TSANN KUEN (CHINA) ENTERPRISE CO. LTD. Semi-Annual Report 2012 (Prepared under China Accounting Standards) Contents I. Important Notes ..........................................................................................................................................................1 II. Company Profile ..........................................................................................................................................................1 III. Financial and Business Highlights ..........................................................................................................................2 IV. Chianges in Share Capital and Particulars about Shareholders ..........................................................................5 V. Directors, Supervors and Senior Executives ..............................................................................................................8 VI. Report of the Board of Directors ............................................................................................................................12 VII. Significant Events ...................................................................................................................................................20 VIII. Financial Report....................................................................................................................................................40 IX. Documents for Reference.......................................................................................................................................154 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. I. Important Notes The Board of Directors, the Supervisory Committee, as well as the directors, supervisors and senior management of Tsann Kuen (China) Enterprise Co., Ltd. (hereinafter referred to as “the Company”) hereby confirm that there is no false information, misleading statements or any material omission carried in this report, and collectively and individually accept the responsibilities for the truthfulness, accuracy and completeness of the whole contents of this report. All other directors than the following ones attended in person the board session for reviewing this report. Reason for not attending the Name of director Office title Name of proxy session in person N/A N/A N/A The financial statements for the first half of 2012 have not been audited by a CPAs firm. Mr. Jian Derong, company principal, and Mr. Chen Zongyi, head of the accounting work & the accounting division (head of accounting) jointly declare that the financial statements carried in this report are true and complete. English Translation for Reference Only. Should there be any discrepancy between the two versions, the Chinese version shall prevail. Explanation: Refer Item Specific contents to Tsann Kuen, Tsann Kuen B, the Company, Refer Tsann Kuen (China) Enterprise Co., Ltd. Company, TKC to Refer Zhangzhou Tsann Kuen, TKL Tsann Kuen (Zhangzhou) Enterprise Co., Ltd. to II. Company Profile (I)Basic information A-share code B-share code 200512 A-share abbreviation B-share abbreviation MCKB Stock exchange listed with Shenzhen Stock Exchange Legal Chinese name of the 厦门灿坤实业股份有限公司 Company Abbr. of the legal Chinese 闽灿坤 name of the Company Legal English name of the TSANNKUEN(CHINA) ENTERPRISE CO. LTD Company Abbr. of the legal English TKC name of the Company Legal representative of the Jian Derong Company Registered address No.88 Xinglong Road, Huli Industrial Park, Xiamen, P.R. China Postal code for the registered 361006 address Office address Tsann Kuen Industrial Park, Taiwanese Investment Zone, Zhangzhou in Fujian Province Postal code for the office 363107 address Internet website of the www.eupa.com Company Email address mm_sun@tkl.tsannkuen.com 1 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (II)For contact Company Secretary Securities Affairs Representative Name Sun Meimei Tsann Kuen Industrial Park, Taiwanese Contact address Investment Zone, Zhangzhou in Fujian Province Tel. 0596-6268161 Fax 0596-6268104 E-mail mm_sun@tkl.tsannkuen.com (III)About information disclosure and where the semi-annual report is placed Newspapers designated by the Company for Domestic: Securities Times; Overseas: Hong Kong Ta Kung Pao information disclosure Internet website designated by CSRC for www.cninfo.com.cn disclosing the semi-annual report Tsann Kuen Industrial Park, Taiwanese Investment Zone, Zhangzhou in Fujian Where the semi-annual report is placed Province III. Financial and Business Highlights (I)Major accounting data and financial indexes Any retrospective adjustment in previous financial statements? √ Yes □ No □ Inapplicable Major accounting data Same period of last year Increase/decrease (%) Reporting period Major accounting data Before the After the (Jan.-Jun.) After the adjustment adjustment adjustment Gross operating revenues (RMB 1,069,083,488.49 1,373,364,867.20 1,372,466,731.24 -22.1% Yuan) Operating profit (RMB Yuan) -26,995,821.44 30,615,169.90 26,778,915.68 -200.81% Total profit (RMB Yuan) -25,734,697.55 35,183,410.97 31,382,604.64 -182% Net profit attributable to shareholders of the Company (RMB -19,378,850.76 22,548,469.85 19,726,360.04 -198.24% Yuan) Net profit attributable to shareholders of the Company after -18,876,331.13 7,619,492.26 4,797,382.45 -493.47% deducting non-recurring gains and losses (RMB Yuan) Net cash flow from operating -46,565,599.37 -124,787,026.82 -130,078,354.37 64.2% activities (RMB Yuan) As at the end of last year Increase/decrease (%) As at the end of this reporting period Before the After the After the adjustment adjustment adjustment Total assets (RMB Yuan) 2,039,916,031.96 2,002,896,080.72 1,963,870,832.92 3.87% Owners’ equity attributable to shareholders of the Company (RMB 448,126,531.15 483,955,065.10 462,458,624.03 -3.1% Yuan) Share capital (share) 1,112,350,077.00 1,112,350,077 1,112,350,077.00 0% 2 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Major financial indexes Same period of last year Increase/decrease (%) Reporting period Major financial indexes Before the (Jan.-Jun.) After the adjustment After the adjustment adjustment Basic EPS (RMB Yuan/share) -0.02 0.02 0.02 -212.78% Diluted EPS (RMB Yuan/share) -0.02 0.02 0.02 -212.78% Basic EPS after deducting non-recurring gains and losses -0.02 0.01 0 -600% (RMB Yuan/share) Fully diluted ROE(%) -4.32% 4.66% 4.27% -201.38% Weighted average ROE(%) -4.26% 4.77% 4.27% -8.53% Fully diluted ROE after deducting -4.21% 1.57% 1.04% -506.06% non-recurring gains and losses(%) Weighted average ROE after deducting non-recurring gains and -4.15% 1.61% 1.04% -5.18% losses(%) Net cash flow per share from operating activities (RMB -0.04 -0.11 -0.12 66.67% Yuan/share) As at the end of last year Increase/decrease (%) As at the end of this reporting period Before the After the adjustment After the adjustment adjustment Net assets per share attributable to shareholders of the Company 0.4 0.44 0.42 -4.76% (RMB Yuan/share) Liability/asset ratio(%) 60.76% 57.68% 58.25% 4.32% Notes to major accounting data and financial indexes before the end of this reporting period (please write an adjustment note if there’s any retrospective adjustment): On 10 Mar. 2012, Tsann Kuen (Zhangzhou) Enterprise Co., Ltd. and Sino Global Development Limited signed the Equity Transfer Agreement, with the latter transferring 100% equity interests of East Sino Development Limited (its wholly-funded subsidiary) to the former at the price of US$ 6.30 million. On 11 Jun. 2012, Tsann Kuen (Zhangzhou) Enterprise Co., Ltd. completed the equity registration alteration formalities regarding its acquisition of equity interests of East Sino Development. This transaction made a business combination under the same control and East Sino Development was consolidated by the Company since the transaction was concluded. See the table above for relevant data. (II)Accounting data differences under the domestic and overseas accounting standards 1. Net profit and net asset differences between financial reports disclosed according to the international and Chinese accounting standards respectively □ Applicable √ Inapplicable 2. Net profit and net asset differences between financial reports disclosed according to the overseas and Chinese accounting standards respectively √ Applicable □ Inapplicable Unit: RMB Yuan Net profit attributable to shareholders of listed Owners’ equity attributable to shareholders of company listed company Reporting period Same period of last year Closing amount Opening amount As per Chinese accounting -19,378,850.76 19,726,360.04 448,126,531.15 462,458,624.03 standards Items and amounts adjusted in accordance with overseas accounting standards: As per overseas accounting -19,378,850.76 20,435,762.87 448,126,531.15 462,458,624.03 standards 3 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 3. Specific items involving significant difference Involved provisions of international Items involving significant difference Amount (RMB Yuan) Reason for the difference and/or overseas accounting standards Offset the depreciation this year of the added value of fixed assets of which value is estimated to 0.00 increase in 1993 4. Notes to accounting data differences under the domestic and overseas accounting standards A. Adjustment due to the adoption of swap exchange rates in the calculation of fixed assets acquired before 1994 was fully amortized in Dec. 2010. B. The depreciation this year of the added value of fixed assets of which value is estimated to increase in 1993 is fully amortized in 2011. (III)Items of non-recurring gains and losses √Applicable □Inapplicable Items Amount (RMB Yuan) Notes Gains and losses on disposal of non-current assets 1,665,924.62 Tax rebate, reduction or exemption due to un-authorized approval or the lack of formal approval documents Government grants recognized in the current year, except for those acquired in the ordinary course of business or granted at certain quotas or amounts according to the country’s unified 693,042.00 standards Capital occupation fees received from non-financial enterprises that are included in current gains and losses Gains generated when the investment costs of the Company’s acquiring subsidiaries, associates and joint ventures are less than the fair value of identifiable net assets in the investees attributable to the Company in the acquisition of the investments Exchange gains and losses of non-monetary assets Gains and losses through entrusting others to invest or manage assets Various asset impairment provisions due to acts of God such as natural disasters Gains and losses on debt restructuring Enterprise reorganization expenses, such as expenses on employee settlement and integration Gains and losses on the parts exceeding the fair value when prices of transactions become unfair Net current gains and losses from the period-begin to the combination date of subsidiaries due to business combinations under the same control Gains and losses on contingent matters which are irrelevant to the normal operation of the Company Gains and losses on fair value changes of transactional financial assets and liabilities, and investment gains on disposal of transactional financial assets and liabilities and -2,084,161.34 available-for-sale financial assets, except for the effective hedging business related to the Company’s normal operation Reversal of impairment provisions for accounts receivable which are separately tested for impairment signs Gains and losses on entrustment loans from external parties Gains and losses on fair value changes of investing properties for which the fair value method is adopted for subsequent measurement Current gain and loss effect due to a just-for-once adjustment to current gains and losses according to requirements of taxation and accounting laws and regulations Custodian fee income from entrusted operations with the Company Other non-operating incomes and expenses besides the items above -1,097,842.73 Other gain and loss items that meet the definition of non-recurring gains and losses Minority interests effects 320,517.82 Income tax effects 0.00 Total -502,519.63 -- Explanation given by the Company to “other gain and loss items that meet the definition of non-recurring gains and losses” and when 4 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. it recognizes a non-recurring gain and loss item as a recurring one according to the nature and features of its ordinary business Item Amount involved (RMB Yuan) Notes IV. Changes in Share Capital and Particulars about Shareholders (I)Changes in share capital 1. Statement of changes of shares √Applicable □Inapplicable Before the change Increase/decrease (+, -) After the change Capitalizat Issuan ion of Propor Proporti ce of Bonus Number public Others Subtotal Number tion on (%) new shares reserve (%) shares fund I. Non-floating shares 1. Sponsors’ shares Including: shares held by the state Shares held by domestic legal persons Shares held by overseas legal persons Others 2. Shares placed by legal persons 3. Staff shares 4. Preferred shares or others Ⅱ. Floating shares 1,112,350,077 100% 1,112,350,077 100% 1. RMB ordinary shares 2. Domestically listed 1,112,350,077 100% 1,112,350,077 100% foreign shares 3. Overseas listed foreign shares 4. Others Ⅲ. Total shares 1,112,350,077 100% 1,112,350,077 100% Approval of share changes (if applicable) Transfers in share changes Influence of share changes on the latest financial indexes such as EPS and net assets per share (if any) Other contents that the Company thinks necessary or is asked by securities regulators to be disclosed 2. Changes of shares subject to trading moratorium □ Applicable √ Inapplicable (II)Issuance and listing of securities 1. Securities issues in the previous three years □Applicable √Inapplicable 5 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 2. Changes of the Company’s share number and structure, as well as the corresponding changes in its asset-liability structure □Applicable √Inapplicable 3. Existing employee shares □Applicable √Inapplicable (III)Shareholders and actual controller 1. Total number of shareholders at the end of the reporting period The Company had 32,462 shareholders in total at the end of the reporting period. 2. Shareholding of the top ten shareholders √Applicable □Inapplicable Particulars about shares held by the top ten shareholders Shareholdin Number of Pledged or frozen shares Nature of g Total shares held at shares held Name of shareholder (full name) shareholder percentage the period-end subject to trading Status of Number of (%) moratorium shares shares FORDCHEE DEVELOPMENT Overseas 29.1% 323,643,179 0 0 LIMITED legal person EUPA INDUSTRY Overseas 13.83% 153,802,306 0 0 CORPORATION LIMITED legal person FILLMAN INVESTMENTS Overseas 2.49% 27,729,575 0 0 LIMITED legal person Overseas TIMMERTON CO INC 1.3% 14,505,644 0 0 legal person Domestic CHEN YONGQUAN natural 0.9% 10,012,483 0 0 person Overseas CHEN LIJUAN natural 0.55% 6,076,746 0 0 person Overseas CHEN YONGQING natural 0.53% 5,889,589 0 0 person SHANGHAI HONG KONG Overseas WANGUO SECURITIES CO., 0.43% 4,810,002 0 0 legal person LTD. Overseas CSC SECURITIES (HK) LTD. 0.39% 4,350,179 0 0 legal person Overseas CAI SHUHUI natural 0.39% 4,294,433 0 0 person The top three shareholders are the Company’s corporate controlling shareholders. Shareholder Tsai Shuhui is the wife of Wu Tsann Kuen, the Company’s actual controller. It is unknown to Notes to particulars about the Company whether there exists associated relationship among the shareholders above or they shareholders are acting-in-concert entities as stipulated in the Administrative Measures on Information Disclosure of Changes in Shareholding of Listed Companies. Particulars about shares held by the top ten shareholders holding shares not subject to trading moratorium √Applicable □Inapplicable Number of shares held Type and number of shares not subject to trading Name of shareholder moratorium at the Type Number period-end FORDCHEE DEVELOPMENT LIMITED 323,643,179 B-share 323,643,179 EUPA INDUSTRY CORPORATION LIMITED 153,802,306 B-share 153,802,306 FILLMAN INVESTMENTS LIMITED 27,729,575 B-share 27,729,575 TIMMERTON CO INC 14,505,644 B-share 14,505,644 6 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. CHEN YONGQUAN 10,012,483 B-share 10,012,483 CHEN LIJUAN 6,076,746 B-share 6,076,746 CHEN YONGQING 5,889,589 B-share 5,889,589 SHANGHAI HONG KONG WANGUO 4,810,002 B-share 4,810,002 SECURITIES CO., LTD. CSC SECURITIES (HK) LTD. 4,350,179 B-share 4,350,179 CAI SHUHUI 4,294,433 B-share 4,294,433 Explanation on associated relationship among the top ten shareholders or/and acting-in-concert The top three shareholders are the controlling legal-person shareholders and Shareholder Cai Shuhui is the director of the related party Tsann Kuen (Taiwan) Enterprise Co., Ltd.. Except for that, it is unknown whether the other tradable share holders above are related parties or whether they are parties acting in concert as stipulated in the Administrative Methods for Information Disclosure Regarding Shareholding Changes of Listed Companies. A strategic investor or ordinary legal person becomes one of the top ten shareholders due to placement of new shares: □Applicable √Inapplicable 3. Controlling shareholder and actual controller (1)Change of the controlling shareholder and actual controller □Applicable √Inapplicable (2)Particulars about the controlling shareholder and actual controller Is there a new actual controller? □ Yes √ No □ Inapplicable Name of the actual controller Wu Cankun Type of the actual controller Foreigner Particulars: Name: Wu Cankun Nationality: Taiwan Whether he has the right of residence in other countries or territories: Nil Job occupations and positions over the past five years: Promoter of TSANN KUEN Group in China and Taiwan. (3)Illustration on the relationship between the Company and its actual controller (4)The actual controller controls the Company via trust or other ways of asset management. □Applicable √Inapplicable 7 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 4. Other corporate shareholders with a shareholding over 10% √Applicable □Inapplicable Registere Legal Incorporated Main operating business or d capital Name of corporate shareholder Currency representative date management activities (RMB ’00 00) 13,424.68 FORDCHEE DEVELOPMENT LTD Jian Derong 3 Jan. 1990 Investment HKD 51 EUPA INDUSTRY CORPORATION 12,600.27 Jian Derong 21 Jul. 1989 Investment HKD LTD 6 Notes (IV)Convertible corporate bonds □Applicable √Inapplicable V. Directors, Supervisors and Senior Management 8 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (I)Shareholding changes of directors, supervisors and senior management Shareholding Shareholding Receives Share Shareholding increase decrease Shareholding Including: payment Beginning Ending date options held at the during this during this at the restricted Reasons for from Name Position Gender Age date of office of office at the period-begin reporting reporting period-end shares held change shareholder term term period-end (share) period period (share) (share) units or other (share) (share) (share) related units? Jian Derong Chairman Male 50 21 May 2011 20 May 2014 0 0 0 0 0 0 Yes Zhuang Xing Director Male 57 21 May 2011 20 May 2014 0 0 0 0 0 0 Yes Pan Zhirong Director Male 45 21 May 2011 20 May 2014 0 0 0 0 0 0 No Chen Yanjun Director Male 50 21 May 2011 20 May 2014 0 0 0 0 0 0 Yes Independent Lu Jianxin Male 65 21 May 2011 20 May 2014 0 0 0 0 0 0 No director Independent Tu Liandong Male 45 21 May 2011 20 May 2014 0 0 0 0 0 0 No director Independent Ge Xiaoping Female 49 21 May 2011 20 May 2014 0 0 0 0 0 0 No director Luo Supervisor Male 57 21 May 2011 20 May 2014 0 0 0 0 0 0 Yes Qingxing Wei Leaving Supervisor Male 46 21 May 2011 24 Jul. 2012 0 0 0 0 0 0 Yes Xuezhong office Leaving Cai Shuren Supervisor Male 47 21 May 2011 24 Jul. 2012 0 0 0 0 0 0 No office Pan Zhirong GM Male 45 26 Jul. 2010 25 Jul. 2013 0 0 0 0 0 0 No 9 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Company Sun Meimei Female 37 23 Apr. 2011 0 0 0 0 0 0 No Secretary Chen Zongyi CFO Male 35 17 Jul. 2008 0 0 0 0 0 0 No Yang New Supervisor Male 47 24 Jul. 2012 20 May 2014 0 0 0 0 0 0 Yes Yongquan employee Yang New Supervisor Male 55 24 Jul. 2012 20 May 2014 0 0 0 0 0 0 No Yusheng employee Total -- -- -- -- -- -- -- Equity incentives granted to directors, supervisors and senior management during the reporting period □Applicable √Inapplicable 10 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (II)Post-holding particulars Post-holding in shareholders units √Applicable □Inapplicable Name of the Position in person holding Receives payment the Beginning date Ending date of any post in any Name of the shareholder unit from the shareholder shareholder of office term office term shareholder unit? unit unit Jian Derong Star Comgistic Capital Co., Ltd. Director 14 Feb. 2012 4 Mar. 2013 Yes Jian Derong Fordchee Development Ltd Director 26 Feb. 2009 No Jian Derong Eupa Industry Corporation Ltd Director 26 Feb. 2009 No Jian Derong Fillman Investments Limited Director 26 Feb. 2009 No Chen Yanjun Star Comgistic Capital Co., Ltd. GM 23 Nov. 2009 Yes Chen Yanjun Fordchee Development Ltd Director 26 Feb. 2009 No Chen Yanjun Eupa Industry Corporation Ltd Director 26 Feb. 2009 No Chen Yanjun Fillman Investments Limited Director 26 Feb. 2009 No Notes to post-holding in shareholder units Post-holding in other units √Applicable □Inapplicable Name of the Receives person holding Position in other Beginning date Ending date of payment Name of other unit any post in unit of office term office term from other other units unit? Jian Derong Tsann Kuen Japan Co., Ltd. President 12 May 2008 No Tsann Kuen (Zhangzhou) South Port Electronics Jian Derong Chairman 25 Apr. 2008 No Enterprise Co., Ltd. Jian Derong Shanghai Star Commerce & Trade Co., Ltd. Chairman 25 Apr. 2008 No Jian Derong Brilliant Leader Co., Ltd. Director 9 Aug. 2010 27 Jul. 2012 No Jian Derong Globe Strong Co., Ltd. Director 9 Aug. 2010 27 Jul. 2012 No Jian Derong Sino Global Development Limited Director 11 Nov. 2009 No Jian Derong Tsann Kuen (Zhangzhou) Enterprise Co., Ltd. Chairman 15 Jul. 2008 Yes Lu Jianxin Xiamen Association of Listed Companies Chairman 1 Nov. 2006 Yes Xiamen branch of BDO China Shu Lun Pan Ge Xiaoping Chief 1 Sept. 2010 Yes Certified Public Accountants LLP Tu Liandong Xiamen Power Investment Co., Ltd. CFO 1 May 2003 Yes Luo Qingxing Thermaster Electronic (Xiamen) Ltd. Vice GM 1 May 2011 Yes Yang Yongquan Tsann Kuen (Taiwan) Enterprise Co., Ltd. Vice GM 1 Oct. 2003 Yes Zhuang Xing Star Travel International (Xia Men) Co.,Ltd. Director 31 Jan. 2011 30 Jan. 2014 No Notes to post-holding in other units (III)Remuneration for directors, supervisors and senior management Decision-making procedure for the According to the Company Law, the Securities Law and other laws and regulations, the procedure shall remuneration of directors, be reviewed and approved by the Board of Directors/ the Supervisory Committee and later by the supervisors and senior Shareholders’ General Meeting. management Basis for determining the remuneration of directors, Decided according to the Company’s human resource management system supervisors and senior management Actual payment of the Independent directors are paid on a quarterly basis while others are paid on a monthly basis. A total of 11 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. remuneration of directors, RMB 0.69 million was paid as remuneration during the reporting period. supervisors and senior management (IV)Change of directors, supervisors and senior management Name Position Way of change Date of change Reason for change Wei Shareholder-represen Leaving office 24 Jul. 2012 Personal reason Xuezhong tative supervisor Staff-representative Cai Shuren Leaving office 24 Jul. 2012 Personal reason supervisor Yang Shareholder-represen New employee 24 Jul. 2012 Re-election Yongquan tative supervisor Yang Staff-representative New employee 24 Jul. 2012 Re-election Yusheng supervisor (V)Employees Number of on-job employees 4,670 Number of retired employees for whom the Company shall bear 0 expenses Function structure Type of function Number of personnel Production 2,809 Sale 279 Technical 620 Financial 117 Administration 845 Level of education Level of education Number of personnel Masters 6 Bachelors 350 Junior college graduates 427 High school graduates and below 3,887 Notes to the employee particulars: N/A VI. Report of the Board of Directors (I)Discussion and analysis by the management For the reporting period, the Company achieved operating revenue of RMB 1.069 billion, down 22.10% over RMB 1.372 billion at the same period of last year; and net profit of RMB -20 million, down 200% over RMB 20 million at the same period of last year. Due to the weak export market, the decreased operating income and Renminbi appreciation, the gross profit of the Company’s export decreased, along with the inventory turnover. Meanwhile, impairment provisions were made for some assets. As a result, the operating income and profit both decreased on a year-on-year basis. The Company will keep in mind the strategic goals set—focusing on main business, improving operational management and expanding emerging market, with “cash and profit growth” as the highest guiding principle, customers’ needs as the orientation, product quality as a guarantee and technical innovation as the means. Taking into account the domestic and international economic trends in the year, the Company will make innovations in terms of R&D, trade, manufacture, procurement, domestic market development, etc. so as to turn loss into profit. Meanwhile, in the second half of the year, the Company will accelerate the expansion of the domestic marketing network, beef up marketing effort and deepen the development of an excellent Asia market brand. It will also accelerate the vertical integration of overseas production bases, 12 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. satisfy customers’ global procurement needs, stabilize and develop the long-term cooperation relationship with customers so as to achieve stable development on all business lines of the Company. Is the Company’s actual business performance 20% lower or higher than any earning forecast or business plan for the reporting period which has been publicly disclosed earlier? □ Yes □ No √ Inapplicable Analysis to the business and performances of the Company’s main subsidiaries and stock-participating companies: 01. Tsann Kuen (Shanghai) Enterprise Co., Ltd. A. Business Nature: manufacturing B. Business Scope: Production of household appliances, electronic, light industry products, modern office equipments and their related