

    Other receivables 43,120,226.63 3,059,347.59 14,853,085.85 230,037.15

    Inventories 379,546,001.19 350,258,713.95

    Non-current assets due within

    one year

    Other current assets

    Total current assets 1,286,938,143.59 4,706,494.67 1,399,043,616.20 772,709.86

    Non-current assets:

    Available-for-sale financial

    assets 431,222.40 431,222.40 293,630.40 293,630.40

    Held-to-maturity investments

    Long-term account receivables 110,787,593.21 99,661,083.56

    Long-term equity investments 40,000.00 1,005,105,478.85 40,000.00 1,005,105,478.85

    Investment properties 32,035,975.49 34,666,291.79 33,666,204.47 35,507,404.55

    Fixed assets 467,449,095.35 18,277,864.31 519,670,147.89 19,068,274.15

    Construction in progress 5,690,411.65 3,940,834.04 4,656,021.02 3,632,934.04

    Construction materials

    Liquidation of fixed assets

    Production biology assets

    Oil and gas assets

    Intangible assets 26,907,741.83 20,076,831.69 27,735,258.23 20,330,648.46

    Development expenses

    Goodwill 996,979.09 996,979.09

    Long-term deferred assets 1,016,435.09 119,583.10 1,294,834.29 126,758.11

    Deferred income tax assets 28,519,339.45 30,706,491.08

    Other non-current assets

    Total non-current assets 673,874,793.56 1,082,618,106.18 718,720,650.03 1,084,065,128.56

    Total assets 1,960,812,937.15 1,087,324,600.85 2,117,764,266.23 1,084,837,838.4211

    TSANN KUEN (CHINA) ENTERPRISE CO. LTD

    Balance Sheet –Con. (Un-audited)

    As at 31 Mar. 2010

    Unit: RMB Yuan

    Closing Amount Opening amount

    Assets

    Consolidation Parent Company Consolidation Parent Company

    Current liabilities:

    Short-term loans

    Tradable financial liabilities

    Notes payables 71,745,934.21 56,370,310.39

    Account payables 871,195,884.97 728,829.66 837,178,756.46 1,665,294.11

    Advances from customers 19,718,012.60 14,680,017.93

    Payroll payables 40,678,628.18 120,832.94 48,929,470.49 113,858.79

    Taxes and fares payable 49,906,605.18 68,937,781.02 40,091,138.11 68,631,609.07

    Interest payables

    Dividend payables

    Other account payables 85,270,235.83 613,000,436.26 256,531,703.89 616,799,841.82

    Non-current liabilities due within

    one year 68,282,000.00

    Other current liabilities

    Total current liabilities 1,138,515,300.97 682,787,879.88 1,322,063,397.27 687,210,603.79

    Non-current liabilities:

    Long-term borrowings

    Bond payable

    Long-term account payable

    Deferred incomes

    Accrued liabilities 884,161.90 1,618,986.20

    Deferred income tax liabilities 199,813.11 88,114.93 296,143.90 57,844.69

    Other non-current liabilities 44,871,698.78 40,106,220.40

    Total non-current liabilities 45,955,673.79 88,114.93 42,021,350.50 57,844.69

    Total liabilities 1,184,470,974.76 682,875,994.81 1,364,084,747.77 687,268,448.48

    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 125,321,312.59 123,797,588.87 125,213,990.83 123,690,267.11

    Less: inventory shares

    Surplus reserve

    General risk reserve

    Retained earnings (821,943,155.69) (831,699,059.83) (840,347,470.50) (838,470,954.17)

    Exchange difference (314,611.29) (651,220.33)

    Total equity attributable to the

    holders of parent company 415,413,622.61 404,448,606.04 396,565,377.00 397,569,389.94

    Minority interests 360,928,339.78 357,114,141.46

    Total shareholders’ equity 776,341,962.39 404,448,606.04 753,679,518.46 397,569,389.94

    Total liabilities and shareholders’

    equity 1,960,812,937.15 1,087,324,600.85 2,117,764,266.23 1,084,837,838.42

    Prepared by Tsann Kuen (China) Enterprise Co., Ltd.

