TSANN KUEN (CHINA) ENTERPRISE CO., LTD REPORT FOR THE FIRST QUARTER OF 2012 §1 Important Notes 1.1 The Board of Directors, the Supervisory Committee as well as directors, supervisors and senior executives of TSANN KUEN (CHINA) ENTERPRISE CO., LTD. (hereinafter referred to as “the Company”) guarantee that this report does not contain any false information, misleading statement or material omission and will take individual and/or joint liabilities for the factuality, accuracy and completeness of this report. 1.2 No directors, supervisors or senior executives have demonstrated uncertainty or disagreement about the factuality, accuracy and completeness of the quarterly report. 1.3 Seven directors were supposed to attend the board session for reviewing this report and six of them actually did. Independent Director Tu Liandong was on a business trip overseas and thus entrusted Independent Director Ge Xiaoping to attend the session and vote on behalf of him. 1.4 Financial statements for the first quarter of 2012 have not been audited by an accounting firm. 1.5 Mr. Jian Derong, Chairman of the Board, and Mr. Chen Zongyi, Accounting Manager, jointly guarantee that the financial statements enclosed in the quarterly report is factual 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 Stock abbr. Min Tsann Kuen B Stock code 200512 Company Secretary Securities Representative Name Sun Meimei TSANN KUEN Industrial Park, Longchi Contact address Development Zone, Zhangzhou, Fujian Province, PRC Telephone 0596-6268103 Fax 0596-6268104 E-mail mm_sun@tkl.tsannkuen.com 1 2.1 Main accounting data and financial indices Unit: RMB Yuan Increase/decrease Items 31 Mar. 2012 31 Dec. 2011 (%) Total assets (Yuan) 1,922,619,486.79 1,916,130,287.89 0.34 Owners’ equity attributable to shareholders of the 460,085,158.39 470,858,567.38 (2.29) Company (Yuan) Share capital (share) 1,112,350,077.00 1,112,350,077.00 0.00 Net assets per share attributable to shareholders of 0.41 0.42 (2.38) the Company (Yuan/share) Increase/decrease Items Jan.-Mar. 2012 Jan.-Mar. 2011 (%) Gross revenue (Yuan) 468,654,073.31 664,479,506.22 (29.47) Net profit attributable to shareholders of the (10,773,006.24) 15,656,510.21 (168.81) Company (Yuan) Net cash flows from operating activities (Yuan) (58,560,008.93) 12,626,802.27 (563.78) Net cash flows per share from operating activities (0.05265) 0.0100 (626.50) (Yuan/share) Basic EPS (Yuan/share) (0.0100) 0.0141 (170.92) Diluted EPS (Yuan/share) (0.0100) 0.0141 (170.92) Weighted average ROE (%) -2.31% 3.34% (5.65) Weighted average ROE after deducting non-recurring -3.26% 0.64% (3.90) gains and losses (%) 2.1.1 Items of non-recurring gains and losses Unit: RMB Yuan Amount from 1 Jan. – 31 Mar. Items 2012 Gains on disposal of non-current assets 802,567.95 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 78,400.00 national laws and regulations 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, 4,697,304.21 tradable financial liabilities and available-for-sale financial assets other than effective hedging business related to normal operation business of the Company Other non-operating income and expense other than above mentioned 98,423.28 Income tax of non-recurring gains and losses 0.00 Net profit attributable to minority shareholders after deducting non-recurring gains and (1,385,036.31) losses Total 4,291,659.13 Explanation on important items of non-recurring gains and losses: N/A 2 2.2 Total number of shareholders and shares held by the top ten shareholders not subject to trading moratorium at the end of the reporting period Unit: Share Total number of shareholders at the end of the reporting period 32,841 Shares held by the top ten shareholders not subject to trading moratorium Seria Shares not subject to trading Type of share l No. Name of shareholder moratorium