modules, computers and their related facilities or spare parts. Development of computer software, IC encapsulation and testing; sale of self-made products (the export of which was not restricted by any requirements involving licenses and quotas; Where a license is required, such a license should be obtained before operation.) C. Registered Capital: USD 40,000,000 D. Assets Scale: RMB 94,620,000 E. Net Assets: RMB 92,450,000 F. Net Profit: RMB -980,000 02. Tsann Kuen (Zhangzhou) Enterprise Co., Ltd. A. Business Nature: Manufacturing B. Business Scope: Development, production and sale of new kind of electronic appliances and parts (such as electrical kits, sensors and sensitive transmitters), light industrial products, modern office supplies, communication materials, digital products, bodies of car, fitness equipment, medical equipment (not including B Ultrasonic equipment) (not including pre-approved license items), playground equipment(not including special equipment), electronic musical instrument, various lamps and lighting equipment as well as other mechanical and electrical equipment; designing and producing the molds related to the above products. Processing and manufacturing nonferrous metal composed materials, new-typed alloy materials, marketing self-made products and semi-manufactured products, processing supplied materials and processing with supplied materials or given samples & assembling supplied components. (Excluding those products restricted by the government or those whose import or export quota is under license administration.);Wholesale of various kinds of food products such as coffee, rice balls and dough and etc.; Wholesale of various kinds of small house appliance and their aftersales services and technical support services (Excluding those products whose international trade, import or export quota, export quota bids and export license are under license administration)(When involved in those projects which need to be examined and approved first, the company carries out its operation and production only within the range and within the valid period set in the license.) C. Registered Capital: USD 160,000,000 D. Assets Scale: RMB 2,431,980,000 E. Net Assets: RMB 1,264,790,000 F. Net Profit: RMB -10,870,000 G. The influence of net profit exceeded 10%: Main business income: RMB 985,070,000 Main business Cost: RMB 891,460,000 03. Tsann Kuen (Zhangzhou) South Port Electronics Enterprise Co., Ltd. A. Business Nature: Manufacturing B. Business Scope: Development, production and sale of small household electrical appliances, new kind 13 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. of electronic appliances and parts (such as electrical kits, sensors and sensitive transmitters), light industrial products, modern office supplies; designing and producing the molds related to the above products; Processing and manufacturing nonferrous metal composed materials, new-typed alloy materials, marketing self-made products and semi-manufactured products, (Excluding those products restricted by the government or those whose import or export quota is under license administration.) Wholesale of electrical equipment, chemical products (not including dangerous products), hardware sheets, metal materials, packaging materials and household appliances. (Excluding those products whose international trade, import or export quota, export quota bids and export license are under license administration); agent business (except public auction)(When involved in those projects which need to be examined and approved first, the company carries out its operation and production only within the range and within the valid period set in the license.) C. Registered Capital: USD 5,000,000 D. Assets Scale: RMB 11,760,000 E. Net Assets: RMB 11,210,000 F. Net Profit: RMB 140,000 04. Tsann Kuen (Zhangzhou) Vocational Technical Institute A. Business Nature: Education and training B. Business Scope: Secondary vocational education C. Registered Capital: RMB 3,000,000 D. Assets Scale: RMB 2,450,000 E. Net Assets: RMB -170,000 F. Net Profit: RMB -2,160,000 05. Shanghai Star Commerce & Trade Co., Ltd. A. Business Nature: Sales of household electrical appliances B. Business Scope: Import & Export, Wholesales, retail and its after-sale services of household appliances, computer sets and their components, communication equipments, mechanical and electrical equipments, office supplies and the related attachments (including kitchen facilities). Self-operating and acting as an agent of various kinds of merchandise and import & export of technology; wholesale and retail of roasted coffee powder and general merchandise, as well as other sales (not real foods). C. Registered Capital: RMB 4,950,000 D. Assets Scale: RMB 19,180,000 E. Net Assets: RMB 6,090,000 F. Net Profit: RMB 80,000 06. Xiamen Star International Travel Service Co., Ltd. A. Business Nature: Tourism B. Business Scope: 1. Inbound and domestic tourism services; 2. Agent for personal accident insurance (Where an administrative license is required, such a license will be obtained before operation.) C. Registered Capital: RMB 5,000,000 D. Assets Scale: RMB 3,990,000 E. Net Assets: RMB -4,770,000 F. Net Profit: RMB -1,480,000 07. Xiamen Star Commerce & Trade Co., Ltd. A. Business Nature: Sale of household appliances B. Business Scope: 1. Wholesale and retail: daily necessities, household appliances, computer sets and 14 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. auxiliary products, communication equipments, electrical and mechanical equipments, office supplies, kitchen supplies and their auxiliary products; 2. Import and export of various goods and technologies (Without the attachments of catalogue of export & import products), while excluding those products and technologies restricted by the government or to be imported or exported. (Where an administrative license is required, such a license will be obtained before operation.) C. Registered Capital: RMB 30,000,000 D. Assets Scale: RMB 29,290,000 E. Net Assets: RMB 29,390,000 F. Net Profit: RMB 130,000 08. Xiamen Star Comgistic Capital Co., Ltd A. Business Nature: Sale of household appliances B. Business Scope: 1. Wholesale and retail: daily necessities, household appliances, computer sets and auxiliary products, communication equipments, electrical and mechanical equipments, office supplies, kitchen supplies and their auxiliary products; 2. Import and export of various goods and technologies (Without the attachments of catalogue of export & import products), while excluding those products and technologies restricted by the government or to be imported or exported. (Where an administrative license is required, such a license will be obtained before operation.) C. Registered Capital: RMB 28,000,000 D. Assets Scale: RMB 27,980,000 E. Net Assets: RMB 27,980,000 F. Net Profit: RMB 1,000 09. Shanghai Fanxin Airlines Service Co., Ltd. A. Business Nature: Ticket agent B. Business Scope: Ticket agent service in passenger transportation of civil aviation for domestic routes and international routes, or HK, Macau and Taiwan routes. (Where an administrative license is required, such a license will be obtained before operation.) C. Registered Capital: RMB 5,500,000 D. Assets Scale: RMB 3,220,000 E. Net Assets: RMB 300,000 F. Net Profit: RMB -1,910,000 10. Star (Dalian) International Travel Service Co., Ltd. A. Business Nature: Tourism B. Business Scope: Inbound and outbound travel services; domestic travel service; R&D and sales of tourism products. C. Registered Capital: RMB 5,300,000 D. Assets Scale: RMB 8,070,000 E. Net Assets: RMB -1,730,000 F. Net Profit: RMB -1,580,000 11. Xiamen Star Airlines Service Co., Ltd. A. Business Nature: Ticket agent B. Business Scope: Ticket agent service (in passenger transportation of civil aviation for domestic routes, excluding HK, Macau and Taiwan routes). C. Registered Capital: RMB 1,500,000 D. Assets Scale: RMB 2,470,000 15 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. E. Net Assets: RMB 1,150,000 F. Net Profit: RMB 40,000 12. Brilliant Leader Co., Ltd. A. Business Nature: Comprehension B. Business Scope: Trade, purchasing agent, R&D of small household appliances and market research, etc.. C. Registered Capital: USD 4,950,000 D. Assets Scale: RMB 30,360,000 E. Net Assets: RMB 30,360,000 F. Net Profit: RMB 380,000 13. Globe Strong Co., Ltd. A. Business Nature: Comprehension B. Business Scope: Trade, purchasing agent, R&D of small household appliances and market research, etc.. C. Registered Capital: USD 50,000 D. Assets Scale: RMB 310,000 E. Net Assets: RMB 310,000 F. Net Profit: RMB -600 14. PT.TSANN KUEN ZHANGZHOU INDONESIA A. Business Nature: Manufacturing B. Business Scope: Manufacturing of small household appliances C. Registered Capital: USD 5,000,000 D. Assets Scale: RMB 22,690,000 E. Net Assets: RMB 23,090,000 F. Net Profit: RMB -2,700,000 15. East Sino Development Limited A. Business Nature: Investment B. Business Scope: Investment C. Registered Capital: HKD 57,993,000 D. Assets Scale: RMB 47,100,000 E. Net Assets: RMB 47,070,000 F. Net Profit: RMB -26,000 16. PT. STAR COMGISTIC INDONESIA A. Business Nature: Manufacture and Leasing B. Business Scope: Development, production and sale of display equipment, LCD TVs, droplights, desk lamps, LED lamps, fluorescent lamps and other small household appliances. C. Registered Capital: USD 7,500,000 D. Assets Scale: RMB 90,530,000 E. Net Assets: RMB 29,480,000 F. Net Profit: RMB -6,090,000 All risk factors that might have adverse impact on the Company’s effort to realize its future development strategy and business goals: N/A 16 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 1. Main business lines and their operating results (1)Main business lines classified by industries and products Unit: RMB Yuan Increase/decrease Increase/decrease Increase/decrease of operating of gross profit of operating cost Industries/product Operating Gross profit rate revenue rate compared Operating cost compared with s revenue (%) compared with with the same the same period the same period period last year last year (%) last year (%) (%) Industries Household appliance 1,021,333,797.38 928,541,975.57 9.09% -22.92% -20.09% -3.22% manufacture Tourism 23,308,240.78 21,048,803.46 9.69% 114.79% 116.69% -0.79% Products Gourmet cooking 582,393,490.23 535,280,111.34 8.09% -11.24% -5.99% -5.13% Home assistant 261,169,345.25 239,323,135.82 8.36% -41.06% -40.66% -0.62% Tea/coffee 108,701,447.51 95,297,668.22 12.33% -9.75% -12.06% 2.3% LED green-energy 54,449,772.35 47,527,709.62 12.71% -13.48% -7.5% -5.64% products Other 14,619,742.04 11,113,350.57 23.98% -65.6% -62.48% -6.32% Tourism 23,308,240.78 21,048,803.46 9.69% 114.79% 116.69% -0.79% Explanation to the main business performances classified by industries and products: The total amount of related-party transactions arising from the Company selling products to and providing services for the controlling shareholder and its subsidiaries stood at RMB 104,988,000 for the reporting period. Explanation to the reasons for any significant year-on-year change of the gross profit rate: N/A (2)Main business lines classified by regions Unit: RMB Yuan Increase/decrease compared with the same Region Operating revenue period last year (%) Australia 62,458,640.05 -23.68% Africa 12,780,284.07 -15.87% America 382,338,083.85 -30.69% Europe 202,912,779.50 -20.84% Asia 384,152,250.69 -10.86% Explanation to the main business performances classified by regions: N/A Explanation to the main business structure: N/A (3)Reasons for significant changes in main business and its structure □Applicable √Inapplicable (4)Reasons for significant changes in profitability of main business (gross profit rate) compared with that in the last year □Applicable √Inapplicable 17 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (5)Analysis on reasons of significant changes in profit breakdown compared with the last year √Applicable □Inapplicable The main business income of the reporting period was down 21.80% on a year-on-year basis. Due to the weak export market, the decreased operating income and Renminbi appreciation, the gross profit of the Company’s export decreased, along with the inventory turnover. Meanwhile, impairment provisions were made for some assets. As a result, the operating income and profit both decreased on a year-on-year basis. (6)Business nature, main products/services, net profit and other particulars about subsidiaries which made a contribution over 10% to the Company’s net profit for the reporting period □Applicable √Inapplicable (7) Problems and difficulties encountered in operation 2. Internal control rules in relation to fair value measurement □Applicable √Inapplicable 3. Foreign-currency financial assets and liabilities held □Applicable √Inapplicable (II)Investments 1. General utilization of the raised funds □Applicable √Inapplicable 2. Projects promised to be invested with raised funds □Applicable √Inapplicable 3. Change of projects invested with raised funds □Applicable √Inapplicable 4. Significant projects invested with non-raised funds □Applicable √Inapplicable (III) Revision of the Board of Directors’ business plan for the second half of the year □Applicable √Inapplicable (IV) Business performance estimate for Jan.-Sept. 2012 Warnings of estimated possible losses or major changes of the accumulative net profit achieved during the period from the beginning of the year to the end of the next report period compared with the same period of last year, as well as the reasons □Applicable √Inapplicable 18 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (V) Explanation of the Board of Directors on “Non-standard Auditing Report” issued by the CPA firm for the report period □Applicable √Inapplicable (VI) Explanation of the Board of Directors on changes and solutions of the issues involved in the “Non-standard Auditing Report” issued by the CPA firm for last year □Applicable √Inapplicable (VII) State the discussion results of the Board of Directors on the reasons and influence of the Company’s accounting policy and estimate alterations or significant accounting error correction □Applicable √Inapplicable (VIII) Formulation and execution of the Company’s cash dividend policy In the reporting period, according to the CSRC Notice on Further Implementing Matters Related to Cash Dividend Distribution of Listed Companies (Zheng-Jian-Fa [2012] No. 37) and the CSRC Xiamen Bureau Notice on Further Improving the Work Mechanism Related to Dividend Distribution of Listed Companies (Xia-Zheng-Jian-Fa [2012] No. 62), taking into account its actual situation, the Company formulated the Plan on Cash Dividends Return for Shareholders of Tsann Kuen (China) Enterprise Co., Ltd., and amended the profit distribution articles in its Articles of Association. For details, please refer to the Announcement on Resolutions Made at the Third Special Session of the Board of Directors for 2012 and the Announcement on the Plan on Cash Dividends Return for Shareholders disclosed on Securities Times, Hong Kong Ta Kung Pao and www.cninfo.com.cn dated 13 Jul. 2012, and the Announcement on Resolutions Made at the Second Special Shareholders’ General Meeting for 2012 and the Articles of Association (revised on 24 Jul. 2012) disclosed on Securities Times, Hong Kong Ta Kung Pao and www.cninfo.com.cn dated 25 Jul. 2012. Due to the Company is under the status of accumulated losses currently, the Company will execute relevant dividends distribution in accordance with the Plan on Cash Dividends Return for Shareholders after making up the accumulated losses. (IX) Pre-plan for profit distribution or turning capital reserve into share capital □Applicable √Inapplicable (X) The accumulative retained profit as at the end of 2011 is a positive number but the Company has not put forward a cash dividend pre-plan. □Applicable √Inapplicable (XI) Other matters that need to be disclosed Naught (XII) The Company’s liabilities, credit changes and future cash arrangements for debt-clearing (Only listed companies with convertible corporate bonds are required to fill the table below.) □Applicable √Inapplicable 19 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. VII. Significant Events (I) Corporate governance During the reporting period, the Company standardize its operations strictly in accordance with requirements of relevant law and rules of Company Law, Securities Law, Code of Corporate Governance for Listed Companies in China, Rules for Listing Shares at Shenzhen Stock Exchange and so on, and endlessly amplified and perfected administration structure and corporate system of the Company as well as established relatively accomplished corporate governance structure. Currently, the situation of corporate governance structure basically accorded with regulations stipulated in regulatory documents on governance of listed companies reported by CSRC. As for problems pointed out by Xiamen CSRC on site-inspection has been rectified and improved with requirements. For details, please refer to Rectification and Improvement Report Concerning Site-inspection by Xiamen CSRC released by the Company dated 29 Feb. 2012. There were no governance problems remained unsolved. The governance of the Company is as follows: 1. Shareholders and Shareholders’ General Meeting The Company convened Shareholders’ General Meeting in line with Articles of Association of the Company and Rules of Procedures for Shareholders’ General Meeting, treated all shareholders with equity, guaranteed middle and small shareholders enjoy equal status and ensured all shareholders be able to exercise their rights. As for limitations such as insufficient of minutes etc. pointed out by Xiamen CSRC on site-inspection, the Company has rectified and improved with requirements and would continued to conduct standardized operation strictly. 2. Controlling shareholders and the Company Controlling shareholders were strictly in accordance with requirements to exercise rights of promoters and assumed responsibilities. The Company realized independence between controlling shareholder and listed companies in business, assets, agencies and finance; and independent operation between the Board of Directors of the Company, the Supervisory Board and internal agency which ensured independence in accounting, assuming responsibility and bearing risks. As for problem of insufficient independence pointed out by Xiamen CSRC on site-inspection, the Company has made rectification and improvement with requirements and the Shareholders’ General Meeting, the Board of Directors, the Supervisory Board, and senior management performed relevant responsibilities so as to ensure legal rights and interests of investors. 3. Directors and the Board of Directors The Company strictly in accordance with election procedure of directors in Articles of Association of the Company to elect directors that the number of directors and the structure of the Board of Directors were in line with requirements of laws and regulations. The Board of Directors earnestly executed Rules of Procedure for the Board of Directors so as to guaranteed efficient operation and scientific strategic decision. All directors of the Company performed their responsibilities honestly, sincerely and assiduously, presented the Board of Directors, the Shareholders’ General Meeting seriously, and participated in relevant trains actively. As for problem that the minutes of the Board was not signed by directors presented the Board meeting pointed out by Xiamen CSRC on site-inspection, the Company has strictly carried out the signatures and affirmation of minutes by directors presented the Board meeting since the 3rd Board of Directors for 2011 convened on 21 May 2011. 4. Supervisors and the Supervisory Board The Supervisory Board of the Company strictly in line with relevant provisions of Company Law and the Articles of Association of the Company that the number of supervisors and the structure of the Supervisory Board were in accordance with requirements of laws and regulations. All supervisors exercised the Rules 20 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. of Procedure for the Supervisory Board, earnestly performed their responsibilities. In light of the responsibility for shareholders, all supervisors conducted inspection and supervision to the legitimacy corporate finance of the Company and other significant decisions, legally performed responsibilities to directors of the Company and senior management and supervised the implement of resolutions of the Board of Directors and Shareholders’ General Meeting. As for problem that the Supervisory Board didn’t distribute meeting notice independently pointed out by Xiamen CSRC on site-inspection, the Company has released meeting notice independently with requirements. 5. Information disclosure and transparency The Company strictly in accordance with requirements of relevant provisions and regulatory documents such as Rules for Listing Shares at Shenzhen Stock Exchange, Guidelines on Fair Information Disclosure of Listed Companies, performed responsibilities of information disclosure of the Company truthfully, accurately, timely and completely, and then guaranteed the equal opportunity of all shareholders of the Company to gain relevant information of the Company. As for the problem that senior management released by the Company was against the actual situation pointed out by Xiamen CSRC on site-inspection, the Company has made re-definition, perfected corporate governance structure so as to ensure the balance of responsibilities and duties of senior management and ensure the independence of personnel and accuracy of information disclosure. 6. There isn’t any problem on horizontal competition and related transactions that arising from partial restructures and other issues of the Company. In the reporting period, the Company continuing and strictly in accordance with Company Law, Securities Law, Basic Standards for Enterprise Internal Control, Supporting Guidelines for Corporate Internal Control as well as requirements of regulated documents of corporate governance for listed companies published by CSRC, endlessly accomplished corporate governance structure, actively enforced corporate governance work, and gradually perfected corporate governance and internal control system, intensified supervision of internal control, promoted operation efficiency, operation regulation and corporate governance level, endeavor to seek optimized profit and earnestly protected legal profit of minority shareholders. (II)Execution of the plans for profit distribution, turning capital reserve into share capital or new share issuance which had been made in the previous period and were carried out in the report period □Applicable √Inapplicable (III) Significant litigations and arbitrations □Applicable √Inapplicable The Company was not involved in any significant lawsuit or arbitration during the reporting period. (IV) Bankruptcy or reorganization events □Applicable √Inapplicable (V) Holding equity of other listed companies and joint financial enterprises 1. Securities investment □Applicable √Inapplicable Notes of securities investment 21 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 2. Holding equity of other listed companies □Applicable √Inapplicable Notes of holding equity of other listed companies 3. Holding equity of non-listed financial enterprises □Applicable √Inapplicable Notes of holding equity of non-listed financial enterprises 4. Trading stocks of other listed companies □Applicable √Inapplicable Notes to trading stocks of other listed companies (VI) Assets transaction events 1. Purchase of assets √Applicable □Inapplicable Net profit Net profit contributed to the contributed to the Relationship Company from the Company from the Whether or not Ratio of the net between the Whether or not the acquisition date to year-begin to the the ownership of profit transaction Transaction party Transaction price creditor’s right and Asset acquired or Date of the period-end period-end Related-party Pricing the asset contributed by party and the Disclosure date or ultimate (RMB Ten liabilities involved bought in acquisition (applicable for (applicable for transaction or not principle involved has the asset to the Company of initial special controller thousand) have been fully business business been fully Company to the (applicable for announcement transferred combinations not combinations transferred total profit (%) related-party under the same under the same transactions) control) control) Under the same Sino Global East Sino ultimate Development Development 11 Jun. 2012 3,981.19 -451.22 Yes Fair price Yes Yes -23% 13 Mar. 2012 controlling Limited Limited company 22 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Notes to purchase of assets: On 10 Mar. 2012, Tsann Kuen (Zhangzhou) Enterprise Co., Ltd. and Sino Global Development Limited signed the Equity Transfer Agreement, with the latter transferring 100% equity interests of East Sino Development Limited (its wholly-funded subsidiary) to the former at the price of US$ 6.30 million. On 11 Jun. 2012, Tsann Kuen (Zhangzhou) Enterprise Co., Ltd. completed the equity registration alteration formalities regarding its acquisition of equity interests of East Sino Development. This transaction made a business combination under the same control and East Sino Development was consolidated by the Company since the transaction was concluded. East Sino Development achieved a net profit of RMB -4.5122 million for the reporting period, with its total assets being RMB 90.59 million, total liabilities being RMB 61.08 million and net assets being RMB 29.20 million. For details, see the Announcement on the Controlled Subsidiary Zhangzhou Tsann Kuen Acquiring Equity Interests of East Sino Development & the Relevant Related-party Transaction Caused disclosed on Securities Times, Hong Kong Ta Kung Pao and http://www.cninfo.com.cn on 13 Mar. 2012, as well as the Announcement on the Controlled Subsidiary Zhangzhou Tsann Kuen Completing the Equity Registration Alteration Formalities Regarding Its Acquisition of Equity Interests of East Sino Development disclosed on Securities Times, Hong Kong Ta Kung Pao and http://www.cninfo.com.cn on 14 Jun. 2012. 