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公司公告

闽灿坤B:2012年第一季度报告全文(英文版)2012-04-26  

						                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




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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




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