held at the period-end 1 FORDCHEE DEVELOPMENT LIMITED 323,643,179 B share 2 EUPA INDUSTRY CORPORATION LIMITED 153,802,306 B share 3 FILLMAN INVESTMENTS LIMITED 27,729,575 B share 4 TIMMERTON CO INC 14,505,644 B share 5 CHEN YONGQUAN 10,012,483 B share 6 CHEN LIJUAN 6,076,746 B share 7 CHEN YONGQING 5,889,589 B share SHANGHAI HONG KONG INTERNATIONAL B share 8 4,810,002 SECURITIES LIMITED 9 CSC SECURITIES (HK) LTD 4,480,379 B share 10 CAI SHUHUI 4,294,433 B share The top three shareholders are the Company’s corporate controlling shareholders. It is unknown to the Company whether there exists Explanation on associated relationship among the associated relationship among the shareholders above or they are above-mentioned shareholders or acting-in-concert acting-in-concert entities as stipulated in the Administrative Measures on Information Disclosure of Changes in Shareholding of Listed Companies. §3 Significant Events 3.1 Significant changes in main accounting statement items and financial indicators as well as reasons for these changes √Applicable □Non-applicable Unit: RMB Yuan Serial No. Items Closing amount Opening amount +/-% Main reasons for the change 1 Notes receivable 5,553,350.00 2,979,552.00 86.38% Increase of banker’s acceptance bills Accounts 2 252,224,438.72 418,549,674.30 -39.74% Decrease of sales receivable 3 Interest receivable 5,020,153.48 1,646,355.63 204.93% Increase of term deposits Construction in Some construction was completed and moved 4 4,891,501.78 6,821,449.43 -28.29% progress into fixed assets. Short-term 5 107,003,100.00 0.00 100.00% Increase of short-term borrowings from banks borrowings Labor compensation pre-withdrawn last year 6 Payroll payable 31,994,352.32 45,828,794.36 -30.19% was paid in this period. Taxes and fares Export tax refunds last year were received in 7 7,342,867.15 (11,309,225.00) 164.93% payable the reporting period. Increase of intra-Group borrowings from 8 Other payables 199,614,645.26 94,564,576.55 111.09% related parties 3 Serial Items Jan.-Mar. 2012 Jan.-Mar. 2011 +/-% Main reasons for the change No. Due to a weak export market, orders 1 Operating revenues 468,654,073.31 664,479,506.22 -29.47% decreased. Operating revenues decreased and operating 2 Operating costs 419,174,687.17 572,850,476.33 -26.83% costs decreased accordingly. Business taxes and 3 913,732.20 4,257,112.51 -78.54% Tax exempted and withheld decreased. surtaxes 4 Financial costs (5,467,470.70) 995,255.00 -649.35% Interest income increased. Increase of inventory falling price provisions 5 Asset impairment loss 2,948,581.03 338,284.11 771.63% and bad-debt loss Gains on fair value Assessed gains on forward foreign exchange 6 1,045,679.08 12,291,092.07 -91.49% changes (“-”for losses) contracts decreased. Investment income Gains recognized on settled forward foreign 7 3,651,625.13 2,417,462.38 51.05% (“-”for losses) exchange contracts increased. Fixed asset disposal income and subsidy 8 Non-operating income 981,880.74 3,385,133.22 -70.99% income both decreased. Non-operating Fixed asset disposal loss and donations both 9 2,489.51 533,764.37 -99.53% expense decreased. The Company recorded deficit for this period 10 Income tax expense 0.00 4,756,805.06 -100.00% and thus did not have to pay the relevant corporate income tax. Net profit attributable 11 to owners of the (10,773,006.24) 15,656,510.21 -168.81% Sales decreased. Company Net cash flows from 12 (58,560,008.93) 12,626,802.27 -563.78% Sales decreased. operating activities Net cash flows from 13 233,566,600.00 111,138,900.13 110.16% Increase of bank borrowings financing activities 3.2 Progress of significant events as well as their influence and solutions 3.2.1 Non-standard audit opinion □Applicable √Inapplicable 3.2.2 The Company provides funds for the controlling shareholder or its related parties or