2. Sale of assets □Applicable √Inapplicable Notes to sale of assets: 3. Exchange of assets □Applicable √Inapplicable Notes to exchange of assets: 23 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 4. Business combination √ Applicable □ Inapplicable On 10 Mar. 2012, Tsann Kuen (Zhangzhou) Enterprise Co., Ltd. and Sino Global Development Limited signed the Equity Transfer Agreement, with the latter transferring 100% equity interests of East Sino Development Limited (its wholly-funded subsidiary) to the former at the price of US$ 6.30 million. On 11 Jun. 2012, Tsann Kuen (Zhangzhou) Enterprise Co., Ltd. completed the equity registration alteration formalities regarding its acquisition of equity interests of East Sino Development. This transaction made a business combination under the same control and East Sino Development was consolidated by the Company since the transaction was concluded. East Sino Development achieved a net profit of RMB -4.5122 million for the reporting period, with its total assets being RMB 90.59 million, total liabilities being RMB 61.08 million and net assets being RMB 29.20 million. For details, see the Announcement on Resolutions Made at the Second Session of the Board of Directors for 2012, Announcement on the Controlled Subsidiary Zhangzhou Tsann Kuen Acquiring Equity Interests of East Sino Development & the Relevant Related-party Transaction Caused disclosed on Securities Times, Hong Kong Ta Kung Pao and http://www.cninfo.com.cn on 13 Mar. 2012, as well as the Announcement on the Controlled Subsidiary Zhangzhou Tsann Kuen Completing the Equity Registration Alteration Formalities Regarding Its Acquisition of Equity Interests of East Sino Development disclosed on Securities Times, Hong Kong Ta Kung Pao and http://www.cninfo.com.cn on 14 Jun. 2012. 5. Progress of these events after the publication of the assets reorganization report or public notices on the purchases or sales of assets, as well as the influences of these events on the operation results and financial status of the Company in this reporting period √Applicable □Inapplicable Progress of the relevant event after the publication of an asset acquisition announcement, as well as the influences of the event on the operation results and financial status of the Company in this reporting period: (1) The proposal on the Company’s controlled subsidiary Tsann Kuen (Zhangzhou) Enterprise Co., Ltd. (“Zhangzhou Tsann Kuen” for short) acquiring all equity interests of East Sino Development Limited—a wholly-funded subsidiary of the Company’s related party Sino Global Development Limited was reviewed and approved as a resolution at the 2nd board session for 2012 and the First Special Shareholders’ General Meeting for 2012 held on 10 Mar. 2012 and 30 Mar. 2012 respectively. For details, see the Announcement on Resolutions of the 2nd Board Session for 2012 and the Announcement on the Controlled Subsidiary Zhangzhou Tsann Kuen Acquiring Equity Interests of East Sino Development & the Relevant Related-party Transaction Caused disclosed on Securities Times, Hong Kong Ta Kung Pao and http://www.cninfo.com.cn on 13 Mar. 2012, as well as the Announcement on Resolutions of the First Special Shareholders’ General Meeting for 2012 disclosed on Securities Times, Hong Kong Ta Kung Pao and http://www.cninfo.com.cn on 31 Mar. 2012. As approved by the local competent authorities in Hong Kong, Zhangzhou Tsann Kuen completed on 11 Jun. 2012 the equity registration alteration formalities regarding its acquisition of East Sino Development’s equity interests. For details, see the Announcement on the Controlled Subsidiary Zhangzhou Tsann Kuen Completing the Equity Registration Alteration Formalities Regarding Its Acquisition of Equity Interests of East Sino Development disclosed on Securities Times, Hong Kong Ta Kung Pao and http://www.cninfo.com.cn on 14 Jun. 2012. East Sino Development achieved a net profit of RMB -4.5122 million for the reporting period, with its total assets being RMB 90.59 million, total liabilities being RMB 61.08 million and net assets being RMB 29.20 million. (2) As resolved at the first special board session for 2012 on 31 May 2012, the controlled subsidiary Tsann Kuen (Zhangzhou) Enterprise Co., Ltd. (“Zhangzhou Tsann Kuen” or “Party A” for short) would transfer all equity interests of its two wholly-funded Hong Kong-based subsidiaries Brilliant Leader Co., Ltd. and Globe Strong Co., Ltd. to its related party Rich Star Limited (“Party B” for short) at the price of US$ 4.30 million and this would form a related-party transaction. For details, see the Announcement of Resolutions of the 1st Special Board Session for 2012 and the Announcement on the Controlled Subsidiary Zhangzhou Tsann Kuen Transferring Equity Interests of Its Wholly-Funded Subsidiaries and the Related-Party 24 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Transactions Caused disclosed on Securities Times, Hong Kong Ta Kung Pao and http://www.cninfo.com.cn on 1 Jun. 2012. On 10 Jul. 2012, Zhangzhou Tsann Kuen received the first stage of the payment by Rich Star Limited (50% of the total payment, i.e. US$ 2.15 million, including US$ 2.1288 for Brilliant Leader and US$ 0.0212 for Globe Strong). For details, see the Announcement on Progress of the Controlled Subsidiary Zhangzhou Tsann Kuen Transferring Equity Interests of Its Wholly-Funded Subsidiaries disclosed on Securities Times, Hong Kong Ta Kung Pao and http://www.cninfo.com.cn on 11 Jul. 2012. According to the Equity Transfer Agreement signed by Zhangzhou Tsann Kuen and Rich Star Limited, the remaining 50% of the payment (after deducting gains and losses from the base day to the equity settlement day) should be paid by Party B to Party A promptly after the equity transaction was concluded. Zhangzhou Tsann Kuen completed all formalities regarding this equity transaction on 30 Jul. 2012 and received the remaining 50% of the payment from Rich Star Limited on 2 Aug. 2012 (i.e. US$ 2,068,312.93 after deducting gains and losses from the base day to the equity settlement day, including US$ 2,048,064.41 for Brilliant Leader and US$ 20,248.52 for Globe Strong). For details, see the Announcement on Progress of the Controlled Subsidiary Zhangzhou Tsann Kuen Transferring Equity Interests of Its Wholly-Funded Subsidiaries disclosed on Securities Times, Hong Kong Ta Kung Pao and http://www.cninfo.com.cn on 4 Aug. 2012. (VII) Explanation on shareholding increase scheme during the report period proposed or implemented by the principal shareholders and act-in-concert persons □Applicable √Inapplicable (VIII) Implementation situation and influence of equity incentive plan of the Company □Applicable √Inapplicable (IX) Significant related-party transactions 25 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 1. Related-party transactions relevant to routine operation √ Applicable □ Inapplicable Reason for Influence significant Type of the Content of the Pricing principle of Transaction Transaction amount Proportion in same on the Market price difference Settlement method of the Related party Relationship related-party related-party the related-party price (RMB Ten (RMB Ten kind of transactions profits of (RMB Ten between the related-party transaction transaction transaction transaction thousand) thousand) (%) the thousand) transaction price Company and the market price STAR Settled according to the COMGISTIC Ultimate controlling Open, fair and just Purchase Raw materials 583 0.65% contract signed by both CAPITAL company principle parties CO.,LTD. Company directly Thermaster Settled according to the controlled by key Open, fair and just Electronic Purchase Raw materials 1,937.6 2.15% contract signed by both management personnel and principle (Xiamen) Ltd. parties their close family members STAR Settled according to the COMGISTIC Ultimate controlling Open, fair and just Sales Finished goods 2,984.51 2.97% contract signed by both CAPITAL company principle parties CO.,LTD. Under the control of the Settled according to the TSANN KUEN Open, fair and just same ultimate controlling Sales Finished goods 7,008.53 6.97% contract signed by both JAPAN CO., LTD principle company parties Company directly Thermaster Settled according to the controlled by key Open, fair and just Electronic Sales Raw materials 14.24 0.01% contract signed by both management personnel and principle (Xiamen) Ltd. parties their close family members Xiamen Tsann Under the control of the Settled according to the Open, fair and just Kuen Trading same ultimate controlling Sales Finished goods 0.13 0% contract signed by both principle Co.,Ltd. company parties STAR Settled according to the Ultimate controlling Acceptance of Open, fair and just COMGISTIC Commission fee 29 100% contract signed by both company labor service principle CAPITAL parties 26 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. CO.,LTD. Under the control of the Expense for repair, Settled according to the TSANN KUEN Acceptance of Open, fair and just same ultimate controlling exchange and 494.29 24.82% contract signed by both JAPAN CO., LTD labor service principle company return of goods parties Under the control of the Settled according to the TSANN KUEN Acceptance of Expenses for after Open, fair and just same ultimate controlling 14.47 100% contract signed by both USA INC labor service sale service principle company parties Under the control of the Settled according to the STAR TRAVEL Acceptance of Open, fair and just same ultimate controlling Costs of service 63.78 17.01% contract signed by both SERVICE CORP. service principle company parties Star Travel Under the control of the Settled according to the Acceptance of Open, fair and just International Co., same ultimate controlling Costs of service 106.5 28.4% contract signed by both service principle Ltd. company parties Under the control of the Settled according to the STAR TRAVEL Rendering of Revenue from Open, fair and just same ultimate controlling 0.28 0.07% contract signed by both SERVICE CORP. service service principle company parties Star Travel Under the control of the Settled according to the Rendering of Revenue from Open, fair and just International Co., same ultimate controlling 45.31 10.78% contract signed by both service service principle Ltd. company parties Company directly Thermaster Settled according to the controlled by key Rendering of Revenue from Open, fair and just Electronic 9.44 2.25% contract signed by both management personnel and service service principle (Xiamen) Ltd. parties their close family members Xiamen Tsann Under the control of the Settled according to the Rendering of Revenue from Open, fair and just Kuen Trading same ultimate controlling 8.65 2.06% contract signed by both service service principle Co.,Ltd. company parties Xiamen Tsann Under the control of the Settled according to the Rendering of Open, fair and just Kuen Trading same ultimate controlling Rental of plants 451.39 18.5% contract signed by both service principle Co.,Ltd. company parties Total -- -- 13,751.12 -- -- -- -- Details of large amount of sales returns Necessity and continuity of related-party transaction as well as reason of choosing the Increase the Group’s efficiency of vertical division of labor, so as to complement the advantages of each other; increase the market share through the related party (but not other transaction parties) to conduct the said transaction 27 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. advantage of related enterprises in various countries of the world. Impacts of related-party transaction on independency of the Company Dependant degree of the Company on related party and relevant solutions for the dependence (if any) As for the prediction on the total amount of routine related-party transactions to be occurred in the reporting period by relevant types, the actual performance in the reporting period Explanation on related-party transaction Related-party transactions relevant to routine operation Selling products and providing labor services to related parties Purchasing products and receiving labor services from related parties Related party Transaction amount (RMB Ten Proportion in same kind of Transaction amount (RMB Ten Proportion in same kind of thousand) transactions (%) thousand) transactions (%) STAR COMGISTIC CAPITAL CO.,LTD. 2,984.51 2.97% 583 0.65% STAR COMGISTIC CAPITAL CO.,LTD. 0 0% 29 100% TSANN KUEN JAPAN CO., LTD 7,008.53 6.97% 494.29 24.82% Thermaster Electronic (Xiamen) Ltd. 14.24 0.01% 1,937.6 2.15% Thermaster Electronic (Xiamen) Ltd. 9.44 2.25% 0 0% STAR TRAVEL SERVICE CORP. 0.28 0.07% 63.78 17.01% Xiamen Star International Travel Service 45.31 10.78% 106.5 28.4% Co., Ltd. Xiamen Tsann Kuen Trading Co.,Ltd. 0.13 0% 0 0% Xiamen Tsann Kuen Trading Co.,Ltd. 8.65 2.06% 0 0% Xiamen Tsann Kuen Trading Co.,Ltd. 451.39 18.5% 0 0% TSANN KUEN USA INC 0 0% 14.47 100% Total 10,522.48 3,228.64 Of which: the total amount of related-party transactions of the Company selling products and providing labor services to the controlling shareholder and its subsidiaries during the reporting period stood at RMB104,988,000. 2. Related-party transactions regarding purchase and sales of assets √Applicable □Inapplicable 28 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Reason for significant Assessed Influence on Pricing Book value of difference Gains from value of Market fair Settlement the business Type of the Content of the principle of the transferred Transfer price between the the assets transferred value (RMB method of the results and Related party Relationship related-party related-party the assets (RMB (RMB Ten transfer price transfer (RMB assets (RMB Ten related-party financial transaction transaction related-party Ten Thousand) and the Ten Ten Thousand) transaction status of the transaction Thousand) book value or Thousand) Thousand) Company the assessed value Transfer According to Sino Global equity of East the price in Equity Development Shareholder Sino the contract 4,717.53 4,248.18 3,981.19 3,981.19 Transfer -451.22 transfer Co., Ltd. Development signed by both Limited parties Notes of related-party transactions regarding purchase and sales of assets: On 10 Mar. 2012, Tsann Kuen (Zhangzhou) Enterprise Co., Ltd. and Sino Global Development Limited signed the Equity Transfer Agreement, with the latter transferring 100% equity interests of East Sino Development Limited (its wholly-funded subsidiary) to the former at the price of US$ 6.30 million. On 11 Jun. 2012, Tsann Kuen (Zhangzhou) Enterprise Co., Ltd. completed the equity registration alteration formalities regarding its acquisition of equity interests of East Sino Development. This transaction made a business combination under the same control and East Sino Development was consolidated by the Company since the transaction was concluded. East Sino Development achieved a net profit of RMB -4.5122 million for the reporting period, with its total assets being RMB 90.59 million, total liabilities being RMB 61.08 million and net assets being RMB 29.20 million. For details, see the Announcement on Resolutions Made at the Second Session of the Board of Directors for 2012, Announcement on the Controlled Subsidiary Zhangzhou Tsann Kuen Acquiring Equity Interests of East Sino Development & the Relevant Related-party Transaction Caused disclosed on Securities Times, Hong Kong Ta Kung Pao and http://www.cninfo.com.cn on 13 Mar. 2012, as well as the Announcement on the Controlled Subsidiary Zhangzhou Tsann Kuen Completing the Equity Registration Alteration Formalities Regarding Its Acquisition of Equity Interests of East Sino Development disclosed on Securities Times, Hong Kong Ta Kung Pao and http://www.cninfo.com.cn on 14 Jun. 2012. 3. Significant related-party transitions with joint investments □Applicable √Inapplicable 4. Significant credits and liabilities with related parties √Applicable □Inapplicable Was there any non-operating credit or liability with any related party? 29 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. √ Yes □ No Lending funds to related parties (RMB Ten thousand) Borrowing funds from related parties (RMB Ten thousand) Related party Relationship Interest Interest Opening Incurred Repaid Closing Interest Opening Incurred Repaid Closing Interest expenditur expenditu balance amount amount balance income balance amount amount balance income es res Non-operational TSANN KUEN JAPAN CO., LTD Same ultimate holding company 54.47 0 EUPA Industry Corporation Limited Shareholder 0 2.93 Hongkong Fillman investment Co.,Ltd. Shareholder 5,692.4 5,692.4 Sino Global Development Co., Ltd. Shareholder 7,379.53 7,379.53 Subtotal 13,126.4 13,074.86 Operational STAR TRAVEL SERVICE CORP. Same ultimate holding company 0 0.28 0.28 0 3.08 63.78 66.39 0.47 TSANN KUEN JAPAN CO., LTD Same ultimate holding company 4,519.01 7,008.53 6,896.53 4,631.01 1,166.08 494.29 1,371.15 289.22 Company directly controlled by key Thermaster Electronic (Xiamen) Ltd. management personnel and their close 3.07 23.68 25.75 1 1,446.74 1,937.6 2,382.89 1,001.45 family members STAR COMGISTIC CAPITAL CO.,LTD. Ultimate controlling company 952.44 2,984.51 2,230.04 1,706.91 799.45 612.18 1,251.9 159.73 Xiamen Tsann Kuen Trading Co.,Ltd. Same actual controller 0 460.17 460.04 0.13 734.71 50.5 785.21 Xiamen Star International Travel Service Co., Ltd. Same ultimate holding company 5.71 45.31 43.69 7.33 44.24 106.5 121.8 28.94 TSANN KUEN USA INC Same ultimate holding company 12.96 14.47 25.32 2.11 Sino Global Development Co., Ltd. Shareholder 0 7,379.53 0 7,379.53 Hongkong Fillman investment Co.,Ltd. Shareholder 0 5,692.4 0 5,692.4 EUPA Industry Corporation Limited Same ultimate holding company 0 2.93 0 2.93 Subtotal 5,480.23 10,522.48 9,656.33 6,346.38 4,207.26 16,354.18 5,219.45 15,341.99 Total 5,480.23 10,522.48 9,656.33 6,346.38 4,207.26 16,354.18 5,219.45 15,341.99 Incurred amount of funds provided to the controlling shareholder and its subsidiaries by the 10,498.8 Company during the reporting period (RMB Ten Thousand) Of which: non-operational incurred amount (RMB Ten Thousand) Balance of funds lent to the controlling shareholder and its subsidiaries by the Company 6,345.38 (RMB Ten Thousand) Of which: non-operational balance (RMB Ten Thousand) Reason of forming the credits and liabilities with related parties Trading of goods, rendering and acceptance of service, rendering and acceptance of labor service and leasing 30 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Debt clearing situation of the credits and liabilities with related parties Commitments made relevant to the credits and liabilities with related parties Influence of the credits and liabilities with related parties on the business results and financial status of the Company Capital occupation during the report period and debt-clearing progress □Applicable √Inapplicable The accountability plan put forward by the Board of Directors when the Company had not completed collecting the capital occupied for non-operating purposes by the end of the report period □Applicable √Inapplicable 31 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 5. Other significant related-party transactions Naught (X) Significant contracts and execution 1. The trust, contract and lease whose profits reaching more than 10% (including 10%) of the total profits of the Company in the report period (1) Status of trust □Applicable √Inapplicable (2)Particulars about contracting □Applicable √Inapplicable (3)Particulars about leasing √Applicable □Inapplicable Involved Influences amount of Rental Recognitio Related-pa Name of Status of Innitial Ending of rental Name of the leased income n basis of rty Relationsh contract-o leased date of date of income on leasor assets (RMB Ten rental transaction ip ut party assets leasing leasing the (RMB Ten Thousand) income or not Company Thousand) According Xiamen Xiamen to the price Under the Tsann Tsann in the control of 16 Sept. 15 Sept. Kuen Kuen Leased 7,395.311 451.3889 contract Yes the same 2011 2014 Enterprise Trading signed by actual Co., Ltd. Co.,Ltd. both controller parties Note: 2. Guarantees provided by the Company √Applicable □Inapplicable 32 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Unit: RMB Ten Thousand Guarantees provided by the Company for external parties (excluding those for subsidiaries) Disclosure Actual occurrence Guarantee date of Amount for Actual guarantee Type of Period of Executed or Guaranteed party date (date of for a related relevant guarantee amount guarantee guarantee not agreement) party or not announcement Tsann Kuen (Zhangzhou) One year since South Port Electronics 4 Dec. 2010 8,000 4 Mar. 2011 0 Warranty the liability Yes No Enterprise Co., Ltd. period expired Tsann Kuen (Zhangzhou) One year since South Port Electronics 23 Apr. 2011 10,000 23 Apr. 2011 0 Warranty the liability Yes No Enterprise Co., Ltd. period expired One year since PT.Tsann Kuen 26 Apr. 2011 2,214 8 Jul. 2011 0 Warranty the liability Yes No ZhangZhou Indonesia period expired Total actual occurred amount of Total external guarantee line approved 0 external guarantee during the 804 during the reporting period (A1) reporting period (A2) Total external guarantee line that has Total actual external guarantee been approved at the end of the reporting 20,214 balance at the end of the reporting 0 period (A3) period (A4) Guarantees provided by the Company for its subsidiaries Disclosure Actual occurrence Guarantee date of Amount for Actual guarantee Type of Period of Executed or Guaranteed party date (date of for a related relevant guarantee amount guarantee guarantee not agreement) party or not announcement Total guarantee line approved for the Total actual occurred amount of subsidiaries during the reporting period guarantee for the subsidiaries during (B1) the reporting period (B2) Total guarantee line that has been Total actual guarantee balance for approved for the subsidiaries at the end the subsidiaries at the end of the of the reporting period (B3) reporting period (B4) Total guarantee amount provided by the Company (total of the above-mentioned two kinds of guarantees) Total actual occurred amount of Total guarantee line approved during the 0 guarantee during the reporting 804 reporting period (A1+B1) period (A2+B2) Total guarantee line that has been approved at the end of the reporting Total actual guarantee balance at the period 20,214 0 end of the reporting period (A4+B4) (A3+B3) Proportion of total guarantee amount (A4+B4) to the net assets of the Company Of which: Amount of guarantee for shareholders, actual controller and related parties 0 (C) Amount of debt guarantee provided for the guaranteed party whose 0 asset-liability ratio is not less than 70% directly or indirectly (D) Part of the amount of the total guarantee over 50% of net assets (E) 0 Total amount of the above three guarantees (C+D+E) 0 Explanation on possible bearing joint responsibility of liquidation due to N/A immature guarantee Explanation on provision of guarantees for external parties in violation of the N/A prescribed procedure 33 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 3. Entrusted financial management □Applicable √Inapplicable 4. Performance of significant contracts relevant to routine operation 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. 