    Legal Representative: Jian Derong CFO: Chen Zongyi Accounting Manager: Chen Zongyi12

    4.2 Income Statement

    Tsann Kuen (China) Enterprise Co., Ltd.

    Income Statement (Un-audited)

    1 Jan.-31 Mar. 2010

    Unit: RMB Yuan

    Jan. – Mar. 2010 Jan. – Mar.2009

    Items

    Consolidation Parent Company Consolidation Parent Company

    I. Total operating revenues 765,386,616.25 1,519,018.01 577,748,701.77 1,467,310.50

    II. Total operating cost 743,281,526.43 2,695,449.83 567,161,640.20 4,134,470.91

    Less: Operating cost 665,449,907.42 1,473,143.30 499,968,355.39 1,436,833.51

    Business taxes and surtax 1,042,276.29 76,031.62 1,122,723.93 73,732.59

    Selling expenses 25,910,761.19 16,844,004.28

    Administrative expenses 50,890,790.47 1,574,840.54 47,871,493.75 1,998,357.36

    Financial costs (1,366,457.41) 22,156.93 1,929,636.45 385,828.92

    Impairment loss of assets 1,354,248.47 (450,722.56) (574,573.60) 239,718.53

    Add: Gains from the fair value changes (The loss

    is listed beginning with “-“) (844,006.90) 400,184.39

    Investment income (The loss is listed beginning

    with “-“) 1,184,538.21 7,849,213.97 7,500.00 7,500.00

    Including: the investment income from associated

    and joint ventures enterprises

    III. Operating profit 22,445,621.13 6,672,782.15 10,994,745.96 (2,659,660.41)

    Add: Non-operating income 5,120,196.58 99,112.19 4,690,529.35 526,848.45

    Less: Non-operating expense 183,276.52 1,029,050.35 (3,125.79)

    Including: Loss from disposal of non-current

    assets 183,276.52 831,805.87

    IV. Total profits (The loss is listed beginning with

    “-“) 27,382,541.19 6,771,894.34 14,656,224.96 (2,129,686.17)

    Less: Income tax expense 2,453,123.41 1,903,026.99

    V. Net profits (the net loss is listed beginning with

    “-”) 24,929,417.78 6,771,894.34 12,753,197.97 (2,129,686.17)

    Net profits attributable to equity holders of the

    parent company 18,445,684.38 6,771,894.34 9,265,540.95 (2,129,686.17)

    Minority interests 6,483,733.40 3,487,657.02

    VI. Earnings per share

    1. Basic earnings per share 0.02 0.01

    2. Diluted earnings per share 0.02 0.01

    VII. Other comprehensive gains 443,930.80 (110,357.50)

    VIII. Total comprehensive gains 25,373,348.58 6,771,894.34 12,642,840.47 (2,129,686.17)

    Attributable to shareholders of parent company 18,889,615.18 6,771,894.34 9,155,183.45 (2,129,686.17)

    Attributable to minority shareholders 6,483,733.40 3,487,657.02

    Prepared by Tsann Kuen (China) Enterprise Co., Ltd.

    Legal Representative: Jian Derong CFO: Chen Zongyi Accounting Manager: Chen Zongyi13

    4.3 Cash Flow Statement

    Tsann Kuen (China) Enterprise Co., Ltd.