provides external guarantees in violation of the prescribed procedure □Applicable √Inapplicable 3.2.3 Significant contracts signed and executed concerning routine operation √Applicable □Inapplicable Sales of assets: For details please refer to Public Notice on Sales of Partial Operation Assets of Accessory Factory of Share Controlling Subsidiary Zhangzhou Tsann Kuen, Public Notice on Explanation on Progress of Sales of Partial Operation Assets of Accessory Factory of Share Controlling Subsidiary Zhangzhou Tsann Kuen and New Assets for Sale, and Public Notice on Explanation on Progress of Sales of Partial Operation Assets of Accessory Factory of Share Controlling Subsidiary Zhangzhou Tsann 4 Kuen and New Assets for Sale for the Second Time, which were published on Securities Times, HK Ta Kung Pao and http:// www.cninfo.com.cn respectively on 29 Jul. 2008, 21 Jan. 2009, 28 Apr. 2009 and 28 Apr. 2010. In the reporting period, considering the actual business needs of the supporting manufacturers, the Company sold more equipment in a small quantity, with details as follows: Unit: RMB Ten Thousand Net profit contributed to whether or not Whether or not the Company Gains and Whether a the relevant Explanation the ownership Relationship by the sold losses due related creditor’s rights Transaction party Asset sold Date of sale Selling price on pricing of the involved with the asset from to selling transaction and liabilities principle asset had been Company year-begin to the asset or not had been transferred the date of transferred sale PT. STAR Injection COMGISTIC molding 2012.02.29 641,298.84 18,630.61 18,630.61 INDONESIA equipment Related-party Related-party PT. STAR Other COMGISTIC 2012.3.31 51,432.27 8,454.78 8,454.78 equipment INDONESIA Injection Huizhou Sankyo molding 2012.01.31 33,000.00 7,094.38 7,094.38 Precision Co., Ltd. equipment Fujian Sanxing Machinery & Die casting Electronic 2012.01.31 812,771.64 21,307.97 21,307.97 equipment Equipment Co., Ltd. Xiamen Shangheyang Bakelite 2012.01.31 30,000.00 13,492.69 13,492.69 Plastic Industrial equipment The Co., Ltd. transaction Injection prices were Chen Feiyu molding 2012.01.31 40,000.00 12,047.14 12,047.14 decided equipment based on Zhangzhou the Die casting Ruicheng Metal 2012.01.31 220,000.00 47,677.31 47,677.31 principle of equipment Product Co., Ltd. being Yes Yes Longhai Longchi Injection above the Baoxing Hardware molding 2012.01.31 18,400.00 17,945.30 17,945.30 book value, Processing Factory equipment Non-related as well as Non-related Injection party the party Liliana S.R.L molding 2012.02.29 41,570.10 35,530.00 35,530.00 assessment equipment and market Xiamen Duobite prices. Machinery & Injection Electronic molding 2012.02.29 3,600.00 3,492.95 3,492.95 Technology Co., equipment Ltd. Xiamen Jinshengrong Die casting 2012.02.29 17,000.00 9,728.71 9,728.71 Metal Product Co., equipment Ltd. Zhangzhou Haikun Die casting Metal Product Co., 2012.02.29 35,000.00 19,350.10 19,350.10 equipment Ltd. Zhangzhou Bokun Other Electric Appliance 2012.02.29 42,848.00 22,772.87 22,772.87 equipment Co.,Ltd. Zhangzhou Yixin Die casting Metal Product Co., 2012.02.29 6,100.00 5,982.69 5,982.69 equipment Ltd. 5 Net profit Whether or contributed to Whethe whether or not not the the Company ra Explanatio the relevant Relations Gains and losses ownership of by the sold related n on creditor’s rights hip with Transaction party Asset sold Date of sale Selling price due to selling the involved asset from transact pricing and liabilities the the asset asset had year-begin to ion or principle had been Company been the date of not transferred transferred sale Die Zhangzhou Yufeng Metal casting 2012.02.29 2,000.00 1,961.54 1,961.54 Product Co., Ltd. equipment Die Xiamen Jingjing Metal Product casting 2012.02.29 28,000.00 25,696.58 25,696.58 