5. Other significant contracts □Applicable √Inapplicable (XI) Explanation on issuing corporate bonds □Applicable √Inapplicable (XII) Performance of commitments 1. Commitments made by the Company or shareholders holding over 5% of the Company’s shares in the report period, or such commitments carried down into the report period □Applicable √Inapplicable 2. The Company’s assets or projects exist profitable prediction and the report period is in such prediction period, it states the profits from the assets or projects reaching original prediction and relevant reasons □Applicable √Inapplicable 34 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (XIII) Items of other comprehensive income Unit: RMB Yuan Items This report period Same period of last year 1. Profits/(losses) from available-for-sale financial assets Less: Effects on income tax generating from available-for-sale financial assets Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period Subtotal 0.00 0.00 2. Interests in the investee entities’ other comprehensive income as per 0.00 0.00 equity method Less: Effects on income tax generating from the interests in the 0.00 0.00 investee entities’ other comprehensive income as per equity method Net amount transferred into profit and loss in the current period that 0.00 0.00 recognized into other comprehensive income in prior period Subtotal 0.00 0.00 3. Profits/(losses) from cash flow hedging instrument 0.00 0.00 Less: Effects on income tax generating from cash flow hedging 0.00 0.00 instrument Net amount transferred into profit and loss in the current period that 0.00 0.00 recognized into other comprehensive income in prior period The adjustment value that is the converted initial recognition amount of 0.00 0.00 arbitrage project Subtotal 0.00 0.00 4. Converted amount of foreign currency financial statements 1,349,983.16 1,227,157.48 Less: Net value of disposal of oversea operations that recognized into 0.00 0.00 current profit and loss Subtotal 1,349,983.16 1,227,157.48 5. Other 0.00 0.00 Less: Effects on income tax generating from the others that included 0.00 0.00 into other comprehensive income Net amount transferred into profit and loss in the current period that 0.00 0.00 recognized into other comprehensive income in prior period Subtotal 0.00 0.00 Total 1,349,983.16 1,227,157.48 (XIV) Particulars about researches, visits and interviews received in this report period Time of Way of Place of reception Visitor type Visitor Main discussion and materials provided by the Company reception reception The Company’s operating situation, with no written materials 9 Jan. 2012 Company Office By phone Individual Mr. Cai provided by the Company The Company’s operating situation, with no written materials 29 Feb. 2012 Company Office By phone Individual Mr. Hu provided by the Company The Company’s operating situation, with no written materials 22 Mar. 2012 Company Office By phone Individual Mr. Li provided by the Company The Company’s operating situation, with no written materials 25 Apr. 2012 Company Office By phone Individual Mr. Su provided by the Company The Company’s operating situation, with no written materials 26 Apr. 2012 Company Office By phone Individual Mr. Yu provided by the Company The Company’s operating situation, with no written materials 29 Jun. 2012 Company Office By phone Individual Mr. Ye provided by the Company The Company’s operating situation and the influence of the main 29 Jun. 2012 Company Office By phone Individual Mr. Li board delisting system on the Company, with no written materials provided by the Company The Company’s operating situation and the influence of the main 29 Jun. 2012 Company Office By phone Individual Ms. Wang board delisting system on the Company, with no written materials provided by the Company The influence of the main board delisting system on the 2 Jul. 2012 Company Office By phone Individual Mr. Ouyang Company, with no written materials provided by the Company 4 Jul. 2012 Company Office By phone Individual Mr. Mu The influence of the main board delisting system on the 35 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Company, with no written materials provided by the Company The influence of the main board delisting system on the 5 Jul. 2012 Company Office By phone Individual Mr. Yang Company, with no written materials provided by the Company The influence of the main board delisting system on the 9 Jul. 2012 Company Office By phone Individual Mr. Hu Company, with no written materials provided by the Company The influence of the main board delisting system on the 10 Jul. 2012 Company Office By phone Individual Mr. Yang Company, with no written materials provided by the Company The influence of the main board delisting system on the 10 Jul. 2012 Company Office By phone Individual Mr. Shi Company, with no written materials provided by the Company The influence of the main board delisting system on the 11 Jul. 2012 Company Office By phone Individual Mr. Yu Company, with no written materials provided by the Company The influence of the main board delisting system on the 11 Jul. 2012 Company Office By phone Individual Mr. Shen Company, with no written materials provided by the Company The Company’s operating situation and the influence of the main 12 Jul. 2012 Company Office By phone Individual Mr. Li board delisting system on the Company, with no written materials provided by the Company The influence of the main board delisting system on the 17 Jul. 2012 Company Office By phone Individual Mr. Qu Company, with no written materials provided by the Company The influence of the main board delisting system on the 18 Jul. 2012 Company Office By phone Individual Mr. Wang Company, with no written materials provided by the Company The influence of the main board delisting system on the 20 Jul. 2012 Company Office By phone Individual Mr. Li Company, with no written materials provided by the Company The influence of the main board delisting system on the 23 Jul. 2012 Company Office By phone Individual Mr. Li Company, with no written materials provided by the Company The influence of the main board delisting system on the 23 Jul. 2012 Company Office By phone Individual Mr. He Company, with no written materials provided by the Company The influence of the main board delisting system on the 23 Jul. 2012 Company Office By phone Individual Mr. Liang Company, with no written materials provided by the Company The influence of the main board delisting system on the 23 Jul. 2012 Company Office By phone Individual Mr. Chen Company, with no written materials provided by the Company The influence of the main board delisting system on the 23 Jul. 2012 Company Office By phone Individual Mr. Fan Company, with no written materials provided by the Company Field Guosen 23 May 2012 Company office Institution Operating particulars of the Company research Securities (XV) Particulars about engagement and disengagement of CPAs firm Has this semi-annual report been audited? □ Yes √ No □ Inapplicable Whether changed to engage the CPAs firm or not? □ Yes √ No □ Inapplicable (XVI) Particulars about punishment and rectification order received by the Company, its directors, supervisors, senior executives, shareholders, actual controller and acquirer □Applicable √Inapplicable (XVII) Explanation on other significant events □Applicable √Inapplicable (XVIII) Particulars about significant changes in the profitability, asset status and credit status of the Company’s convertible bonds guarantor (Only listed companies which issue convertible corporate bonds are required to fill the form below.) □Applicable √Inapplicable 36 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (XIX) Index for information disclosure Newspapers for disclosing Internet website for disclosing information Event Publishing date information and relevant page and the searching approach www.cninfo.com.cn/information/companyinf Announcement on Business Earnings Forecast for 2011 Securities Times, Ta Kung Pao 20 Jan. 2012 o.html Announcement on Receiving the Letter of Decision on www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 4 Feb. 2012 Rectification from CSRC Xiamen Bureau o.html Announcement on Resolutions Made at the First www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 29 Feb. 2012 Session of the Board of Directors for 2012 o.html Announcement on Resolutions Made at the First www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 29 Feb. 2012 Session of the Supervisory Committee for 2012 o.html Report on Rectificantion after On-site Inspection by www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 29 Feb. 2012 CSRC Xiamen Bureau o.html Notice on Convening the First Special Shareholders’ www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 13 Mar. 2012 General Meeting for 2012 o.html Announcement on Resolutions Made at the Second www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 13 Mar. 2012 Session of the Board of Directors for 2012 o.html Announcement on Resolutions Made at the Second www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 13 Mar. 2012 Session of the Supervisory Committee for 2012 o.html Announcement on Forecast of the Routine www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 13 Mar. 2012 Related-party Transactions in 2012 o.html Special Statement on Appropriation of Listed www.cninfo.com.cn/information/companyinf Company’s Capital by Controlling Shareholders and 13 Mar. 2012 o.html Other Related Parties Work Report of Independent Director for 2011 (Ge www.cninfo.com.cn/information/companyinf 13 Mar. 2012 Xiaoping) o.html Work Report of Independent Director for 2011(Lu www.cninfo.com.cn/information/companyinf 13 Mar. 2012 Jianxin) o.html Work Report of Independent Director for 2011(Tu www.cninfo.com.cn/information/companyinf 13 Mar. 2012 Liandong) o.html www.cninfo.com.cn/information/companyinf Self-appraisal Report on Internal Control for 2011 13 Mar. 2012 o.html Speicial Statement and Opinion of Independent Directors on Appropriation of Listed Company’s www.cninfo.com.cn/information/companyinf Capital by Controlling Shareholders and Other Related 13 Mar. 2012 o.html Parties & External Guarantees Provided by the Company Opinion of Independent Directors on Forecast of the www.cninfo.com.cn/information/companyinf 13 Mar. 2012 Routine Related-party Transactions for 2012 o.html www.cninfo.com.cn/information/companyinf Announcement on East Sino Development Limited 13 Mar. 2012 o.html www.cninfo.com.cn/information/companyinf Auditor’s Report (2011) 13 Mar. 2012 o.html Announcement on the Controlled Subsidiary Zhangzhou Tsann Kuen Acquiring Equity Interests of www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 13 Mar. 2012 East Sino Development & the Relevant Related-party o.html Transaction Opinion of Independent Directors on Related-party Transaction Arising from Controlled Subsidiary www.cninfo.com.cn/information/companyinf 13 Mar. 2012 Zhangzhou Tsann Kuen Acquiring Equity Interests of o.html East Sino Development Opinion of Independent Directors on Reengagement of www.cninfo.com.cn/information/companyinf 13 Mar. 2012 Reanda Certified Public Accountants Co., Ltd. o.html Opinion of Independent Directors on Self-appraisal www.cninfo.com.cn/information/companyinf 13 Mar. 2012 Report on Internal Control for 2011 o.html Opinion of Independent Directors on the Profits www.cninfo.com.cn/information/companyinf 13 Mar. 2012 Distribution Preplan of the Company in 2011 o.html Assessment Report on the Value of Total Shareholders’ Equities Involved in the Controlled Subsidiary www.cninfo.com.cn/information/companyinf 13 Mar. 2012 Zhangzhou Tsann Kuen Acquiring Equity Interests of o.html East Sino Development www.cninfo.com.cn/information/companyinf 2011 Annual Auditor’s Report 13 Mar. 2012 o.html 37 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. www.cninfo.com.cn/information/companyinf Summary of the 2011 Annual Report Securities Times, Ta Kung Pao 13 Mar. 2012 o.html www.cninfo.com.cn/information/companyinf 2011 Annual Report 13 Mar. 2012 o.html www.cninfo.com.cn/information/companyinf 2011 Annual Report(English Version) 13 Mar. 2012 o.html Suggestive Announcement on On-line Voting for www.cninfo.com.cn/information/companyinf Convening the First Special Shareholders’ General Securities Times, Ta Kung Pao 27 Mar. 2012 o.html Meeting for 2012 Work Plan on Implementation of the Internal Control www.cninfo.com.cn/information/companyinf 31 Mar. 2012 Rules o.html Letter of Legal Opinion on the First Special www.cninfo.com.cn/information/companyinf 31 Mar. 2012 Shareholders’ General Meeting for 2012 o.html Announcement on Resolutions Made at the First www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 31 Mar. 2012 Special Shareholders’ General Meeting for 2012 o.html Announcement on Resolutions Made at the Third www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 31 Mar. 2012 Session of the Board of Directors for 2012 o.html www.cninfo.com.cn/information/companyinf Earnings Forecast for the First Quarter of 2012 Securities Times, Ta Kung Pao 13 Apr. 2012 o.html Notice on Convening the 2011 Annual Shareholers’ www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 27 Apr. 2012 General Meeting o.html Announcement on External Loans Borrowed by the www.cninfo.com.cn/information/companyinf Company’s Subsidiary Zhangzhou Tsann Kuen & Securities Times, Ta Kung Pao 27 Apr. 2012 o.html Related-party Transactions Opinion of Independent Directors on Related-party www.cninfo.com.cn/information/companyinf Transaction Arising from External Loans Borrowed by 27 Apr. 2012 o.html the Company’s Subsidiary Zhangzhou Tsann Kuen Announcement on Resolutions Made at the Fourth www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 27 Apr. 2012 Session of the Board of Directors for 2012 o.html www.cninfo.com.cn/information/companyinf Report on the First Quarter of 2012 (English Version) 27 Apr. 2012 o.html www.cninfo.com.cn/information/companyinf Summary of Report on the First Quarter of 2012 Securities Times, Ta Kung Pao 27 Apr. 2012 o.html www.cninfo.com.cn/information/companyinf Report on the First Quarter of 2012 27 Apr. 2012 o.html Suggestive Announcement on On-line Voting for www.cninfo.com.cn/information/companyinf Convening the 2011 Annual Shareholders’ General Securities Times, Ta Kung Pao 11 May 2012 o.html Meeting Letter of Legal Opinion on the 2011 Annual www.cninfo.com.cn/information/companyinf 19 May 2012 Shareholders’ General Meeting o.html Announcement on Resolutions Made at the 2011 www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 19 May 2012 Annual Shareholders’ General Meeting o.html www.cninfo.com.cn/information/companyinf Articles of Association (May 2012) 19 May 2012 o.html Announcement on the Company’s Subsidiary www.cninfo.com.cn/information/companyinf Zhangzhou Tsann Kuen Transferring the Equity of Its Securities Times, Ta Kung Pao 1 Jun. 2012 o.html Wholly-owned Subsidiary & Related-party Transaction Announcement on Resolutions Made at the First www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 1 Jun. 2012 Special Session of the Board of Directors for 2012 o.html Auditor’s Report of Brilliant Leader Co., Ltd. www.cninfo.com.cn/information/companyinf 1 Jun. 2012 (Jan.-Apr. 2012) o.html Opinion of Independent Directors on Related-party Transaction Arising from the Company’s Subsidiary www.cninfo.com.cn/information/companyinf 1 Jun. 2012 Zhangzhou Tsann Kuen Transferring the Equity o.html Interests of Its Wholly-owned Subsidiary Assessment Report on the Value of Total Shareholders’ Equities Involved in Zhangzhou Tsann Kuen Enterprise www.cninfo.com.cn/information/companyinf 1 Jun. 2012 Co., Ltd. Transferring the Equity Interests of Brilliant o.html Leader Co., Ltd. Assessment Report on the Value of Total Shareholders’ Equities Involved in Zhangzhou Tsann Kuen Enterprise www.cninfo.com.cn/information/companyinf 1 Jun. 2012 Co., Ltd. Transferring the Equity Interests of Globe o.html Strong Co., Ltd. Auditor’s Report of Globe Strong Co., Ltd. (Jan.-Apr. www.cninfo.com.cn/information/companyinf 1 Jun. 2012 2012) o.html Announcement on the Controlled Subsidiary www.cninfo.com.cn/information/companyinf Zhangzhou Tsann Kuen Completing the Equity Securities Times, Ta Kung Pao 14 Jun. 2012 o.html Registration Alteration Formalities Regarding Its 38 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Acquisition of Equity Interests of East Sino Development Announcement on Resolutions Made at the First www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 3 Jul. 2012 Special Session of the Supervisory Committee for 2012 o.html www.cninfo.com.cn/information/companyinf Articles of Association (June 2012) 3 Jul. 2012 o.html Announcement on Resignation of Shareholder www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 3 Jul. 2012 Representative Supervisor o.html www.cninfo.com.cn/information/companyinf Asset Assessment Report on Assets to be Leased 3 Jul. 2012 o.html Announcement on Changes in Property Leasing www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 3 Jul. 2012 Agreement & Related-party Transaction o.html Notice on Convening the Second Special Shareholders’ www.cninfo.com.cn/information/companyinf 3 Jul. 2012 General Meeting for 2012 o.html Statement of the Original and Revised Articles of www.cninfo.com.cn/information/companyinf 3 Jul. 2012 Association o.html Report on Work Progress of the Implementation of www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 3 Jul. 2012 Internal Control Rules o.html Opinion of Independent Directors on Related-party www.cninfo.com.cn/information/companyinf Transaction Arising from Changes in Property Leasing 3 Jul. 2012 o.html Agreement Announcement on the Company’s Controlling www.cninfo.com.cn/information/companyinf Susidiary Zhangzhou Tsann Kuen Releasing from the Securities Times, Ta Kung Pao 3 Jul. 2012 o.html Guarantee for Its Indonesian Subsidiary Announcement on Resolutions Made at the Second www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 3 Jul. 2012 Special Session of the Board of Directors for 2012 o.html Announcement on Progress of the Company’s www.cninfo.com.cn/information/companyinf Subsidiary Zhangzhou Tsann Kuen Transferring the Securities Times, Ta Kung Pao 12 Jul. 2012 o.html Equity Interests of Its Wholly-owned Subsidiary Announcement on Resolutions Made at the Third www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 13 Jul. 2012 Special Session of the Board of Directors for 2012 o.html Statement of the Original and Revised Articles of www.cninfo.com.cn/information/companyinf 13 Jul. 2012 Association (12 Jul. 2012) o.html Announcement on Adding Proposals for the Second Special Shareholders’ General Meeting for 2012 & www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 13 Jul. 2012 Supplemented Notice on Convening the Second Special o.html Shareholders’ General Meeting for 2012 www.cninfo.com.cn/information/companyinf Articles of Association (July 2012) 13 Jul. 2012 o.html www.cninfo.com.cn/information/companyinf Plan on Cash Dividends Return for Shareholders 13 Jul. 2012 o.html www.cninfo.com.cn/information/companyinf Earnings Forecast for the First Half Year of 2012 Securities Times, Ta Kung Pao 13 Jul. 2012 o.html Suggestive Announcement on On-line Voting for www.cninfo.com.cn/information/companyinf Convening the Second Special Shareholders’ General Securities Times, Ta Kung Pao 17 Jul. 2012 o.html Meeting for 2012 Suggestive Announcement on Risks of Possible Listing www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 23 Jul. 2012 Termination for the Stocks of the Company o.html Suggestive Announcement on Risks of Possible Listing www.cninfo.com.cn/information/companyinf Termination for the Stocks of the Company (The Securities Times, Ta Kung Pao 24 Jul. 2012 o.html Second Time) www.cninfo.com.cn/information/companyinf Auditor’s Report of East Sino Development Limited 25 Jul. 2012 o.html Announcement on Resolutions Made at the First www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 25 Jul. 2012 Session of the Staffs’ Congress for 2012 o.html Letter of Legal Opinion on the Second Special www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 25 Jul. 2012 Shareholders’ General Meeting for 2012 o.html Announcement on Resolutions Made at the Second www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 25 Jul. 2012 Special Shareholders’ General Meeting for 2012 o.html Announcement on the Company’s Subsidiary Zhangzhou Tsann Kuen Increasing Capital Investment www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 25 Jul. 2012 on Its Wholly-owned Subsidiary East Sino o.html Development Limited Announcement on Resolutions Made at the Fourth www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 25 Jul. 2012 Special Session of the Board of Directors for 2012 o.html Suggestive Announcement on Risks of Possible Listing www.cninfo.com.cn/information/companyinf Termination for the Stocks of the Company (The Third Securities Times, Ta Kung Pao 25 Jul. 2012 o.html Time) 39 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Announcement on Resignation of Staffs Representative www.cninfo.com.cn/information/companyinf 25 Jul. 2012 Supervisor o.html www.cninfo.com.cn/information/companyinf Articles of Association (July 2012) 25 Jul. 2012 o.html Suggestive Announcement on Risks of Possible Listing www.cninfo.com.cn/information/companyinf Termination for the Stocks of the Company (The Fourth Securities Times, Ta Kung Pao 26 Jul. 2012 o.html Time) Suggestive Announcement on Joint Investment of the www.cninfo.com.cn/information/companyinf Company’s Controlled Subsidiary Zhangzhou Tsann Securities Times, Ta Kung Pao 26 Jul. 2012 o.html Kuen and Zhangzhou Economy Development Co., Ltd. Announcement on Abnormal Fluctuation on Stock www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 26 Jul. 2012 Trading o.html Suggestive Announcement on Risks of Possible Listing www.cninfo.com.cn/information/companyinf Termination for the Stocks of the Company (The Fifth Securities Times, Ta Kung Pao 27 Jul. 2012 o.html Time) Suggestive Announcement on Risks of Possible Listing www.cninfo.com.cn/information/companyinf Termination for the Stocks of the Company (The Sixth Securities Times, Ta Kung Pao 28 Jul. 2012 o.html Time) Suggestive Announcement on Risks of Possible Listing www.cninfo.com.cn/information/companyinf Termination for the Stocks of the Company (The Securities Times, Ta Kung Pao 31 Jul. 2012 o.html Seventh Time) Announcement on Abnormal Fluctuation on Stock www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 31 Jul. 2012 Trading o.html Suggestive Announcement on Risks of Possible Listing www.cninfo.com.cn/information/companyinf Termination for the Stocks of the Company (The Eighth Securities Times, Ta Kung Pao 1 Aug. 2012 o.html Time) Suggestive Announcement on Risks of Possible Listing www.cninfo.com.cn/information/companyinf Termination for the Stocks of the Company (The Ninth Securities Times, Ta Kung Pao 2 Aug. 2012 o.html Time) Announcement on Abnormal Fluctuation on Stock www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 2 Aug. 2012 Trading o.html Announcement on Stock Trading Suspension due to www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 2 Aug. 2012 Significant Event o.html Announcement on Progress of the Company’s www.cninfo.com.cn/information/companyinf Subsidiary Zhangzhou Tsann Kuen Transferring the Securities Times, Ta Kung Pao 4 Aug. 2012 o.html Equity Interests of Its Wholly-owned Subsidiary Announcement on Stock Trading Continued to be www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 9 Aug. 2012 Suspended due to Significant Event o.html Announcement on Stock Trading Continued to be www.cninfo.com.cn/information/companyinf Securities Times, Ta Kung Pao 16 Aug. 2012 Suspended due to Significant Event o.html VIII. Financial Report (I) Auditor’s report Has this semi-annual report been audited? □ Yes √ No □ Inapplicable (II) Financial statements Consolidated statements or not? √Yes □No □ Inapplicable The monetary unit in the financial statements of the financial report is RMB Yuan if not specified otherwise. Monetary unit of notes to financial statements: RMB Yuan 40 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 1. Consolidated balance sheet Prepared by Tsann Kuen (China) Enterprise Co., Ltd. Unit: RMB Yuan Item Note 30 Jun. 2012 31 Dec. 2011 Current Assets: Monetary funds 1,030,890,983.86 706,132,122.10 Settlement reserves 0.00 0.00 Intra-group lendings 0.00 0.00 Transactional financial assets 0.00 4,636,053.22 Notes receivable 4,200,000.00 2,979,552.00 Accounts receivable 299,384,345.91 417,628,180.59 Accounts paid in advance 5,921,411.63 6,027,901.71 Premiums receivable 0.00 0.00 Reinsurance premiums receivable 0.00 0.00 Receivable reinsurance contract reserves 0.00 0.00 Interest receivable 3,801,481.77 1,646,355.63 Dividend receivable 0.00 0.00 Other accounts receivable 21,291,387.31 31,458,353.08 Financial assets purchased under agreements to resell 0.00 0.00 Inventories 286,096,896.25 319,584,892.20 Non-current assets due within 1 year 3,621,630.44 2,717,019.83 Other current assets 0.00 0.00 Total current assets 1,655,208,137.17 1,492,810,430.36 Non-current assets: Loans by mandate and advances granted 0.00 0.00 Available-for-sale financial assets 0.00 0.00 Held-to-maturity investments 0.00 0.00 Long-term accounts receivable 46,290,436.53 49,751,452.73 Long-term equity investment 40,000.00 40,000.00 Investing property 62,037,844.18 65,585,318.46 Fixed assets 226,232,133.11 304,624,424.95 Construction in progress 11,202,400.46 11,729,197.60 Engineering materials 0.00 0.00 Disposal of fixed assets 0.00 0.00 Production biological assets 0.00 0.00 Oil-gas assets 0.00 0.00 Intangible assets 13,755,969.04 15,318,712.17 R&D expense 0.00 0.00 Goodwill 0.00 0.00 Long-term deferred expenses 8,267,583.03 6,979,767.93 Deferred income tax assets 16,881,528.44 17,031,528.72 Other non-current assets 0.00 0.00 Total of non-current assets 384,707,894.79 471,060,402.56 Total assets 2,039,916,031.96 1,963,870,832.92 Current liabilities: Short-term borrowings 306,043,379.04 0.00 Borrowings from Central Bank 0.00 0.00 Customer bank deposits and due to banks and other financial 0.00 0.00 institutions Intra-group borrowings 0.00 0.00 Transactional financial liabilities 2,559,589.86 0.00 Notes payable 37,615,372.93 44,434,948.83 Accounts payable 649,352,454.49 860,533,038.10 41 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Accounts received in advance 18,639,031.85 14,056,625.13 Financial assets sold for repurchase 0.00 0.00 Handling charges and commissions payable 0.00 0.00 Employee’s compensation payable 35,061,140.63 45,981,900.31 Tax payable -29,211,057.46 -13,958,946.51 Interest payable 0.00 0.00 Dividend payable 0.00 0.00 Other accounts payable 178,640,152.13 152,202,472.87 Reinsurance premiums payable 0.00 0.00 Insurance contract reserves 0.00 0.00 Payables for acting trading of securities 0.00 0.00 Payables for acting underwriting of securities 0.00 0.00 Non-current liabilities due within 1 year 0.00 0.00 Other current liabilities 0.00 0.00 Total current liabilities 1,198,700,063.47 1,103,250,038.73 Non-current liabilities: Long-term borrowings 0.00 0.00 Bonds payable 0.00 0.00 Long-term payables 0.00 0.00 Specific payables 0.00 0.00 Projected liabilities 0.00 0.00 Deferred income tax liabilities 695,407.98 695,407.98 Other non-current liabilities 40,145,770.80 39,923,170.80 Total non-current liabilities 40,841,178.78 40,618,578.78 Total liabilities 1,239,541,242.25 1,143,868,617.51 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 1,112,350,077.00 1,112,350,077.00 Capital reserves 128,733,516.80 125,036,742.08 Less: Treasury stock 0.00 0.00 Specific reserves 0.00 0.00 Surplus reserves 0.00 0.00 Provisions for general risks 0.00 0.00 Retained profits -792,844,101.63 -773,465,250.87 Foreign exchange difference -112,961.02 -1,462,944.18 Total equity attributable to owners of the Company 448,126,531.15 462,458,624.03 Minority interests 352,248,258.56 357,543,591.38 Total owners’ (or shareholders’) equity 800,374,789.71 820,002,215.41 Total liabilities and owners’ (or shareholders’) equity 2,039,916,031.96 1,963,870,832.92 Legal representative: Jian Derong Person-in-charge of the accounting work: Chen Zongyi Chief of the accounting division: Chen Zongyi 42 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 2. Balance sheet of the Company Unit: RMB Yuan Item Note 30 Jun. 2012 31 Dec. 2011 Current Assets: Monetary funds 13,264,650.77 13,757,429.84 Transactional financial assets 0.00 0.00 Notes receivable 0.00 0.00 Accounts receivable 0.00 0.00 Accounts paid in advance 77,380.97 89,677.02 Interest receivable 0.00 413.89 Dividend receivable 0.00 0.00 Other accounts receivable 303,798.33 80,906.33 Inventories 0.00 0.00 Non-current assets due within 1 0.00 0.00 year Other current assets 0.00 0.00 Total current assets 13,645,830.07 13,928,427.08 Non-current assets: Available-for-sale financial assets 0.00 0.00 Held-to-maturity investments 0.00 0.00 Long-term accounts receivable 0.00 0.00 Long-term equity investment 990,854,030.83 990,854,030.83 Investing property 56,313,672.26 58,377,827.95 Fixed assets 2,583,168.03 3,521,310.33 Construction in progress 0.00 1,278,000.00 Engineering materials 0.00 0.00 Disposal of fixed assets 0.00 0.00 Production biological assets Oil-gas assets Intangible assets 968,432.71 1,204,109.34 R&D expense 0.00 0.00 Goodwill 0.00 0.00 Long-term deferred expenses 1,374,893.02 113,042.04 Deferred income tax assets 0.00 0.00 Other non-current assets 0.00 0.00 Total of non-current assets 1,052,094,196.85 1,055,348,320.49 Total assets 1,065,740,026.92 1,069,276,747.57 Current liabilities: Short-term borrowings 0.00 0.00 Transactional financial liabilities 0.00 0.00 Notes payable 0.00 0.00 Accounts payable 102,499.51 59,885.95 Accounts received in advance 30,000.00 0.00 Employee’s compensation 138,972.16 168,972.16 payable Tax payable 1,781,491.60 1,620,858.22 Interest payable 0.00 0.00 43 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Dividend payable 0.00 0.00 Other accounts payable 601,828,057.39 606,206,909.07 Non-current liabilities due within 0.00 0.00 1 year Other current liabilities 0.00 0.00 Total current liabilities 603,881,020.66 608,056,625.40 Non-current liabilities: Long-term borrowings Bonds payable Long-term payables Specific payables Projected liabilities Deferred income tax liabilities 0.00 Other non-current liabilities 0.00 Total non-current liabilities 0.00 0.00 Total liabilities 603,881,020.66 608,056,625.40 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 1,112,350,077.00 1,112,350,077.00 Capital reserves 123,485,181.40 123,485,181.40 Less: Treasury stock Specific reserves Surplus reserves Provision for general risks Retained profits -773,976,252.14 -774,615,136.23 Foreign exchange difference Total owners’ (or shareholders’) 461,859,006.26 461,220,122.17 equity Total liabilities and owners’ (or 1,065,740,026.92 1,069,276,747.57 shareholders’) equity 44 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 3. Consolidated income statement Unit: RMB Yuan Item Note Jan.