    Cash Flow Statement (Un-audited)

    1 Jan.-31 Mar. 2010

    Unit: RMB Yuan

    Jan. – Mar. 2010 Jan. – Mar.2009

    Items Consolidation Parent Company Consolidation Parent Company

    I. Cash flows from operating activities:

    Cash received from sales of goods or rendering of services 757,929,692.49 694,634,048.06

    Tax refund 49,601,510.57 39,832,838.47

    Cash received related to other operating activities 20,767,380.01 10,860,348.65 20,812,493.27 9,571,107.36

    Subtotal of cash inflow 828,298,583.07 10,860,348.65 755,279,379.80 9,571,107.36

    Cash paid for purchasing goods and receiving services 600,565,170.61 629,930,367.48 97,875.24

    Cash paid to and on behalf of employees 88,976,481.56 8,814,086.55 82,053,671.94 8,049,475.30

    Tax payments 6,505,020.50 1,017,765.88 4,604,107.30 844,585.11

    Cash paid to other operating activities 84,341,061.23 9,149,387.14 55,758,621.56 2,287,988.26

    Subtotal of Cash outflow 780,387,733.90 18,981,239.57 772,346,768.28 11,279,923.91

    Net cash flow arising from operating activities 47,910,849.17 (8,120,890.92) (17,067,388.48) (1,708,816.55)

    II. Cash flows from investing activities

    Cash received from disposals of investments

    Cash received from returns on investments 7,500.00 7,849,213.97 7,500.00 7,500.00

    Net cash received from disposals of fixed assets and

    intangible assets 5,820,974.43 5,013,299.10

    Net cash received from disposal of subsidiaries and

    other business units

    Cash received related to other investing activities

    Subtotal of cash inflow 5,828,474.43 7,849,213.97 5,020,799.10 7,500.00

    Cash paid to purchase fixed assets, intangible assets

    and other long-term assets 8,663,435.33 1,240,357.88 11,903,131.66

    Cash paid for investments 222,000.00 5,000,000.00

    Net cash paid to acquire subsidiaries and other business

    units

    Cash paid to other investing activities

    Subtotal of Cash outflow 8,885,435.33 1,240,357.88 11,903,131.66 5,000,000.00

    Net cash flow arising from investing activities (3,056,960.90) 6,608,856.09 (6,882,332.56) (4,992,500.00)

    III. Cash flows from financing activities

    Cash received from absorbing investments

    Including: Cash received from subsidiary absorbing

    investments from minority shareholders

    Cash received from borrowings 198,581,782.40 157,261,700.00

    Cash received related to other financing activities 160,000,000.00 120,000,000.00

    Subtotal of cash inflow 0.00 160,000,000.00 198,581,782.40 277,261,700.00

    Repayment of loans or debts 225,948,239.46 157,577,962.02 293,362,263.82 274,400,368.22

    Cash paid for dividends, profits, or interests 2,352,514.18

    Including: Dividends and profits paid by subsidiaries to

    minority shareholders 2,352,514.18

    Cash paid to other financing activities

    Subtotal of Cash outflow 228,300,753.64 157,577,962.02 293,362,263.82 274,400,368.22

    Net cash flow arising from financing activities (228,300,753.64) 2,422,037.98 (94,780,481.42) 2,861,331.78

    IV. Effects on cash and cash equivalents from the

    change of foreign exchange rates (151,457.62) (6,911.25) (1,913,245.04) (49,428.08)

    V. Net increase in cash and cash equivalents (183,598,322.99) 903,091.90 (120,643,447.50) (3,889,412.85)

    Add: beginning balance of cash and cash equivalents 540,739,906.30 494,441.23 399,276,546.68 4,939,594.77

    VI .Ending balance of cash and cash equivalents 357,141,583.31 1,397,533.13 278,633,099.18 1,050,181.92

    Prepared by Tsann Kuen (China) Enterprise Co., Ltd.

    Legal Representative: Jian Derong CFO: Chen Zongyi Accounting Manager: Chen Zongyi14

    4.4 Auditor’s report

    Auditor’s opinion: un-audited

    Board of Directors of

    TSANN KUEN (CHINA) ENTERPRISE CO., LTD

    Chairman of the Board: Jian Derong

    17 Apr. 2010