Co., Ltd. equipment Xiamen Lianfuxin Metal Other 2012.02.29 36,000.00 30,769.23 30,769.23 Materials Co., Ltd. equipment Longhai Longchi Baoxing Hardware 2012.02.29 21,000.00 19,259.83 19,259.83 Hardware Processing Factory equipment Longhai Longchi Baoxing Bakelite 2012.02.29 20,300.00 18,519.58 18,519.58 Hardware Processing Factory equipment Longhai Longchi Baoxing Other 2012.02.29 14,800.00 12,649.57 12,649.57 Hardware Processing Factory equipment Injection Longhai Longchi Baoxing molding 2012.02.29 24,000.00 23,538.46 23,538.46 Hardware Processing Factory equipment Die Zhangzhou Haikun Metal casting 2012.3.31 8,000.00 7,089.74 7,089.74 Product Co., Ltd. equipment Zhangzhou Kunyi Electric Other 2012.3.31 7,000.00 5,982.91 5,982.91 Appliance Co., Ltd. equipment Zhangzhou Kunyi Electric Fitting 2012.3.31 59,200.00 36,304.21 36,304.21 Appliance Co., Ltd. equipment The Fujian Haixiang Travel Other transaction 2012.3.31 60,000.00 46,462.84 46,462.84 prices Transportation Service Co., Ltd equipment were Injection decided Longhai Longchi Baoxing molding 2012.3.31 8,300.00 5,912.86 5,912.86 based on Hardware Processing Factory equipment the Die Non-rel principle Xiamen Zhehui Industry Non-relat casting 2012.3.31 31,000.00 26,803.56 26,803.56 ated of being Yes Yes ed party &Trade Co., Ltd. party above the equipment Injection book Xiamen Suyuan Industry value, as molding 2012.3.31 18,000.00 16,708.33 16,708.33 &Trade Co., Ltd. well as the equipment Die assessmen Zhangzhou Longxinwang t and casting 2012.3.31 8,500.00 7,706.20 7,706.20 Metal Product Co., Ltd. market equipment Longhai Jinxin Metal Industrial Motor prices. 2012.3.31 1,200.00 1,025.64 1,025.64 Co., Ltd. equipment Die Zhangzhou Boer Metal Product casting 2012.3.31 20,000.00 19,615.38 19,615.38 Co., Ltd. equipment Die Zhangzhou Ruicheng Metal casting 2012.3.31 6,000.00 5,884.62 5,884.62 Product Co., Ltd. equipment Die Zhangzhou Ruicheng Metal casting 2012.3.31 15,000.00 12,985.08 12,985.08 Product Co., Ltd. equipment Xiamen Lianfuxin Metal Hardware 2012.3.31 33,600.00 29,692.76 29,692.76 Materials Co., Ltd. equipment Xiamen Lianfuxin Metal Hardware 2012.3.31 30,200.00 29,619.23 29,619.23 Materials Co., Ltd. equipment Longhai Longchi Baoxing Hardware 2012.3.31 18,400.00 18,046.15 18,046.15 Hardware Processing Factory equipment Longhai Longchi Baoxing Hardware 2012.3.31 12,000.00 10,256.41 10,256.41 Hardware Processing Factory equipment Longhai Longchi Baoxing Hardware 2012.3.31 15,400.00 15,103.85 15,103.85 Hardware Processing Factory equipment Die Changtai Huatai Precision casting 2012.3.31 15,000.00 14,711.54 14,711.54 Casting Co., Ltd. equipment Total 2,505,920.84 685,813.62 685,813.62 6 3.2.4 Other □Applicable √Inapplicable 3.3 Commitments made by the Company, its shareholders and actual controller □Applicable √Inapplicable 3.4 Warnings of possible loss or large-margin year-on-year change of the accumulative net profit made during the period from the beginning of the year to the end of the next reporting period according to prediction, as well as explanations on the reasons □Applicable √Inapplicable 3.5 Other significant events 3.5.1 Securities investments □Applicable √Inapplicable 3.5.2 Researches, interviews and visits received in the reporting period In the reporting period, when receiving researches and interviews, the Company and relevant information disclosure obligors abided by the Guidelines for Fair Information Disclosure of Listed Companies, not conducting differential treatments or selectively and privately leaking undisclosed information to certain parties. And the researches and interviews received were detailed as follows: Way of Main discussion and information provided by Time Place Visitor reception the Company Operational status of the Company with no 9 Jan. 2012 By phone Mr. Cai material provided by the Company Company Operational status of the Company with no 29 Feb. 2012 Office By phone Mr.Hu material provided by the Company Operational status of the Company with no 22 Mar. 2012 By phone Mr.Li material provided by the Company 3.6 Derivative investments √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—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 was approved at the board session held on 6 Mar. 2008. 