-Jun. 2012 Jan.-Jun. 2011 I. Total operating revenues 1,069,083,488.49 1,372,466,731.24 Including: Sales income 1,069,083,488.49 1,372,466,731.24 Interest income 0.00 0.00 Premium income 0.00 0.00 Handling charge and commission income 0.00 0.00 II. Total operating cost 959,020,421.44 1,203,452,601.51 Including: Cost of sales 957,074,222.04 1,195,385,127.12 Interest expenses 0.00 0.00 Handling charge and commission expenses 0.00 0.00 Surrenders 0.00 0.00 Net claims paid 0.00 0.00 Net amount withdrawn for the insurance contract reserve 0.00 0.00 Expenditure on policy dividends 0.00 0.00 Reinsurance premium 0.00 0.00 Taxes and associate charges 1,946,199.40 8,067,474.39 Selling and distribution expenses 50,929,006.43 52,001,814.50 Administrative expenses 91,512,870.63 106,472,276.38 Financial expenses -11,851,591.82 2,785,127.84 Asset impairment loss 4,391,503.91 77,609.69 Add: Gain/(loss) from change in fair value (“-” means loss) -7,195,643.08 13,795,033.05 Gain/(loss) from investment (“-” means loss) 5,118,543.74 5,306,581.31 Including: share of profits in associates and joint ventures 0.00 0.00 Foreign exchange gains (“-” means loss) 0.00 0.00 III. Business profit (“-” means loss) -26,995,821.44 26,778,915.68 Add: non-operating income 2,711,575.32 5,317,717.15 Less: non-operating expense 1,450,451.43 714,028.19 Including: loss from non-current asset disposal 1,125.22 36,996.37 IV. Total profit (“-” means loss) -25,734,697.55 31,382,604.64 Less: Income tax expense 158,701.37 3,524,717.27 V. Net profit (“-” means loss) -25,893,398.92 27,857,887.37 Including: Net profit achieved by combined parties before -4,512,158.51 0.00 the combinations Attributable to owners of the Company -19,378,850.76 19,726,360.04 Minority shareholders’ income -6,514,548.16 8,131,527.33 VI. Earnings per share -- -- (I) Basic earnings per share -0.02 0.02 (II) Diluted earnings per share -0.02 0.02 Ⅶ. Other comprehensive incomes 1,349,983.16 1,227,157.48 Ⅷ. Total comprehensive incomes -24,543,415.76 29,085,044.85 Attributable to owners of the Company -18,028,867.60 20,953,517.52 Attributable to minority shareholders -6,514,548.16 8,131,527.33 Where business mergers under the same control occurred in this report period, the net profit achieved by the merged parties before the business mergers was RMB -4,512,158.51. Legal representative: Jian Derong Person-in-charge of the accounting work: Chen Zongyi Chief of the accounting division: Chen Zongyi 45 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 4. Income statement of the Company Unit: RMB Yuan Item Note Jan.-Jun. 2012 Jan.-Jun. 2011 I. Total sales 5,678,593.69 1,176,065.20 Less: cost of sales 2,575,647.75 959,931.54 Business taxes and surcharges 332,042.36 65,289.66 Distribution expenses Administrative expenses 2,473,013.13 3,942,983.19 Financial costs -19,653.17 -184,015.61 Impairment loss -613.09 1,166.52 Add: gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” 7,062.00 67,732,295.69 means loss) Including: income form investment on associates and joint ventures II. Business profit (“-” means loss) 325,218.71 64,123,005.59 Add: non-business income 313,665.38 160,023.14 Less: non-business expense 90,000.00 Including: loss from non-current asset disposal III. Total profit (“-” means loss) 638,884.09 64,193,028.73 Less: income tax expense IV. Net profit (“-” means loss) 638,884.09 64,193,028.73 V. Earnings per share -- -- (I) Basic earnings per share (II) Diluted earnings per share VI. Other comprehensive income VII. Total comprehensive income 638,884.09 64,193,028.73 46 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 5. Consolidated cash flow statement Unit: RMB Yuan Item Jan.-Jun. 2012 Jan.-Jun. 2011 I. Cash flows from operating activities: Cash received from sale of 1,208,827,945.74 1,340,362,580.91 commodities and rendering of service Net increase of deposits from customers and dues from banks Net increase of loans from the central bank Net increase of funds borrowed from other financial institutions Cash received from premium of original insurance contracts Net cash received from reinsurance business Net increase of deposits of policy holders and investment fund Net increase of disposal of tradable financial assets Cash received from interest, handling charges and commissions Net increase of intra-group borrowings Net increase of funds in repurchase business Tax refunds received 150,547,648.48 121,832,937.70 Other cash received relating to 40,574,661.12 35,612,135.20 operating activities Subtotal of cash inflows from operating 1,399,950,255.34 1,497,807,653.81 activities Cash paid for goods and services 1,124,296,590.20 1,339,393,345.70 Net increase of customer lendings and advances Net increase of funds deposited in the central bank and amount due from banks Cash for paying claims of the original insurance contracts Cash for paying interest, handling charges and commissions Cash for paying policy dividends Cash paid to and for employees 131,793,664.82 134,319,385.01 Various taxes paid 11,321,878.97 11,463,299.50 Other cash payment relating to 179,103,720.72 142,709,977.97 operating activities Subtotal of cash outflows from 1,446,515,854.71 1,627,886,008.18 operating activities Net cash flows from operating activities -46,565,599.37 -130,078,354.37 II. Cash flows from investing activities: Cash received from withdrawal of 0.00 0.00 investments Cash received from return on 5,118,543.74 5,306,581.31 47 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. investments Net cash received from disposal of fixed assets, intangible assets and other 5,533,100.10 3,991,626.41 long-term assets Net cash received from disposal of 0.00 202,824.06 subsidiaries or other business units Other cash received relating to 0.00 0.00 investing activities Subtotal of cash inflows from 10,651,643.84 9,501,031.78 investing activities Cash paid to acquire fixed assets, intangible assets and other long-term 23,317,489.62 53,749,217.65 assets Cash paid for investment 0.00 292,120.68 Net increase of pledged loans Net cash paid to acquire subsidiaries 39,799,620.00 and other business units Other cash payments relating to 0.00 0.00 investing activities Subtotal of cash outflows from 63,117,109.62 54,041,338.33 investing activities Net cash flows from investing activities -52,465,465.78 -44,540,306.55 III. Cash Flows from Financing Activities: Cash received from capital 0.00 44,098,368.60 contributions Including: Cash received from minority shareholder investments by 0.00 0.00 subsidiaries Cash received from borrowings 368,641,168.03 0.00 Cash received from issuance of bonds Other cash received relating to 244,582,470.90 131,431,000.00 financing activities Subtotal of cash inflows from financing 613,223,638.93 175,529,368.60 activities Repayment of borrowings 63,355,000.00 0.00 Cash paid for interest expenses and 1,012,364.65 22,549,593.07 distribution of dividends or profit Including: dividends or profit paid 0.00 22,549,593.07 by subsidiaries to minority shareholders Other cash payments relating to 125,574,000.00 financing activities Sub-total of cash outflows from 189,941,364.65 22,549,593.07 financing activities Net cash flows from financing activities 423,282,274.28 152,979,775.53 IV. Effect of foreign exchange rate 507,652.63 -4,317,306.12 changes on cash and cash equivalents V. Net increase in cash and cash 324,758,861.76 -25,956,191.51 equivalents Add: Opening balance of cash and 706,132,122.10 628,047,361.97 cash equivalents VI. Closing balance of cash and cash 1,030,890,983.86 602,091,170.46 equivalents 48 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 6. Cash flow statement of the Company Unit: RMB Yuan Item Jan.-Jun. 2012 Jan.-Jun. 2011 I. Cash flows from operating activities: Cash received from sale of commodities and rendering of service Tax refunds received 15,060.94 Other cash received relating to operating activities 24,034,081.26 19,050,645.52 Subtotal of cash inflows from operating activities 24,034,081.26 19,065,706.46 Cash paid for goods and services Cash paid to and for employees 16,363,888.64 17,318,260.05 Various taxes paid 1,024,193.98 777,047.22 Other cash payment relating to operating activities 2,245,458.61 2,801,662.78 Subtotal of cash outflows from operating activities 19,633,541.23 20,896,970.05 Net cash flows from operating activities 4,400,540.03 -1,831,263.59 II. Cash flows from investing activities: Cash received from retraction of investments 0.00 0.00 Cash received from return on investments 7,062.00 67,732,295.69 Net cash received from disposal of fixed assets, intangible assets and other long-term assets 180,000.00 0.00 Net cash received from disposal of subsidiaries or other business units 0.00 0.00 Other cash received relating to investing activities 0.00 0.00 Subtotal of cash inflows from investing activities 187,062.00 67,732,295.69 Cash paid to acquire fixed assets, intangible assets and other long-term assets 99,400.00 214,500.00 Cash paid for investment 0.00 0.00 Net cash paid to acquire subsidiaries and other business units 0.00 0.00 Other cash payments relating to investing activities 0.00 0.00 Subtotal of cash outflows from investing activities 99,400.00 214,500.00 Net cash flows from investing activities 87,662.00 67,517,795.69 III. Cash Flows from Financing Activities: Cash received from capital contributions 0.00 0.00 Cash received from borrowings 0.00 0.00 Cash received from issuance of bonds 0.00 0.00 Other cash received relating to financing activities 0.00 5,000,000.00 Subtotal of cash inflows from financing activities 0.00 5,000,000.00 Repayment of borrowings Cash paid for interest expenses and distribution of dividends or profit Other cash payments relating to financing activities 5,000,000.00 55,500,000.00 Sub-total of cash outflows from financing activities 5,000,000.00 55,500,000.00 Net cash flows from financing activities -5,000,000.00 -50,500,000.00 IV. Effect of foreign exchange rate changes on cash and cash equivalents 19,018.90 -421.00 V. Net increase in cash and cash equivalents -492,779.07 15,186,111.10 Add: Opening balance of cash and cash equivalents 13,757,429.84 904,966.64 VI. Closing balance of cash and cash equivalents 13,264,650.77 16,091,077.74 49 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 7. Consolidated statement of changes in owners’ equity Reporting period Unit: RMB Yuan Reporting period Equity attributable to owners of the Company Item Total owners’ Paid-up capital (or Less: Specific Surplus General Foreign Minority interests Capital reserve treasury risk Retained profit exchange equity share capital) stock reserve reserve reserve differences I. Balance at the end of the previous year 1,112,350,077.00 125,036,742.08 -773,465,250.87 -1,462,944.18 357,543,591.38 820,002,215.41 Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the beginning of the year 1,112,350,077.00 125,036,742.08 -773,465,250.87 -1,462,944.18 357,543,591.38 820,002,215.41 III. Increase/ decrease of amount in the year (“-” means decrease) 0.00 3,696,774.72 0.00 0.00 0.00 0.00 -19,378,850.76 1,349,983.16 -5,295,332.82 -19,627,425.70 (I) Net profit -19,378,850.76 -6,514,548.16 -25,893,398.92 (II) Other comprehensive incomes 1,349,983.16 1,349,983.16 Subtotal of (I) and (II) 0.00 0.00 0.00 0.00 0.00 0.00 -19,378,850.76 1,349,983.16 -6,514,548.16 -24,543,415.76 (III) Capital paid in and reduced by owners 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Capital paid in by owners 0.00 2. Amounts of share-based payments recognized in owners’ equity 0.00 3. Others 0.00 (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 -6,715,021.80 -6,715,021.80 1. Appropriations to surplus reserves 0.00 2. Appropriations to general risk provisions 0.00 3. Appropriations to owners (or shareholders) -6,715,021.80 -6,715,021.80 4. Other 0.00 (V) Internal carry-forward of owners’ equity 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. New increase of capital (or share capital) from capital public reserves 0.00 2. New increase of capital (or share capital) from surplus reserves 0.00 3. Surplus reserves for making up losses 0.00 4. Other 0.00 (Ⅵ) Specific reserve 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Withdrawn for the period 0.00 2. Used in the period 0.00 (Ⅶ) Other 3,696,774.72 7,934,237.14 11,631,011.86 IV. Closing balance 1,112,350,077.00 128,733,516.80 0.00 0.00 0.00 0.00 -792,844,101.63 -112,961.02 352,248,258.56 800,374,789.71 50 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Last year Unit: RMB Yuan Last year Equity attributable to owners of the Company Item Minority Total owners’ General Paid-up capital Less: treasury Specific Surplus Foreign exchange interests equity Capital reserve risk Retained profit (or share capital) stock reserve reserve differences reserve I. Balance at the end of the previous year 1,112,350,077.00 125,041,633.17 -776,034,082.27 -119,719.78 377,128,253.57 838,366,161.69 Add: retrospective adjustments due to business combinations under the same control Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the beginning of the year 1,112,350,077.00 125,041,633.17 -776,034,082.27 -119,719.78 377,128,253.57 838,366,161.69 III. Increase/ decrease of amount in the year (“-” means decrease) -4,891.09 2,568,831.40 -1,343,224.40 -19,584,662.19 -18,363,946.28 (I) Net profit 2,568,831.40 2,627,855.28 5,196,686.68 (II) Other comprehensive incomes -1,343,224.40 -30,231.18 -1,373,455.58 Subtotal of (I) and (II) 0.00 2,568,831.40 -1,343,224.40 2,597,624.10 3,823,231.10 (III) Capital paid in and reduced by owners 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 387,754.52 387,754.52 1. Capital paid in by owners 387,754.52 387,754.52 2. Amounts of share-based payments recognized in owners’ equity 3. Others (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 -22,574,931.90 -22,574,931.90 1. Appropriations to surplus reserves 2. Appropriations to general risk provisions 3. Appropriations to owners (or shareholders) -22,574,931.90 -22,574,931.90 4. Other 0.00 (V) Internal carry-forward of owners’ equity 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (Ⅵ) Specific reserve 1. Withdrawn for the period 2. Used in the period (Ⅶ) Other -4,891.09 4,891.09 0.00 IV. Closing balance 1,112,350,077.00 125,036,742.08 -773,465,250.87 -1,462,944.18 357,543,591.38 820,002,215.41 51 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 8. Statement of changes in owners’ equity of the Company Reporting period Unit: RMB Yuan Reporting period Item Paid-up capital (or share capital) Capital reserve Less: treasury stock Specific reserve Surplus reserve General risk reserve Retained profit Total owners’ equity I. Balance at the end of the previous year 1,112,350,077.00 123,485,181.40 -774,615,136.23 461,220,122.17 Add: change of accounting policy 0.00 Correction of errors in previous periods 0.00 Other 0.00 II. Balance at the beginning of the year 1,112,350,077.00 123,485,181.40 0.00 0.00 0.00 0.00 -774,615,136.23 461,220,122.17 III. Increase/ decrease of amount in the year (“-” means 0.00 0.00 0.00 0.00 0.00 0.00 638,884.09 638,884.09 decrease) (I) Net profit 638,884.09 638,884.09 (II) Other comprehensive incomes 0.00 Subtotal of (I) and (II) 0.00 0.00 0.00 0.00 0.00 0.00 638,884.09 638,884.09 (III) Capital paid in and reduced by owners 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Capital paid in by owners 0.00 2. Amounts of share-based payments recognized in 0.00 owners’ equity 3. Others 0.00 (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Appropriations to surplus reserves 0.00 2. Appropriations to general risk provisions 0.00 3. Appropriations to owners (or shareholders) 0.00 4. Other 0.00 (V) Internal carry-forward of owners’ equity 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. New increase of capital (or share capital) from capital 0.00 public reserves 2. New increase of capital (or share capital) from surplus 0.00 reserves 3. Surplus reserves for making up losses 0.00 4. Other 0.00 (Ⅵ) Specific reserve 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Withdrawn for the period 0.00 2. Used in the period 0.00 (Ⅶ) Other 0.00 IV. Closing balance 1,112,350,077.00 123,485,181.40 0.00 0.00 0.00 0.00 -773,976,252.14 461,859,006.26 52 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Last year Unit: RMB Yuan Last year Item Paid-up capital (or share capital) Capital reserve Less: treasury stock Specific reserve Surplus reserve General risk reserve Retained profit Total owners’ equity I. Balance at the end of the previous year 1,112,350,077.00 123,485,181.40 -837,207,358.72 398,627,899.68 Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the beginning of the year 1,112,350,077.00 123,485,181.40 -837,207,358.72 398,627,899.68 III. Increase/ decrease of amount in the year (“-” means 62,592,222.49 62,592,222.49 decrease) (I) Net profit 62,592,222.49 62,592,222.49 (II) Other comprehensive incomes Subtotal of (I) and (II) 62,592,222.49 62,592,222.49 (III) Capital paid in and reduced by owners 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Capital paid in by owners 2. Amounts of share-based payments recognized in owners’ equity 3. Others (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Appropriations to surplus reserves 2. Appropriations to general risk provisions 3. Appropriations to owners (or shareholders) 4. Other (V) Internal carry-forward of owners’ equity 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (Ⅵ) Specific reserve 1. Withdrawn for the period 2. Used in the period (Ⅶ) Other IV. Closing balance 1,112,350,077.00 123,485,181.40 -774,615,136.23 461,220,122.17 53 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (III) Company Profile 1. History Tsann Kuen (China) Enterprise Co., Ltd. (hereafter “the Company or TKC”) was established in the People’s Republic of China (“the PRC”) in 1988 as a wholly owned foreign investment enterprise, the Company named in Tsann Kuen China (Xiamen) Ltd. firstly, invested by the Fordchee (Hongkong) Co., Ltd., EUPA Industry Corporation Limited and Hongkong Fillman investment Co.,Ltd.. On 16 February 1993, with the approval of the Ministry of Foreign Trade and Economic Co-operation, the Company was reorganized into an incorporated company and was renamed as Tsann Kuen (China) Enterprise Co., Ltd. In June 1993, the Company issued 40,000,000 new shares pursuant to an international placing and public offer and these new shares (“B shares”) were then listed on the Shenzhen Stock Exchange on 30 June 1993. Until 30 June 2012, the Company’s share capital is CNY 1,112,350,077, B shares among the total shares issued on the Shenzhen Stock Exchange. Follow The Ministry of Commerce of the People’s Republic of China approved (The No. [2005]3107 《Agreed in principle to the Ministry of Commerce on Tsann Kuen (China) Enterprise Co., Ltd. shares traded sponsor of the approval》), On December 6, 2006, the Company received the [2006] No.266 file 《The notice of Tsann Kuen (China) Enterprise Co., Ltd concerning the approval of non-listed foreign shares traded 》 from China Securities Regulatory Commission. The China Securities Regulatory Commission agreed 700,476,830 unlisted shares (account for 62.97% of the share capital) hold by the Company’s shareholders, EUPA Industry Corporation Limited, Fordchee Development Limited and Fillman Investment Limited to transfer into B shares. In November 29, 2007 these B shares could be listed and exercised on Shenzhen Stock Exchange. Up to 30 June 2012, total B shares hold by the three legal shareholders (EUPA Industry Corporation Limited, Fordchee Development Limited and Fillman Investment Limited) are 505,175,060 shares.( account for 45.42% of the share capital). Legal representative: Jian, Derong Place of registration: No.88 Xinglong Road, Huli Industrial District, Xiamen, Fujian Province The parent: Star Comgistic Capital Co. Ltd. 2. Industry The Company operates within the electrical machinery and equipment manufacturing industry. 3. Scope of business The approved business scope: the main business is to develop, manufacture and sell household appliances, electronics, light industrial products, modern office supplies. Those subsidiary’s main business is to manufacture household appliances, electronics, light industrial products, sell products by wholesale, distribution appliances, communication equipment, electrical equipment, office equipment, computer accessories, general merchandise and food; Design, manufacture and sell Precision (Punching) Die, Precision Mold Cavity, and Model Standard Unit, as well as engaged in the research and development of those products. 4. Main products The Company’s main products are: Household electrical appliance. 54 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 5. Explanation on changes of main business, significant changes of equities, significant acquisition and reorganization occurred during the reporting period During the reporting period, main business of the Company remained unchanged, and no significant acquisition or reorganization occurred. (Ⅳ) Main accounting policies, accounting estimates and corrections of prior accounting errors 1. Basis for preparation of the financial statements The financial statements are prepared on the basis of going concern, with reference to the actual occurrence of transactions and events, and in accordance with the Enterprise Accounting Standards of China issued by Ministry of Finance on 15 Feb. 2006, as well as based on those accounting policies and accounting estimates that described in Note II. 2. Declaration of compliance with the Enterprise Accounting Standards of China The financial statements of (the Group and) the Company have been prepared in accordance with the Enterprise Accounting Standards of China and present truly, fairly and completely, in all material respects, the financial position of (the Group and) the Company as at 30 June 2012, the performance, the cash flows and other relevant information of (the Group and) the Company for the six months then ended. 3. Accounting year The accounting year adopted by the Company is the calendar year (ie. from 1 January to 31 December). 4. Functional currency The functional currency of the Company is the Renminbi (CNY). Functional currency of overseas subsidiaries: The overseas subsidiaries adopt USD, HKD and IDR as the functional currencies, and translate them into CNY when preparing the financial statements. 5. Measurement method for the business combination under the same control and business combination not under the same control (1) Business combination under the same control Identifiable assets acquired and liabilities assumed through business combination of an entity under common control are measured at their carrying amounts in the acquiree’ account as at the combination date. The excess of the consideration for combination over the net identifiable assets acquired as at the combination date is debited to capital reserves, and to retained earnings where capital reserves are insufficient. (2) Business combination not under the same control Identifiable assets acquired and liabilities assumed through business combination of an entity not under common control are measured at their fair values as at the combination date. Goodwill as of the combination date is recognised and measured as the excess of the consideration for combination over the net identifiable assets acquired as at the combination date. If the net identifiable assets acquired as at the combination date exceeds the consideration for combination, the excess of the consideration for 55 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. combination over the net identifiable assets acquired as at the combination date, after the assessment of the fair value of the net identifiable assets acquired as at the combination date, is recognised as a gain through profit or loss for the reporting period in which the combination occurred. 6. Preparation methods for consolidated financial statements (1) Preparation methods for consolidated financial statements 1) Determination of the consolidated scope The consolidated financial statements are prepared in accordance with CAS 33 – Consolidated Financial Statements issued on February 2006. The scope of consolidated financial statements, determined on the basis of control existence. The consolidated financial statements consolidate separate financial statements of the parent company and subsidiaries and entities for specific purposes directly or indirectly controlled by the parent company. Control exists is when the parent company has power to govern the financial and operating policies of an entity and is able to obtain economic benefits from the entity’s operation. If it is objectively evidential that the parent company has no control over a subsidiary, the subsidiary is excluded from consolidation. (2) Acquisition and disposal the shares of subsidiaries The transaction date of acquisition or disposal of share of subsidiary is the date on which the risks and economic benefits associated with the transferred share is transferred to the transferee. The post-acquisition or pre-disposal performance and cash flows of a subsidiary acquired or disposed through business combination not under common control are adequately consolidated in the consolidated statement of comprehensive income and the consolidated statement of cash flows. The performance and cash flows for the current reporting period of a subsidiary acquired through business combination under common control during the current reporting period has consolidated in the consolidated statement of comprehensive income and the consolidated statement of cash flows; and, the comparables of the consolidated financial statements has adjusted accordingly. If the Company acquires minority equity shares of subsidiaries, thus hold the long-term equity investment, on the date of prepare consolidation statement, the difference between the value of the new long-term equity investment and the value of subsidiary’s net assets enjoyed by proportion of shareholdings(begin with acquired date or combination date), shall be adjusted to capital reserve, if the capital reserve is not sufficient to absorb the difference, any excess shall be adjusted against retained earnings. (3) Uniform accounting policies and accounting period Where the accounting policies and accounting period of a subsidiary are different from those of the parent company, the separate financial statements of the subsidiary are adjusted using the accounting policies and accounting period adopted by the parent company before consolidation. The separate financial statements of a subsidiary acquired through business combination not under common control are adjusted to reflect the fair values of the identifiable assets, liabilities and contingent liabilities of the subsidiary as at the combination date before consolidation. (4) Consolidation method During the preparation of the consolidated financial statements, intra-group balances and transactions are 56 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. eliminated. The net identifiable assets of subsidiaries attributable to minority interest of subsidiaries are separately presented in the consolidated financial statements. (2) As for the event about purchasing and then selling (or selling and then purchasing) equities of the same subsidiary, the Company shall disclose relevant accounting treatment methods. Naught 7. Recognition standard for cash and cash equivalents Cash and cash equivalents include cash in hand, demand deposits and short-term and highly liquid investments and which are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. 