7 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. Analysis on risks and control (2) Separation of post: separation of post of trader, dealer and authorization. measures of derivative products held in the reporting period (3) Normalization of procedure: trader should offer sufficient market information and risks to people (including but not limited towho was authorized, clarify possible risks, consider feasibility of transaction when sign the contract, and market risk, liquidity risk, credit complete derivative financial commodities trade with authorization. Documents referring to contract risk, operation risk, law risk, trade need examination of legal affairs ministry, and the dealer will requested to be authorized when etc.) 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 (1) Gain on settled investments of derivative products was RMB 3,651,600 in the reporting period, and values in the reporting period of gain on unsettled such investments was estimated to be RMB 1,045,700; the invested derivatives. And the (2) The former contracted bank provided monthly sheets of estimated exchange rates for the undue analysis on the fair value of the contracted forward exchanges on the last trading day of the month; derivatives should include the specific use methods and the (3) The profit and loss from fair value changes of the derivative was confirmed according to the relevant assumptions and difference between the contracted amount undue by the month*the estimated exchange rate and the parameters. currency amount when bought in. Whether significant changes occurred to the Company’s accounting policy and specific There were no significant changes between the Company’s accounting policy and specific accounting accounting principles of principles of derivatives in the reporting period and those in the last report period. derivatives in the reporting period compared to the previous report period Specific opinion from Derivative investment, which was operated by Zhangzhou Tsann Kuen, controlling subsidiary of the independent directors, sponsors Company, was performance of signed contract. Then they will execute the examination and review or financial consultants on the procedure of the Board Meeting or Shareholder’s Meeting in accordance with regulations and execute Company’s derivatives obligation of information disclosure in time. investment and risk control 3.6.1 Derivative investments held at the end of the reporting period √Applicable □Inapplicable Unit: RMB Yuan Proportion of the closing Beginning contract Closing contract Gain or loss in the contract amount in the Type of contract amount amount reporting period closing net assets of the Company (%) Forward foreign 4,145,328.97 4,135,545.31 208,929.08 0.90% exchange trade Forward FX sales 631,280,000.00 862,368,500.00 836,750.00 187.44% and purchases Total 635,425,328.97 866,504,045.31 1,045,679.08 188.34% 8 3.7 Other events The Company’s subsidiary Zhangzhou Tsann Kuen signed Cooperation Framework Agreement, Agreement on Transaction of Working Assets, and Supply Agreement on Raw Materials etc. with Shanghai Sigma Metals Co., Ltd. on 31 Dec. 2006. The main content of the agreements were as follows: besides selling working assets, Zhangzhou Tsann Kuen had to transfer business opportunities to Shanghai Sigma, and the total amount of the transactions reached RMB 100,000,000; Shanghai Sigma would act as the Company’s main supplier of raw materials for aluminum products, fixing settlement price in accordance with reduced amount and ratio per ton engaged by both parties. In light of the Agreement on Transaction of Working Assets, Shanghai Sigma paid down payment of RMB 38,000,000, and would monthly deduct and offset the balance of RMB 62,000,000 from processing fee of molten aluminum, which was commissioned to manufacturer by Zhangzhou Tsann Kuen and produced by Shanghai Sigma, in the future. Zhangzhou Tsann Kuen committed to procure molten aluminum or aluminum ingots from Shanghai Sigma with procurement volume no less than 70% of its total demand for molten aluminum or aluminum ingots during the next three years upon the effectiveness of Supply Agreement on Raw Materials. When it comes to the expiry of the aforesaid three years, and the balance still hasn’t been offset completely from the processing fee for the sake of insufficiency of orders from Zhangzhou Tsann Kuen -- Zhangzhou Tsann Kuen will then agree on the extension of Supply Agreement on Raw Materials and offset the rest balance by business cooperation. Shanghai Sigma won’t have to pay the rest balance if the agreement is terminated because of Zhangzhou Tsann Kuen’s fault; or Shanghai Sigma will have to implement one-time payment if the agreement is terminated because of its own fault. The aforesaid agreements had been executed for four years as at the balance sheet date. The rest balance of RMB 39,923,170.80 hadn’t been carried over yet and would be continually deducted and offset in the future. 9 §4 Attachments 4.1 Balance sheet Balance Sheet (Un-audited) As at 31 Mar. 2012 Prepared by Tsann Kuen (China) Enterprise Co., Ltd. Unit: RMB Yuan Closing amount Opening amount Items Consolidation The Company Consolidation The Company Current Assets: Monetary funds 872,906,953.79 11,417,186.22 704,791,892.62 13,757,429.84 Transactional financial assets 5,681,732.30 4,636,053.22 Notes receivable 5,553,350.00 2,979,552.00 Accounts receivable 252,224,438.72 418,549,674.30 Accounts paid in advance 7,859,068.48 85,805.53 6,922,030.17 89,677.02 Interest receivable 5,020,153.48 1,646,355.63 413.89 Dividend receivable Other accounts receivable 41,324,029.01 264,926.45 36,134,933.46 80,906.33 Inventories 317,165,387.03 314,874,172.31 Non-current assets due within 1 year 4,658,840.16 2,717,019.83 Other current assets Total current assets 1,512,393,952.97 11,767,918.20 1,493,251,683.54 13,928,427.08 Non-current assets: Available-for-sale financial assets Held-to-maturity investments Long-term accounts receivable 55,131,374.54 49,751,452.73 Long-term equity investment 40,000.00 990,854,030.83 40,000.00 990,854,030.83 Investing property 64,151,270.60 57,590,569.82 65,585,318.46 58,377,827.95 Fixed assets 257,756,408.00 2,812,546.08 273,192,094.56 3,521,310.33 Construction in progress 4,891,501.78 99,000.00 6,821,449.43 1,278,000.00 Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 3,023,512.26 1,077,560.17 3,514,775.75 1,204,109.34 R&D expense Goodwill Long-term deferred expenses 8,237,721.15 1,453,967.53 6,979,767.93 113,042.04 Deferred income tax assets 16,993,745.49 16,993,745.49 Other non-current assets Total of non-current assets 410,225,533.82 1,053,887,674.43 422,878,604.35 1,055,348,320.49 Total assets 1,922,619,486.79 1,065,655,592.63 1,916,130,287.89 1,069,276,747.57 10 Balance Sheet –Continued (Un-audited) As at 31 Mar. 2012 Prepared by Tsann Kuen (China) Enterprise Co., Ltd. Unit: RMB Yuan Closing amount Opening amount Items Consolidation The Company Consolidation The Company Current liabilities: Short-term borrowings 107,003,100.00 Transactional financial liabilities Notes payable 37,794,806.97 44,434,948.83 Accounts payable 667,987,256.96 102,482.22 857,656,434.60 59,885.95 Accounts received in advance 