8. Foreign currency businesses and translation of foreign currency financial statements (1) Foreign currency business Transactions denominated in foreign currencies (currencies other than the functional currency) are accounted for in the functional currency using the transaction-date spot exchange rates (the middle rates quoted by the People’s Bank of China; hereafter, the same applies). Monetary assets held on a balance sheet date denominated in foreign currencies are translated into the functional currency using the balance-sheet-date spot exchange rates; differences in value arising from differences between the transaction-date spot exchange rates and the balance-sheet-date spot exchange rates are accounted for through profit or loss for the reporting period ended on that balance sheet date. Non-monetary assets held and liabilities outstanding on a balance sheet date measured using the historical cost convention is translated into the functional currency using the transaction-date spot exchange rates. Non-monetary assets held and liabilities outstanding on a balance sheet date measured at fair value are translated into the functional currency using the spot exchange rates prevailing on the dates of fair value assessments; differences in value arising from differences between the transaction-date spot exchange rates and the assessment-date spot exchange rates are accounted for through profit or loss for the reporting period during which the assessments occurred. 2) Translation of foreign currency financial statements ① Elements of assets and liabilities of financial statements denominated in foreign currencies are translated into the functional currency using the balance-sheet-date spot exchange rates; elements of owner’s equity of financial statements denominated in foreign currencies, except undistributed profit, are translated into the functional currencies using the transaction-dates spot exchange rates. ② Elements of income and expenses of financial statements denominated in foreign currencies are translated into the functional currency using the transaction-date spot exchange rates. Foreign exchange differences arising from treatments described in the above paragraph are separately presented in the financial statements as an element of owners’ equity. ③ Cash flows denominated in foreign currencies are translated into the functional currency using the transaction-date spot exchange rates. The impact of changes in exchange rates on cash flows is separately 57 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. presented in the statement of cash flows. 9 Financial instruments Financial assets, according to their purposes of investment and economic substance, are classified into fair value through profit or loss, held-to-maturity investments, loans and receivables, and available-for-sale financial assets four categories. (1) Classification of financial instruments Financial liabilities, according to their economic substance, are classified into fair value through profit or loss and others. ① Financial assets or financial liabilities at fair value through profit or loss: including held for trading financial assets or financial liabilities and designated by the Company as at fair value through profit or loss. A financial asset or financial liability is classified as held for trading if it is: a. Acquired or incurred principally for the purpose of selling or repurchasing it in the near term; or b. Part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking; or c. A derivative (except for a derivative that is a designated and effective hedging instrument, a derivative of financial guarantee contract, a derivative that settle by equity instrument, which the price of instrument could not be quoted in active market and the fair value could not measure reasonably). A financial asset or financial liability is classified as designated fair value through profit or loss if it is: a. The designation can be eliminated or significantly reduced the inconsistent situation or relate profit and loss cause by different measurement basis of financial assets and financial liabilities; or b. Company risk management or investment strategy has been enshrined in a formal written document that the financial assets portfolio, the financial liabilities portfolio, or the financial assets and financial liabilities portfolio are management in fair value-based and evaluation and report to key management person. ② Held-to-maturity investments: are non-derivative financial assets with fixed or determinable payments and fixed maturity that company has the positive intention and ability to hold to maturity. Mainly include the Company's management has a clear intention and ability to hold to maturity of fixed-rate national bonds, floating-rate corporate bonds. ③ Receivables: are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Receivables of the Company mainly refer to the Company's sales of goods or rendering of services to form the accounts receivable and other receivables. ④ Available-for-sale financial assets: are those non-derivative financial assets that are designated as available for sale at initial recognized, or those financial assets are not measured in fair value based and through to profit and loss, or loans and receivables, or held-to-maturity investments. 58 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. ⑤ Other financial liabilities: financial liabilities not divided into measurement in fair value base and through into profit and loss account. (2) Recognition basis and measurements for financial instruments The Company’s financial asset or financial liability is recognized at its fair value initially. For financial assets or financial liabilities at fair value through profit or loss, relevant transaction costs that are directly attributable to current profit and loss; for other types of financial assets or financial liabilities, transaction costs related to the amount included in the initial confirmation cost. Subsequent measurement of financial assets and financial liabilities: ① Financial assets or financial liabilities at fair value through profit or loss measured at its fair value, at balance sheet date, the changed difference of fair value are accounted for profit and loss in current period. ② Held-to-maturity investments, which shall be measured at amortized cost using the effective interest method, the profit or loss of termination confirmation, impairment or amortization included in the profit and loss account. ③ Loans and receivables, which shall be measured at amortized cost using the effective interest method, the profit or loss from termination confirmation, impairment or amortization included in the profit and loss account. ④ Available-for-sale financial assets, are measured with fair value, any changes of fair value of available-for-sale financial assets at the end of period are accounted for capital reserve (other capital reserve). Disposal of available-for-sale financial assets, the difference between consideration received and carrying value of the financial assets included into investment profit or loss account; at the same time, turn out the original cumulative amount of fair value change of corresponding part within the equity, included into investment profit or loss account. The impairment losses and Exchange differences of foreign monetary financial assets including into current profit and loss. Interest received and cash dividends received during the hold period are recognized as investment income. ⑤ Other financial liabilities, together with the equity instrument that price not be quoted in active market and the fair value could not measure reasonably measured, as well as the subsequent measurement should according to the cost of derivative financial liabilities. A financial guarantee contracts not classified into financial liabilities designated at fair value with changes in fair value accounted through profit for loss for the relevant reporting period or a deep-discounted loan not classified into financial liabilities designated at fair value with changes in fair value accounted through profit for loss for the relevant reporting period is subsequently measured at the higher of the amount determined by CAS 13 – Contingencies and the residual amount after deducting the cumulative amortisation determined by CAS 14 – Revenue from the amount upon the initial recognition. Other financial liabilities adopt the effective interest method, subsequent measured by amortization cost, recognized the profits and losses by termination confirmation or amortization to current profit and loss account. ⑥ Fair value: It’s the amount for which an asset could be exchanged or a liability settled, between 59 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. knowledgeable, willing parties in an arm’s length transaction. In a fair deal, the transaction should the two sides are continuing operations enterprises, do not intend to carry out the liquidation or a major reduction in scale of operation, or under adverse conditions is still trading. The existence of an active market of financial assets or financial liabilities, the quotation within the active market should be used to determine its fair value. If there is no active market, company should adopt valuation techniques to determine the fair value. ⑦ The amortized cost of a financial asset or financial liability: it’s the amount at which the financial asset or financial liability is measured at initial recognition minus principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between that initial recognized amount and the maturity date amount, and minus any reduction for impairment or unrecoverable. ⑧ The effective interest method: It’s a method of using effective interest calculating the amortized cost of a financial asset or a financial liability (or group of financial assets or financial liabilities) and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash flows through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. Then calculating the effective interest rate, company shall estimate cash flows considering all contractual terms of the financial instrument (for example, prepayment, call and similar options) but shall not consider future credit losses. (3) Recognition basis and measurement of financial asset transfers The financial assets have been transferred, and the ownership of the risks and rewards of financial assets transferred to other party; The financial assets have been transferred, but the Company neither transferred the ownership of the risks and rewards of financial assets, nor retained , and gives up control of the financial assets. The consideration received from the transfer, and the accumulative amount of the changes of the fair value originally recorded in the shareholders’ equities. (4) De-recognition of financial liabilities ① Derecognize financial asset if, and only if, meets one of the following three conditions: a. terminate the contractual rights of cash flows from the financial asset; b. the financial assets have been transferred, and the ownership of the risks and rewards of financial assets transferred to other party; c. the financial assets have been transferred, but the Company neither transferred the ownership of the risks and rewards of financial assets, nor retained , and gives up control of the financial assets. ② When termination conditions of entire transferred assets has been satisfied, the differences between the amounts of following items shall be recognised in the current period profits and losses account: a. The carrying value of transferred financial assets; 60 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. b. The consideration received from the transfer, and the accumulative amount of the changes of the fair value originally recorded in the shareholders’ equities. ③ If the transfer of partial financial assets satisfies the conditions of derecognize, the entire book value of the transferred financial asset shall apportion, between the portion whose derecognize and the recognized portion (under such circumstance, the service asset retained shall be deemed as a portion of financial asset whose derecognize), be apportioned according to their respective relative fair value, and the difference between the amounts of the following two items shall be accounted for the profits and losses of the current period . a. The portion of carrying value derecognized; b. The consideration received from the transfer, and the accumulative amount of the changes of the fair value originally recorded in the shareholders’ equities. ④ If the Company fails to satisfy the conditions of derecognize for transferred financial assets, it shall continue to recognize the entire financial assets to be transferred and shall recognize the consideration it receives as a financial liability. For those financial assets transfer adopt continuing involvement method, the Company should recognize one financial asset and one financial liability, according to the extent of the transferred financial assets of continuing involvement. (5) Recognition method of fair values of financial assets and liabilities The "fair value" refers to the amount, at which both parties to a transaction who are familiar with the condition exchange their assets or clear off their debts under fair conditions. In a fair transaction, both parties to it shall be enterprises in continuous operation, and do not plan or do not need to carry out any liquidation, significantly reduce their operational scale or carry out transactions notwithstanding the unfavorable conditions they face. As for the financial assets or financial liabilities for which there is an active market, the quoted prices in the active market shall be used to determine the fair values thereof. Where there is no active market for a financial instrument, the enterprise concerned shall adopt value appraisal techniques to determine its fair value. (6) Withdrawal of impairment provision for financial assets (excluding accounts receivable) ① If the Company have the following evidence to prove the impairment of financial assets, should recognize the provision of impairment: a. significant financial difficulty of the issuer or obligor; b. a breach of contract, such as a default or delinquency in interest or principal payments; c. the lender, for economic or legal reasons relating to the borrower's financial difficulty, granting to the borrower a concession that the lender would not otherwise consider; d. it becoming probable that the borrower will enter bankruptcy or other financial reorganisation; e. the disappearance of an active market for that financial asset because of financial difficulties; f. observable data indicating that there is a measurable decrease in the estimated future cash flows from a 61 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the group; g. any seriously disadvantageous change has occurred to technical, market, economic or legal environment, etc. wherein the debtor operates its business, which makes the investor of an equity instrument unable to take back its investment; h. the fair value of financial instrument investment incur serious or non-temporary decline; i. other objective evidence that prove impairment of financial assets. ② On balance sheet date, the Company should adopt different impairment test method for different category of financial assets, and recognize provision of impairment: a. Held-to-maturity investments:on the balance sheet date, if there are objective evidence of impairment for the investment, the Company has recognized the impairment loss by the asset’s carrying amount and the present value of estimated future cash flows. b. Available-for-sale financial assets:on the balance sheet date, the Company analyse the impairment evidences of the financial assets, experienced judgment whether continuing decline in the fair value. Generally, if the fair value of financial assets incurred serious decline, after consideration of all relevant factors, anticipate this is non-temporary, therefore can identified the available-for-sale financial assets has impaired, should recognize the impairment loss. When a decline in the fair value of an available-for-sale financial asset has been recognised directly in equity and there is objective evidence that the asset is impaired, the cumulative loss that had been recognised directly in equity shall be removed from equity and recognised in impairment loss account of income statement. (7) As for event about reclassifying the undue held-to-maturity investment into available-for-sale financial assets, the Company shall state the basis of changes in holding purpose or ability Available-for-sale financial assets:on the balance sheet date, the Company analyse the impairment evidences of the financial assets, experienced judgment whether continuing decline in the fair value. Generally, if the fair value of financial assets incurred serious decline, after consideration of all relevant factors, anticipate this is non-temporary, therefore can identified the available-for-sale financial assets has impaired, should recognize the impairment loss. When a decline in the fair value of an available-for-sale financial asset has been recognised directly in equity and there is objective evidence that the asset is impaired, the cumulative loss that had been recognised directly in equity shall be removed from equity and recognised in impairment loss account of income statement. 10. Recognition criteria and withdrawal methods for bad debts provision of accounts receivable (1) Bad debt provision for individually significant accounts receivable On the balance sheet date, those individual accounts Judgement basis or monetary standards of provision for bad debts of receivable and individual other receivable account for more the individually significant accounts receivable than 10% (include 10%) of total balance of the accounts receivable is considered as individual significant amounts. A receivable of individual significance is individually Method of individual provision for bad debts of the individually assessed for impairment on the balance sheet date. If it is 62 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. significant accounts receivable objectively evidential that a receivable of individual significance has impaired, the impairment loss shall be recognized based on the difference of the book values higher than the present value of future cash flows, and relevant provision for bad debts impairment shall be withdrawn. (2) Accounts receivable for which bad debt provisions are made on the group basis Withdrawal method of bad Name of group debt provision on the group Recognition basis of group basis Aging group Aging analysis method Aging status No bad-debt provisions were Related-party group Related-party relationship made. In the groups, adopting aging analysis method to withdraw bad debt provision: √ Applicable □ Inapplicable Withdrawal proportion for accounts Withdrawal proportion for other accounts receivable Age receivable (%) (%) Within 1 year (including 1 year) 1-90 days 0% 0% 91-180 days 10% 10% 181-270 days 30% 30% 271-365 days 50% 50% Over 365 days 100% 100% 1-2 years 2-3 years Over 3 years 3-4 years 4-5 years Over 5 years In the groups, adopting balance percentage method to withdraw bad debt provision √ Applicable □Inapplicable Withdrawal proportion of accounts Withdrawal proportion of other Name of group receivable (%) accounts receivable (%) In the groups, adopting other methods to withdraw bad debt provision √ Applicable □Inapplicable Name of group Note of method 3) Accounts receivable with an insignificant single amount but for which the bad debt provision is made individually Reason of individually withdrawing bad debt provision: If any objective evidence shows that the accounts receivable is with insignificant individual amount, but its credit risks are different from that of other accounts receivable, which shall be individually conducted the impairment test. Withdrawal method for bad debt provision: 63 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. The accounts receivable should be individually conducted the impairment test basing on the difference of the book values higher than the present value of future cash flows, then withdrawn relevant provision for bad debts. 11. Inventory (1) Classification Inventories include finished goods and merchandises held for sale, work-in-progress and materials and supplies to be consumed in the course of production of goods or rendering of services. Inventories are classified into materials in transit, raw materials, work-in-progress, finished goods, materials and goods of consignment and revolving materials etc. (2) Pricing method for outgoing inventories □ First-in first-out method √ Weighted average method □ Specific identification method □ Other Inventories are measured using the weighted average method upon issuance. (3) Recognition basis of net realizable value and withdrawal method of depreciation reserves for inventories ① Estimates of net realizable value: Those stocks used for directly sale, the net realizable value is referred to the estimated selling price minus the estimated selling expenses and related tax and fees in normal operating process. Those stocks need to process; the net realizable value is referred to the estimated selling price minus the estimated finished cost and estimated selling expenses and related tax and fees in normal operating process; the net realizable value of the quantity of inventory held to satisfy firm sales or service contracts is based on the contract price. If the sales contracts are for less than the inventory quantities held, the net realizable value of the excess is based on general selling prices. ② Withdrawal method of impairment loss of inventories At the balance sheet date, the evaluation criteria should base on the lower value between costs and net realizable value. When net realizable values are lower than costs, provision for impairment loss of inventories shall be made. Under normal circumstances, the Company provision impairment loss in according to individual inventory items, but for large quantity and low-unit-price inventories, provision for impairment loss of inventories shall be made based on the category of inventories; for those inventories that relating to the same product line that have similar purposes or end uses, are produced and marketed in the same geographical area, and cannot be practicably evaluated separately from other items in that product line, their impairment loss provision shall be consolidated. When the circumstances that previously caused inventories to be written off below cost no longer exist or when there is clear evidence of an increase in net realizable value because of changed economic circumstances, the amount of the write-off is reversed (i.e. the reversal is limited to the amount of the original write-off) so that the new carrying amount is the lower of the cost and the revised net realizable value. The amount reversed recording into current profit and loss. (4) Inventory system for inventories: □ Perpetual inventory system □ Periodic inventory system □ Other The inventory system for inventories is perpetual inventory system. 64 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (5) Amortization method of the low-value consumption goods and packing articles Low-value consumption goods Amortisation method: one-off amortization method Packing articles Amortisation method: one-off amortization method 12. Long-term equity investment (1) Recognition of initial investment cost The Company separates the following two cases of long-term equity investment for measurement: ① Long-term equity investment obtained through business combinations: a. For obtaining subsidiary under common control, the consideration cost can be cash payment, non-monetary assets transfer or taking over the subsidiary’s liability. Under this situation, the investment cost is carrying amount of shareholder’s equity of the subsidiary on the merger date. The difference between the carrying amount of the net assets obtained and investment cost of long-term equity investment shall be adjusted to capital reserve. If the capital reserve is not sufficient to absorb the difference, any excess shall be adjusted against retained earnings. In the case of company issues equity securities as the consideration, the investment cost is carrying amount of shareholder’s equity of the subsidiary on the merger date. If the book value amount of the issued shares is deemed as the capital, the difference between the carrying amount of the issued shares and investment cost of long-term equity investment shall be adjusted to capital reserve. If the capital reserve is not sufficient to absorb the difference, any excess shall be adjusted against retained earnings. All direct expenses related to the merger, including the auditor fee, evaluation expense, legal service expense, etc will be accrued into the current profit and loss. b. For obtaining subsidiary not under common control, the cost of long-term equity investment is fair value of assets paid, liabilities undertaken by the Company, or the fair value of equity bonds issued. Where the cost of a business combination exceeds the acquirer’s interest in the fair value of the bargainor’s identifiable net assets, the difference shall be recognized as goodwill, Where the cost of combination is less than the acquirer’s interest in the fair value of the bargainor’s identifiable net assets, after reassessment, the difference shall be recognized in profit or loss for the current period (non-operating income). The audit fees、legal services fees、assessment and consultation fees and other costs directly related to business combinations shall be recognised in the transaction period profits and losses, while instruments issued as the consideration of business combinations, the issuing expenses of bonds or equity instruments recognised as the initial costs of bonds or equity instruments included in the cost of business combinations (except for issuing expenses of bonds and equity instruments). ② Other long-term equity investment that obtained not through business combinations, accordance with the following principles to determine the investment costs: a. Long-term equity investment, which is acquired by cash consideration, the actual cash payment amount will be deemed as the investment cost. The investment cost includes the direct expenses related to the long-term equity investment, taxes and other necessary expenses. But if the actual payment contains cash dividend that has not been received but has been announced, that should be accounted separately. b. Long-term equity investment, which is acquired by issuing equity securities, the fair value of the issued 65 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. equity will be deemed as the investment cost. c. For those long-term equity investments that invested by the investors, the values agreed in the investment contracts or agreements will be deemed as the investment cost, except that the contracts or agreements provide that the values are not fair. d. Long-term equity investment is acquired by exchange of non-monetary assets, if the transaction has commercial substance or the fair values of exchange assets can be reliably measured, the fair values of these assets and relevant taxes will be deemed as the investment cost; the difference between the fair values of the assets and book values will be recognised into the current profit and loss; if the non-currency asset exchange does not satisfy these two conditions mention above, the book values of the assets and relevant taxes will be deemed as the investment cost. e. Long-term equity investment, which is acquired by the debt restructuring the fair values of the obtained equities will be deemed as the investment cost; the difference between the investment cost and book values of credit will be recognised into the current profit and loss. (2) Subsequent measurement of long-term equity instruments and recognition of gains or losses The historical cost convention is employed to calculate the long-term equity investment of subsidiaries and will be adjusted in accordance with the equity method in the preparation of the consolidated financial statements. The Company adopts historical cost convention for the following conditions: a long-term equity investment where the investing enterprise does not have joint control or significant influence over the investee, the investment is not quoted in an active market and its fair value can’t be reliably measured. The Company adopts equity method for the following conditions: a long-term equity investment where the investing enterprise have joint control or significant influence over the investee. a. When a long-term equity investment is subsequently measured using the historical cost convention, increase or recovery of investment need to adjust the cost of long term equity investment. Cash dividends or profit distributions declared by the investee shall be recognized as investment income in the current period. However, investment income recognized by the investing enterprise shall be limited to the amount distributed to it out of accumulated net profits of the investee arising after the investment was made. Any cash dividends or distributions received in excess of this amount shall be treated as a recovery of investment cost. b. When a long-term equity investment is subsequently measured using the equity method, after the investing enterprise has acquired a long-term equity investment, it shall recognize its share of net profits or losses made by the investee as investment income or losses, and adjust the carrying amount of the investment accordingly. Investment income for the reporting period is recognised as the investor’s share of the net profit or loss of the investee for that reporting period. In computing the investor’s share of the net profit or loss of the investee, the net profit or loss of the investee in the investee’s account is adjusted for non-uniform accounting policies, the increased or decreased depreciation and amortization resulting from the acquisition fair value adjustments on fixed assets and intangible assets of the investee, the acquisition fair 66 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. value adjustments on impairment allowance for assets and the elimination of intra-group transaction except losses arising from intra-group transactions which are impairment loss on assets in accordance with CAS 8 – Impairment of assets. If an investor’s share of losses of an associate equals or exceeds its interest in the associate, the investor discontinues recognizing its share of further losses, after the investor’s interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the investor has incurred legal or constructive obligations or made payments on behalf of the associate; If the associate subsequently reports profits, the investor resumes recognizing its share of those profits only after its share of the profits equals the share of losses not recognized, recover investment interests, and in the book value of the long-term equity investment successively. Those long term equity for affiliated company and joint company, hold before first executive date, if there is relevant investment debit difference, according to residual time to amortize in straight line method, the amortization amount recognized in current profit and loss account. (3) Recognition basis of joint control and significant influences The existence of jointly control by an investor is usually evidenced in one or more of the following ways: ①any venturer cannot control the jointly controlled company’s operation alone; ②the strategy decision of the jointly controlled company, should be agreed by each venture parties; ③the venturers may appoint one of them to manage the jointly controlled company, through control or agreement, but the management must follow all venturers’ financial and operation strategies. When the jointly controlled company during legal reconstruction or bankrupt, or the transfer funds to investors strictly restricted in long time, the venturers cannot exercise joint control to the investee. However, if the joint control is really exist can be certified, the venturers still adopt equity method of long term equity investment principle to account. The existence of significant influence by an investor is usually evidenced in one or more of the following ways: ①representation on the board of directors or equivalent governing body of the investee; ② participation in policy-making processes, including participation in decisions about dividends or other distributions; ③material transactions between the investor and the investee; ④dispatch of managerial personnel; or ⑤provision of essential technical information. (4) Testing method of impairment and withdrawal method of provision for impairment Each long-term equity investment is individually assessed for impairment on the balance sheet date. The assessment takes into account factors such as the investee’s operating strategies, the legal environment in which the investee operates, the demand of the market in which the investee operates and the investee’s profit-making ability to determine whether a long-term equity investment is subject to impairment. If the carrying amount of a long-term equity investment exceeds its net recoverable amount as at the balance sheet date, the excess is recognised as impairment loss of assets for the reporting period during which the impairment occurred; and an impairment allowance for that long-term equity investment of equal amount is also recognised. The recognised impairment loss for long-term equity investment is irreversible. 67 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 13. Investment property Investment property is held to earn rentals or for capital appreciation or for both. Investment property includes leased or ready to transfer after capital appreciation land use rights and leased buildings. (1) Depreciation or amortization method of property investment is measured by cost model: Property investment is measured by cost model, according to its expected useful life and net residual rate on buildings and land-use right to calculate depreciation or amortization. The Company’s estimated useful life, net residual rate and annual depreciation rate of investment property set out below: Estimated Annual depreciation Categories Estimated useful life residual rate % (amortization) rate % Houses and buildings 10.00 20 years 4.50 Straight-line method during the Land use rights 0.00 useful life (2) Basis of impairment of property investment is measured by cost model On the balance sheet date, the evaluation criteria should base on the lower value between costs and net realizable value. When net realizable values are lower than costs, provision for impairment loss of property investment shall be made. If the value of the impaired investment property recovered, the provided impairment loss in prior period cannot be carry back. 14. Fixed assets (1)Recognized standard of fixed assets Fixed assets are tangible assets, held for use in production or supply of goods or services, for rental to others, or for administrative purpose, and have high unit price, as well as useful lives more than one accounting year. Fixed assets shall be recognized by actual costs incurred, if they meet the following conditions: ① The economic benefits related to fixed asset probably flows to the enterprise; ② The cost of fixed asset may be reliably measured. The expenses relate meet above condition to fixed asset would be capitalized in the cost of asset, if not, it would be recognized as expense in profit and loss account of that period. (2) Recognition basis and pricing method of fixed assets by finance lease When transferred substantially all the risks and rewards incidental to ownership, the Company recognize the fixed assets of finance lease. At the commencement of the lease term, the Company shall recognize finance leases as assets and liabilities in their balance sheets at amounts equal to the fair value of the leased property or, if lower, the present value of the minimum lease payments. The depreciation policy for depreciable leased assets shall be consistent with that for depreciable assets that are owned. If there is reasonable certainty that the Company will obtain ownership by the end of the lease term, the asset shall be fully depreciated over the lease term, however, if there is no reasonable certainty that the lessee will obtain ownership by the end of the lease term, the asset shall be fully depreciated over the shorter of the lease 68 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. term and its useful life. (3) Depreciation methods of fixed assets Straight-line method is in used to calculate the depreciation of fixed assets. Expected net salvage value Category of fixed assets Useful life (Y) Annual deprecation (%) (%) Housing and building 20 years 10.00 4.50 Machinery equipments 11-18 years 0.00 5.56-9.09 Electronic equipments and other 6 years 0.00 16.67 Transportation vehicle 6 years 0.00 16.67 The shorter one of Expenditures for improvement of beneficiary period and lease 0.00 rented fixed assets period Other equipments Fixed assets acquired under -- -- -- finance lease: Of which: housing and building Machinery equipments Electronic equipments and other Transportation vehicle Other equipments (4) Testing method of impairment and withdrawal method of provision for impairment on fixed assets On the balance sheet date, the Company assess all types of fixed assets whether there is any indication that an asset may be impaired, if any such indication exists, the entity shall estimate the recoverable amount of the asset, reducing the carrying value to the estimated recoverable amount, the difference recognized into the current profit and loss account, simultaneous recognize the provision for impairment. Once the impairment loss has been recognized, never carry back in future accounting period. In assessing whether there is any indication that an asset may be impaired, the Company shall consider, as a minimum, the following indications: - during the period, an asset’s market value has declined significantly more than would be expected as a result of the passage of time or normal use; - significant changes with an adverse effect on the entity have taken place during the period, or will take place in the near future, in the technological, market, economic or legal environment in which the entity operates or in the market to which an asset is dedicated; - market interest rates or other market rates of return on investments have increased during the period, and those increases are likely to affect the discount rate used in calculating an asset’s value in use and decrease the asset’s recoverable amount materially; - evidence is available of obsolescence or physical damage of an asset; - significant changes with an adverse effect on the entity have taken place during the period, These changes include the asset becoming idle, plans to discontinue or restructure the operation to which an asset belongs, 69 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. plans to dispose of an asset before the previously expected date; - evidence is available from internal reporting that indicates that the economic performance of an asset is, or will be, worse than expected. For example: the net cash inflow or realized operating profits( or losses) made by the assets has declined significantly more than would be expected. - other indications that an asset may be impaired. (5) Other explanations Naught 15. Construction in progress (1) Categories of construction in progress The category of construction in progress is classified by the approved project. (2) Standards and time of transferring construction in progress into fixed asset Construction in progress is transferred to fixed assets when the project is substantially ready for its intended use. The project is in condition of ready for used but not transact in the final account would be transferred to fixed assets in its estimate value, and adjust the value after transact in the final account, but would not adjust depreciated value that have been depreciated. (3) Impairment test method and withdrawal method for impairment provision of construction in progress On the balance sheet date, the Company shall assess the overall construction in progress, if there is evidence provide that the value of project are declined, the entity shall estimate the recoverable amount of the asset, reducing the carrying value to the estimated recoverable amount, the difference recognized into the current profit and loss account, simultaneous recognize the provision for impairment. Once the impairment loss has been recognized, never carry back in future accounting period. Exercise impairment test for construction in progress, if meet the one or more the following conditions: ① suspend the project in a long time, and according to the estimate, not restart the construction within the next 3years; ② evidence is available of obsolescence in either function or technical, and bring great uncertainty for the cash inflows to the Company; ③ other indications that project may be impaired. 16. Borrowing costs (1) Recognition principles for capitalization of borrowing costs Borrowing costs that are direct attributable to construction, purchase and production of assets and comply with capitalization conditions, shall be capitalized and accounted to costs of relate assets; otherwise, borrowing costs shall be recognized as expenses when incurred and accounted through in profit and loss in current period. The capitalization of borrowing costs shall satisfy the following conditions: ① The capital expenditures have been incurred. 70 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. ② The borrowing costs have been incurred. ③ Activities relating to acquisition, construction or production that are necessary to make the assets being intended for use or sales have been launched. Other borrowing costs、discount or premium and difference of foreign exchange, should be recognized in the current profit and loss account. (2) Capitalization period of borrowing costs The borrowing costs have been occurred. (3) Period of suspension of capitalization of borrowing costs Capitalization of borrowing costs shall be suspended during periods in which acquisition, construction or production of assets is interrupted abnormally, and is interrupted for over continuous period of three months. Capitalization of borrowing costs should cease when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are complete. Borrowing costs should be recognised as an expense in the subsequent period. (4) Calculation method of capitalized amount of borrowing costs For a specific purpose borrowing, the amount of interest to be capitalized shall be the actual interest expenses incurred for the period less deposit interests of the borrowing founds or investment income from the temporary investment. Where funds are borrowed under general purpose, the entity shall determine the amount of interest to be capitalized by applying capitalization rate to weighted average of the excess amount between cumulative expenditures on the asset and the amount of specific-purpose borrowings. The capitalization rate shall be weighted average of the interest rates applicable to the general-purpose borrowings. 17. Biological assets 18. Oil-gas assets 19. Intangible assets (1) Pricing method of intangible assets Intangible assets are recognized initially at cost. Period of intangible asset that could bring future economic benefit inflow to company could determined reasonably according to the judgment according to reason of contract right or other legal right, condition in same industry, history experience, and demonstrate of expert would be recognize as finite useful life assets. Otherwise, the asset would be recognized as infinite useful life assets. ① To estimate the life of finite useful years asset would consider factor of: a. The life cycle of the product produced by the assets, and the information of similar asset; b. The development of craftwork and 71 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. technology, and the estimate of future development trend; c. The demand condition in market of the product produced by the asset; d. The estimated action would be taken by competitor or potential competitor; e. The expense expected to maintain the assets to bring future economic benefits and the ability of the Company to pay for it; f. The relevant law restriction on control period of the asset or other similar restriction such as franchise, lease period; g. Relation with other assets’ useful life, that hold by the Company. ② The intangible asset with finite useful years should be amortization on a systematic and rational basic according its economic benefit achievement plan. A straight line method would be used if the plan could not define. (2) Estimated useful life of intangible assets with limited useful life Item Estimated useful life Basis (3) Judgment basis of intangible assets with uncertain useful life (4) Withdrawal of impairment provision of intangible assets Intangible asset with infinite useful years would not amortize, but would conduct impairment test every year. the useful life of such an asset should be reviewed each reporting period to determine whether events and circumstances continue to support an indefinite useful life assessment for that asset., if still under uncertainty situation after the revaluation, shall conduct impairment test. When the net recoverable amount lower than the carrying value, reducing the carrying value to the estimated recoverable amount, the difference recognized into the current profit and loss account, simultaneous recognize the impairment allowance. The recognised impairment allowance is irreversible in subsequent reporting periods. Exercise impairment test for intangible assets, if meet the one or more the following conditions: ① Significant changes with an adverse effect on the profitability of intangible assets have taken place during the period, These changes include the intangible replaced by other new technique; ② The market value has declined in current period, and may not rise in the future residual period; ③ Other indication to prove that the carrying value higher than the recoverable value. (5) Criteria of separating the research phase and development phase of internal R&D project Internal organizational research expenses are accounted through profit and loss in current period; development costs which are recognized as intangible assets shall satisfy the following conditions: ① it is technical feasible for use or sales upon the completion of the intangible assets; ② it is intended for use or sales upon the completion of the intangible assets; ③ the manner to provide that expect future economic benefits that are attributable to the intangible assets including a market is exist for the asset or product of the asset or provide evidence of serviceable if asset are inside used; ④ the entity should have enough 72 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. technology, financial and other resources to support the completion of development, and have ability to use or sale the intangible assets; ⑤ the cost of intangible asset can be measured reliably. (6) Calculation of the expenditures of internal R&D project 20. Amortization method of long-term deferred expenditure An item long-term deferred expenses is an expense which has been incurred and which has a beneficial period (a period during which an expense is expected to bring economic benefits to an entity) which is longer than one year and which includes at least part of the reporting period during which the expense was incurred and subsequent reporting periods. An item of long-term deferred expenses is recognised at the actual amount of the expense incurred and allocated in each month of the beneficial period using the straight line method. 21. Assets transfer with repurchasing conditions The sales and buy back is one of sales mode of the Company, that is means when sale the product, simultaneously agreed to buy back the same or similar product in the future. Under this sales mode, the Company accords to the clause of contract or agreement to decide whether the revenue recognition criteria are satisfied. If the Company has not transferred to the buyer the significant risks and rewards of ownership of the goods, the Company should not recognize the revenue; if the buy back price higher than the original sales price, during the buy back period, the Company shall recognize the interest expenses to income statement (financial expenses). 22. Estimated liabilities (1) Recognition criteria of estimated liabilities Obligation with contingency factor such as external hypothecate, lawsuit or arbitrage in dispute, guarantee on quality of product, cut-down plan, loss of contract, recombine obligation, obligation on abandon fixed asset, and meet the follow condition simultaneously would determined as liabilities: ①This obligation is current obligation of the Company; and, ②The performance of this obligation will probably cause economic benefits outflow of the Company; and, ③The amount of this obligation can be reliably measured. Loss contracts and restructuring obligations of the Company meet the above conditions shall be recognized as accrued liabilities. (2) Measurement of estimated liabilities Accrued liabilities would be measured initial according to the optimum evaluation of outflow of economic benefit, and the Company perform relate obligation that consider risk, incertitude, time value of currency of contingency factor. Discount future cash flow to present value to determine the optimum evaluation if the time value of currency has great impact. On balance sheet date, check the carry amount of accrued 73 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. liabilities, and make adjustment to carry amount to reflect the optimum evaluation. The increase amount in carry amount of accrued liabilities cause by time process would be determined as interest fee. 23. Share-based payment and equity instruments (1) Categories of share-based payment The types of shares-based payment of the Company are: cash-settle and equity-settle. ① Cash-settled share-based payment The measurement of cash-settle is according with the fair value of liability undertake by the Company, which is calculated base on the Company’s share or other equity instrument. The value of cash-settle share-based payment that could exercise immediately after award would be reckoned to relate cost or expense, and increase liability corresponds to it. On each balance sheet date, a best estimated of situation of exercise cash-settled right that with waiting-period should be undertaken, and reckon cost or expense and increase liability which is on the base of service award by the Company, according to the fair value of company’s liability. ② Equity-settled share-based payment The measurement is base on the fair value of the equity instrument granted to employees. The value of equity-settled payment that could be exercised immediately after award would be reckoned in relates cost and expense and increase capital reserves corresponds to it.. On each balance sheet date, a best estimated of amount of exercise equity-settled that with waiting-period should be undertaken, and reckon in cost or expense and capital reserves which is on the base of service award by the Company, according to the fair value of company’s liability. (2) The measures for the recognition of the fair value of the equity instruments. ① For those shares granted to employees shall measure the fair value of equity instruments granted at the measurement date, based on market prices if available, simultaneously, taking into account the terms and conditions ( exclude the vesting conditions of external market) upon which those equity instruments were granted. ② For those share options granted to employees, the market prices are not available in most circumstance. If there is no clauses and requirements of others similar trading options, the Company shall estimate the fair value of the share option granted using a valuation technique. (3) Basis for the recognition of the best estimation of the vested equity instruments On each balance sheet date of waiting-period, the Company shall recognize an amount for the equity instrument during the vesting period based on the best available estimate of the number of equity instruments expected to vest and shall revise that estimate, if necessary, if subsequent information indicates that the number of equity instruments expected to vest differs from previous estimates. (4) Relevant accounting treatment on the implementation, revision and termination of share-based payment 74 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. plan ① For cash-settled share-based payment transactions granted vest immediately, reckon cost or expense according to the fair value of the Company’s liability on the measurement date, increase liability corresponds to it. At each reporting date and at the date of final settlement, with any change in intrinsic value recognised in profit or loss. ② If the equity instruments granted do not vest until completes a specified period of service or can be satisfied pre requirement, on each balance sheet date of waiting-period, the Company shall recognize an amount for the equity instrument during the vesting period based on the best available estimate of the number of equity instruments, according to the fair value of the Company’s liability, recognize the received services as cost or expense, and increase liability corresponds to it. ③ The value of equity-settled payment that could be exercised immediately after award would be reckoned in relates cost and expense and increase capital reserves corresponds to it.. ④ If the equity instruments granted do not vest until completes a specified period of service or can be satisfied pre requirement, on each balance sheet date of waiting-period, the Company shall recognize an amount for the equity instrument during the vesting period based on the best available estimate of the number of equity instruments, according to the fair value on the measurement date,, recognize the received services as cost or expense, and increase capital reserve corresponds to it. 24. Repurchase of shares of the Company The Company accords to the legal procedures and approval through legal reporting, to decrease the share capital by the shares buy back method, reduce the paid-in capital by the amount of total nominal value of withdrawn shares, the difference between share price paid(including trading expense) and the nominal value shall be adjust the amount of equity, any amount more than the total nominal value, shall reducing the capital reserve(share premium)、surplus reserve and undistributed profits successively; any amount lower than the total nominal value, shall increasing the capital reserve(share premium). The shares before buy back, as the treasury stock management, the share buy back payment recognized as cost of treasury stock. If the transfer revenue received higher than the cost of the treasury stock, transfer the treasury stock, should be increase the capital reserve(share premium); if that revenue received lower than the cost, should be reduce the capital reserve(share premium)、surplus reserve and undistributed profits successively. 