14,465,445.72 210,000.00 13,928,863.22 Employee’s compensation payable 31,994,352.32 123,972.16 45,828,794.36 168,972.16 Tax payable 7,342,867.15 1,666,087.22 (11,309,225.00) 1,620,858.22 Interest payable Dividend payable Other accounts payable 199,614,645.26 601,982,631.47 94,564,576.55 606,206,909.07 Non-current liabilities due within 1 year Other current liabilities Total current liabilities 1,066,202,474.38 604,085,173.07 1,045,104,392.56 608,056,625.40 Non-current liabilities: Long-term borrowings Bonds payable Long-term payables Deferred income Estimated liabilities Deferred income tax liabilities 695,407.98 695,407.98 Other non-current liabilities 39,923,170.80 39,923,170.80 Total non-current liabilities 40,618,578.78 0.00 40,618,578.78 0.00 Total liabilities 1,106,821,053.16 604,085,173.07 1,085,722,971.34 608,056,625.40 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 reserves 125,035,204.92 123,485,181.40 125,035,204.92 123,485,181.40 Less: Treasury stock Surplus reserves Provisions for general risks Retained profits (776,988,448.12) (774,264,838.84) (766,215,441.88) (774,615,136.23) Foreign exchange difference (311,675.41) (311,272.66) Total equity attributable to owners of the 460,085,158.39 461,570,419.56 470,858,567.38 461,220,122.17 Company Minority interests 355,713,275.24 359,548,749.17 Total owners’ equity 815,798,433.63 461,570,419.56 830,407,316.55 461,220,122.17 Total liabilities and owners’ equity 1,922,619,486.79 1,065,655,592.63 1,916,130,287.89 1,069,276,747.57 Legal Representative: Jian Derong CFO: Chen Zongyi Accounting Manager: Chen Zongyi 11 4.2 Income Statement Income Statement (Un-audited) 1 Jan.-31 Mar. 2012 Prepared by Tsann Kuen (China) Enterprise Co., Ltd. Unit: RMB Yuan Jan.-Mar. 2012 Jan.-Mar. 2011 Items Consolidation The Company Consolidation The Company I. Total operating revenues 468,654,073.31 2,838,132.20 664,479,506.22 588,357.60 II. Total operating cost 488,939,248.92 2,624,385.00 655,370,026.63 2,553,871.43 Less: Cost of sales 419,174,687.17 1,286,729.58 572,850,476.33 534,277.68 Taxes and associate charges 913,732.20 158,935.42 4,257,112.51 32,671.79 Selling and distribution expenses 24,217,356.12 23,157,067.06 Administrative expenses 47,152,363.10 1,191,497.70 53,771,831.62 1,987,550.68 Financial expenses (5,467,470.70) (9,270.58) 995,255.00 (628.72) Asset impairment loss 2,948,581.03 (3,507.12) 338,284.11 Add: Gain/(loss) from change in fair value (“-” means loss) 1,045,679.08 12,291,092.07 Gain/(loss) from investment (“-” means loss) 3,651,625.13 2,417,462.38 67,732,295.69 Including: share of profits in associates and joint ventures III. Business profit (15,587,871.40) 213,747.20 23,818,034.04 65,766,781.86 Add: non-operating income 981,880.74 136,550.19 3,385,133.22 143,480.32 Less: non-operating expense 2,489.51 533,764.37 90,000.00 Including: loss from non-current asset disposal 2,489.51 334,675.58 IV. Total profit (“-” means loss) (14,608,480.17) 350,297.39 26,669,402.89 65,820,262.18 Less: Income tax expense 4,756,805.06 V. Net profit (“-” means loss) (14,608,480.17) 350,297.39 21,912,597.83 65,820,262.18 Attributable to owners of the Company (10,773,006.24) 350,297.39 15,656,510.21 65,820,262.18 Minority shareholders’ income (3,835,473.93) 6,256,087.62 VI. Earnings per share (I) basic earnings per share (0.0100) 0.0141 (II) diluted earnings per share (0.0100) 0.0141 Ⅶ. Other comprehensive incomes (402.75) (3,107.84) Ⅷ. Total comprehensive incomes (14,608,882.92) 350,297.39 21,909,489.99 65,820,262.18 Attributable to owners of the Company (10,773,408.99) 350,297.39 15,654,179.33 65,820,262.18 Attributable to minority shareholders (3,835,473.93) 6,255,310.66 Legal Representative: Jian Derong CFO: Chen Zongyi Accounting Manager: Chen Zongyi 12 4.3 Cash Flow Statement Cash Flow Statement (Un-audited) 1 Jan.-31 Mar. 2012 Prepared by Tsann Kuen (China) Enterprise Co., Ltd. Unit: RMB Yuan Jan.-Mar. 2012 Jan.-Mar. 2011 Items Consolidation The Company Consolidation The Company I. Cash flows from operating activities: Cash received from sale of commodities and 643,773,544.26 724,144,123.35 rendering of service Tax refunds received 79,805,697.22 84,981,611.39 15,060.94 Other cash received relating to operating activities 17,940,844.80 10,485,241.81 20,147,678.69 9,622,030.22 Subtotal of cash inflows from operating activities 741,520,086.28 10,485,241.81 829,273,413.43 9,637,091.16 Cash paid for goods and services 627,969,357.06 677,338,778.45 Cash paid to and for employees 71,529,430.62 9,377,910.60 71,250,333.12 9,568,261.26 Various taxes paid 7,997,309.09 506,777.89 10,035,998.83 1,358,348.66 Other cash payment relating to operating activities 92,583,998.44 1,016,168.00 58,021,500.76 1,465,249.15 Subtotal of cash outflows from operating activities 800,080,095.21 10,900,856.49 816,646,611.16 12,391,859.07 Net cash flows from operating activities (58,560,008.93) (415,614.68) 12,626,802.27 (2,754,767.91) II. Cash flows from investing activities: Cash received from disposal of investments 500,000.00 Cash received from return on investments 3,651,625.13 7,500.00 67,732,295.69 Net cash received from disposal of fixed assets, 1,488,946.88 180,000.00 2,095,326.14 intangible assets and other long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to investing activities Subtotal of cash inflows from investing activities 5,140,572.01 180,000.00 2,602,826.14 67,732,295.69 Cash paid to acquire fixed assets, intangible assets 11,444,262.47 99,400.00 9,959,076.09 76,400.00 and other long-term assets Cash paid for investment 292,120.68 Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investing activities Subtotal of cash outflows from investing activities 11,444,262.47 99,400.00 10,251,196.77 76,400.00 Net cash flows from investing activities (6,303,690.46) 80,600.00 (7,648,370.63) 67,655,895.69 III. Cash flows from financing activities: Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received from borrowings 107,182,100.00 131,431,000.00 Cash received from issuance of bonds Other cash received relating to financing activities 126,384,500.00 5,000,000.00 Subtotal of cash inflows from financing activities 233,566,600.00 0.00 131,431,000.00 5,000,000.00 Repayment of borrowings Cash paid for interest expenses and distribution of 20,292,099.87 dividends or profit Including: dividends or profit paid by subsidiaries 20,292,099.87 to minority shareholders Other cash payments relating to financing 2,000,000.00 30,000,000.00 activities Sub-total of cash outflows from financing activities 0.00 2,000,000.00 20,292,099.87 30,000,000.00 Net cash flows from financing activities 233,566,600.00 (2,000,000.00) 111,138,900.13 (25,000,000.00) IV. Effect of foreign exchange rate changes on cash (587,839.44) (5,228.94) (396,542.40) (246.18) and cash equivalents V. Net increase in cash and cash equivalents 168,115,061.17 (2,340,243.62) 115,720,789.37 39,900,881.60 Add: Cash and cash equivalents at the 704,791,892.62 13,757,429.84 627,477,733.10 904,966.64 period-begin VI. Cash and cash equivalents at the period-end 872,906,953.79 11,417,186.22 743,198,522.47 40,805,848.24 Legal Representative: Jian Derong CFO: Chen Zongyi Accounting Manager: Chen Zongyi 13 4.4 Auditor’s report Auditor’s opinion: un-audited §5 Other Information 5.1 Capital occupation by the principal shareholder and its affiliated enterprises for non-operating purposes and the repayment progress thereof □Applicable √Inapplicable 5.2 Provision of external guarantees in violation of the prescribed procedure □Applicable √Inapplicable Chairman of the Board: Jian Derong Board of Directors of Tsann Kuen (China) Enterprise Co., Ltd. 26 April 2012 14