25. Revenue (1) Criteria for recognition time of revenue from selling goods Revenue from the sale of goods shall be recognized when all of the following conditions are satisfied: ① the entity has transferred the significant risks and reward ownership of goods to the buyer; ② the entity retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over goods sold; 75 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. ③ the amount of revenue can be measured reliably; ④ relate economic benefit is probably inflow to the enterprise; ⑤ the associated costs incurred or to be incurred can be measured reliably. No matter what sales way the Company adopts to conduct its export sales of products, the recognition method for revenue is based on agreement in sales contracts or orders. As for selling products with the settlement way of FOB domestic port, revenue of sales are recognized to realize after gaining the B/L upon loading and completing the customs export formalities; as for selling products with the settlement way of FOB overseas port, revenue of sales are recognized to realize after completing the customs export formalities and gaining the B/L upon loading overseas. The Company’s accounting treatment for return of sales: according to the prevailing rules for international trade, the settlement way of FOB means that the purchaser has checked and accepted the purchased goods at the loading place, and undertaked relevant risks after shipping upon the check and acceptance, so the Company didn’t make individual provision for the above issue, but recorded it directly into the gains and losses upon occurance. The Company’s accounting treatment of claims: the Company calculated the claims expense ratio according to the ratio of the annual amount of claims over the recent two years in the annual revenue of sales, and then withdrew the claims expenses to be recognized for the current sales of products according to the current revenue of sales and expected claims expenses ratio at the end of reporting period. (2) Recognition basis of revenue from transfer of assets use right The revenue of transfer of assets use right including : interest income、user charges etc, recognized when all the following conditions are satisfied: ① the economic benefits related to the transaction are probably will flow into the Company; ② the amounts can be reliably measured. Interest income, compute base on the funds used time by other peoples and the actual interest rate. User charges, compute base on the chargeable time and method arranged in the contract or agreement. (3) Recognition basis and method for the schedule of contracted project when recognizing the revenue from providing labor services and construction contract by percentage-of-completion method Revenue from rendering of services ① The Company recognize revenue from rendering of service when come out of rendering of service can be measured reliably at balance sheet date, and adopt percentage of completion method in recognition of revenue. The method depends on schedule of complete to determined revenue and expense. the outcome of service can be estimated reliably when all the following conditions are satisfied: a. the amount of revenue can be measured reliably; b. relate economic benefit is probably inflow to the enterprise; c. the complete of schedule could be determined reliably; d. the associated costs incurred or to be incurred can be measured reliably. 76 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. ② When the outcome of rendering of service cannot be measured reliably at balance sheet date: a. revenue shall be recognized to the extent of costs incurred that are expected to be recoverable if compensation are predict to be award; b. to those cost that without compensation in predict, through to profit and loss account without recognize revenue. Revenue from construction contracts ① When the outcome of a construction contract can be estimated reliably, contract revenue and contract costs associated with the construction contract should be recognised as revenue and expenses respectively by reference to the stage of completion of the contract activity at the balance sheet date. The recognition of revenue and expenses by reference to the stage of completion of a contract is often referred to as the percentage of completion method. Under this method, contract revenue is matched with the contract costs incurred in reaching the stage of completion, resulting in the reporting of revenue, expenses and profit which can be attributed to the proportion of work completed. In the case of a fixed price contract, the outcome of a construction contract can be estimated reliably when all the following conditions are satisfied: a. total contract revenue can be measured reliably; b. it is probable that the economic benefits associated with the contract will flow to the enterprise; c. the contract costs attributable to the contract can be clearly identified and measured reliably so that actual contract costs incurred can be compared with prior estimates; and d. both the contract costs to complete the contract and the stage of contract completion at the balance sheet date can be measured reliably. In the case of a cost plus contract, the outcome of a construction contract can be estimated reliably when all the following conditions are satisfied: a. it is probable that the economic benefits associated with the contract will flow to the enterprise; and b. the contract costs attributable to the contract, can be clearly identified and measured reliably. On the balance sheet date, under the percentage of completion method, contract revenue is recognised as revenue in the income statement in the accounting periods in which the work is performed. Contract costs are usually recognised as an expense in the income statement in the accounting periods in which the work to which they relate is performed. The Company may have incurred contract costs, indemnity or reward, caused by the change of the contract. Such contract costs can be recognised as revenue, if such costs represent an amount due from the customer and there is an agreement with the customer. ② When the outcome of a construction contract cannot be estimated reliably: a. revenue should be recognised only to the extent of contract costs incurred that it is probable will be recoverable; and b. if the cost can not be recovered, contract costs should be recognised as an expense in the period in which they are incurred. 77 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. ③ An expected loss on the construction contract should be recognised as an expense immediately 26. Government subsidies (1) Types ① A government grant related to an asset; ② A government grant related to income. (2) Accounting treatment method Accounting treatment method: ① A government grant related to an asset shall be recognized as deferred income, when the assets is substantially ready for its intended use, evenly amortized to profit and loss over the useful lives of the related asset. Unamortized amount would be one-off recognized in profit and loss account when the asset is sale, convey, scrap, derogation before its useful life. ② For government grant related to income, if the grant is a compensation for related expenses or losses to be incurred in subsequent periods, the grant shall be recognized as deferred income, and recognized in profit and loss over the periods in which the related cost are recognized. If the recognized government grants needed to return back, which shall be treated as follows: ①If there is relevant deferred income, decrease the carrying value of the deferred income, any exceeds the amount shall be recognized to current profit and loss account. ②If there is no relevant deferred income, recognized to current profit and loss account directly. 27. Deferred income tax assets and deferred income tax liabilities (1) Recognition basis of deferred income tax assets ① Deferred tax assets shall be recognized according to deductible temporary differences to the extent that is probable that tax profits will be available against which the deductible temporary differences can be utilized, but deferred tax assets arise from initial recognize of assets and liabilities in transaction that have character listed below would not recognised: a. The transaction is not business combination; b. At the time of the transaction, it affects neither accounting profit nor Taxable business revenue (or deductible loss). ② The Company and subsidiaries, associated companies and joint venture investments that can be related to deductible temporary differences, while meeting the following conditions, to confirm the corresponding deferred income tax assets: a. Temporary differences in the foreseeable future is likely to switch back to; and b. It is likely to be used for deductible temporary differences in taxable income in the future. ③ The Company can carry forward for the subsequent year’s tax losses and tax credits, to very likely be used to offset tax losses and tax credits amount of future taxable income limit, verify the corresponding deferred income tax assets. 78 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. ④ The carrying amount of deferred income tax assets shall be reviewed at each balance sheet date. If it is unlikely to obtain sufficient taxable income to offset against the benefit of the deferred income tax asset, the carrying amount of the deferred income tax assets shall be written down. Any such write-down should be subsequently reversed where it becomes probable that sufficient taxable income will be available. (2) Recognition basis of deferred income tax liabilities Deferred tax liabilities shall be recognized for all taxable temporary differences, except to the extent that the deferred tax liabilities arise from: ① The initial recognition of goodwill; ② The initial recognition of assets or liabilities, when all the following conditions are satisfied: a. The transaction is not a business combination; b. At the time of the transaction, it affects neither accounting profit nor Taxable business revenue (or deductible loss). ③ Temporary differences arise from the investments in subsidiaries, associates and interests in joint ventures, when all the following conditions are satisfied: a. The parent, investor or venturer is able to control the timing of the reversal of the temporary difference; and b. It is probable that the temporary difference will not reverse in the foreseeable future. 28. Operating lease and financial lease (1) Accounting treatments of operating lease ① When the Company as the lessee under operating lease, lease payments under an operating lease shall be recognized as an expense on a straight-line basis over the lease term. Initial direct expense undertaken by the Company, recognized to the management expenses, contingent rental incurred recognized as current expenses. If the lease contract including a rent-free period, the Company shall amortize the overall rent expenses on a straight-line basis over the whole lease period, during the rent-free period recognize lease expenses and liability correspond to it. If the lessee’s expenses paid by the lessor, the Company shall be reduce this expenses from the total rent expenses, and amortize the balance. ② When the as the lessor under operating lease, lease income from operating leases shall be recognised in income on a straight-line basis over the lease term. The initial costs, recognized to the current profit and loss account, however, if the amount is large, shall be added to the carrying amount of the leased asset and recognised as an expense over the lease term on the same basis as the lease income. If the contract including a rent-free period, the Company shall recognize the total lease income for the whole lease period, during the rent-free period recognize the income also. If the Company paid some lessee’s expenses, the Company shall amortize the income balance (total lease income deduct the expenses) during lease period. (2) Accounting treatments of financial lease 79 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. ① At the commencement of the lease term, lessees shall recognize finance leases as assets in their balance sheets at amounts equal to the fair value of the leased property or, if lower, the present value of the minimum lease payments, and the amount of present value of the minimum lease payments recognized as long term accounts payable, the difference recognized as unrecognized financial charges. During each lease period, adopt actual interest rate method to amortize the expenses, and recognized to financial expense in current period. The depreciation policy for depreciable leased assets shall be consistent with that for depreciable assets that are owned, the depreciation period according to the lease period. If there is reasonable certainty that the lessee will obtain ownership by the end of the lease term, the assets shall be depreciated over its useful life. If there is no reasonable certainty that the lessee will obtain ownership by the end of the lease term, the asset shall be fully depreciated over the shorter of the lease term and its useful life. ② When the Company as the lessor under finance lease, lessor shall recognize assets held under a finance lease in their balance sheets and present them as a long term accounts receivable at an amount equal to the minimum lease receivable add the initial cost, and simultaneously recognize unguaranteed residual value and the total of present value shall be recognized as unrealized financing profits, adopt the actual interest rate method to recognize income during the lease period, recording to other operating income. 29. Assets held for sale (1) Recognition criteria of the assets held for sale The Company shall classify a non-current asset as held for sale if when all the following conditions are satisfied: ① The appropriate level of management must be committed to a plan to sell the assets; ② The Company has entered into a irrepealably transfer agreement with buyer; ③ The sale should be expected to qualify for recognition as a completed sale within one year from the date of classification. (2) Accounting treatments of the assets held for sale A non-current asset classified as held for sale is measured at the net residual amount after deducting the costs necessary to make a sale from its held-for-sale-classification fair value upon classification. The net residual amount is capped by the carrying amount of the asset immediately before the classification. The excess of the carrying amount of the asset immediately before the classification over the net residual amount is accounted for as impairment loss on assets for the reporting period during which the asset is classified as held for sale. If a non-current asset (or disposal group) held for sale no longer meets the criteria for recognition as held for sale, the asset (or disposal group) is ceased to be recognised as held for sale and measured at the lower of: ① Its carrying amount before the asset (or disposal group) was classified as held for sale, adjusted for any depreciation, amortization or revaluations that would have been recognised had the asset (or disposal group) 80 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. not been classified as held for sale, and ② Its recoverable amount at the date of the subsequent decision not to sell. 30. Capitalization of assets 31. Hedging accounting 32. Changes in main accounting policies and estimates Were the main accounting policies or estimates changed during the report period? □Yes √No □ Inapplicable (1) Change of accounting policies Were the main accounting policies changed during the report period? □Yes √No □ Inapplicable (2) Change of accounting estimates Were the main accounting estimates changed during the report period? □Yes √No □ Inapplicable 33. Correction of previous accounting errors Was any accounting error made in previous periods discovered in the report period? □Yes √No □ Inapplicable (1) Retrospective restatement method Was any previous accounting error adopting retrospective restatement method discovered in the report period? □Yes √No □ Inapplicable (2) Prospective application method Was any previous accounting error adopting prospective application method discovered in the report period? □Yes √No □ Inapplicable 34. Other main accounting policies and estimates as well as compilation method of financial statements Naught (V) Taxation 1. Main taxes and tax rate Category of taxes Tax basis Tax rate Revenues from sales of products and raw VAT 0, 17 materials Consumption tax Business tax Taxable business revenue 5 Circulating taxes, exemption and Urban maintenance and construction tax 7 deductible taxes Enterprise income tax Taxable income 25 Circulating taxes, exemption and Education surcharge 3 deductible taxes Circulating taxes, exemption and Local education surcharge 2 deductible taxes The income tax rates adopted by each subsidiary and branch factory 81 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (1) Tsann Kuen (Zhangzhou) Enterprise Co., Ltd. (hereafter, TKL) Category of taxes Tax basis Tax rate% VAT Revenues from sales of product and raw material 0,17 Business tax Taxable business revenue 5 Urban maintenance Circulating taxes, exemption and deductible taxes 5 and construction tax Education surcharge Circulating taxes, exemption and deductible taxes 3 Local education surcharge Circulating taxes, exemption and deductible taxes 2 Enterprise income tax Taxable income 15 In accordance with the Notice on Confirmation of the First and Second Batch Re-examined Hi-tech Enterprises of Fujian Province for 2011 (Min-Ke-Gao (2012) No. 1), Tsann Kuen (Zhangzhou) Enterprise Co., Ltd. was confirmed as the first batch re-examined hi-tech enterprise of Fujian Province for 2011 (certificate No.: GF201135000115), with the valid periods of the year of 2011, 2012 and 2013. (2) Tsann Kuen (Zhangzhou) South Port Electronics Enterprise Co., Ltd. Category of taxes Tax basis Tax rate% VAT Revenues from sales of product and raw material 0,17 Business tax Taxable business revenue 5 Urban maintenance Circulating taxes 5 and construction tax Education surcharge Circulating taxes 3 Local education surcharge Circulating taxes 2 Enterprise income tax Taxable income 25 (3) Tsann Kuen China (Shang Hai) Enterprise Co., Ltd. Category of taxes Tax basis Tax rate% VAT Revenues from sales of product and raw material 17 Business tax Taxable business revenue 5 Urban maintenance Circulating taxes 1 and construction tax Education surcharge Circulating taxes 3 Local education surcharge Circulating taxes 2 Enterprise income tax Taxable income 25 (4) Shanghai Canxing Trading Co.,Ltd. Category of taxes Tax basis Tax rate% VAT Revenues from sales of product and raw material 17 Business tax Taxable business revenue 5 Urban maintenance Circulating taxes 1 and construction tax 82 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Category of taxes Tax basis Tax rate% Education surcharge Circulating taxes 3 Local education surcharge Circulating taxes 2 Enterprise income tax Taxable income 25 (5) Star Travel International (Xia Men) Co.,Ltd. Category of taxes Tax basis Tax rate% Business tax Taxable business revenue 5 Urban maintenance Circulating taxes 7 and construction tax Education surcharge Circulating taxes 3 Local education surcharge Circulating taxes 2 Enterprise income tax Taxable income 25 (6) Xiamen Canxing Trading Co.,Ltd. Category of taxes Tax basis Tax rate% VAT Revenues from sales of product and raw material 17 Business tax Taxable business revenue 5 Urban maintenance Circulating taxes 7 and construction tax Education surcharge Circulating taxes 3 Local education surcharge Circulating taxes 2 Enterprise income tax Taxable income 25 (7) Shanghai Fanxin Airlines Service Co., Ltd. Category of taxes Tax basis Tax rate% Business tax Taxable business revenue 5 Urban maintenance Circulating taxes 1 and construction tax Education surcharge Circulating taxes 3 Local education surcharge Circulating taxes 2 Enterprise income tax Taxable income 25 (8) Star Travel International (Da Lian) Co.,Ltd. Category of taxes Tax basis Tax rate% Business tax Taxable business revenue 5 Urban maintenance Circulating taxes 7 and construction tax Education surcharge Circulating taxes 3 Local education surcharge Circulating taxes 2 Enterprise income tax Taxable income 25 (9) Xiamen Star Comgistic Trading Co.,Ltd. Category of taxes Tax basis Tax rate% VAT Revenues from sales of product and raw material 17 Business tax Taxable business revenue 5 83 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Category of taxes Tax basis Tax rate% Urban maintenance Circulating taxes 7 and construction tax Education surcharge Circulating taxes 3 Local education surcharge Circulating taxes 2 Enterprise income tax Taxable income 25 (10) PT. STAR COMGISTIC INDONESIA Category of taxes Tax basis Tax (fare) rate% VAT Revenues from sales of product and 10(note) raw material Enterprise income tax Taxable income 25 The legal tax rate of VAT is 10%, however, in according to the approval document with number as ST-718/WBC.08/KPP.MP.02/2011 issued by Bureau of Customs of Indonesia on 5 Oct. 2011, the approval document with number as 291KMK.05/1997 issued by Ministry of Finance of Indonesia on 26 Jul. 1997 and the approval document with number as KEP-63/BC /1997 issued by General Administration of Customs of Indonesia, PT. STAR COMGISTIC INDONESIA is confirmed as a bonded factory, thus the actual applicable VAT tax rate for the export products by acquiring raw materials is zero. 2. Tax preference and official documents According to 《Notice about Implementation of Preferential Policies of the on Transition of Enterprise Income Tax》[No.39 (2007) of State Council ] issued by The State Council on December 16 2007 and 《Notice of the Ministry of Finance and State Administration of Taxation about Implementation of Preferential Policies of the State Council on Transition of Enterprise Income Tax》[No. 21 (2008)] of the Ministry of Finance] issued by the ministry on February 23,2008, the income tax rate applicable to the Company is 18%, 20%, 22%, 24% and 25% for 2008, 2009, 2010, 2011 and 2012 respectively. In accordance with the Notice on Confirmation of the First and Second Batch Re-examined Hi-tech Enterprises of Fujian Province for 2011 (Min-Ke-Gao (2012) No. 1), Tsann Kuen (Zhangzhou) Enterprise Co., Ltd. was confirmed as the first batch re-examined hi-tech enterprise of Fujian Province for 2011 (certificate No.: GF201135000115), with the valid periods of the year of 2011, 2012 and 2013. 3. Other notes VI. Business combination and consolidated financial statement General instruction of business combination and consolidated financial statements 1. Subsidiaries (1) Subsidiaries obtained by establishment and investment 84 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Unit: RMB Yuan Balance of parent company’s equity after The The Includ deducting proporti proporti ed in the Actual amount Other Deductible difference Register Business Registered Curre of investments on of on of consol Minority Subsidiaries Type Business scope essential minority that loss of ed place nature capital ncy at the holding voting idated interest investment shares interests minority period-end rights statem interests (%) (%) ent exceed equity obtained by minority shareholders Development, production Tsann Kuen and sales of small home Sino-fo Manufactur (Zhangzhou electronic appliance, new reign Zhangzh e home 160,000,000. ) Enterprise USD style of electronic device, 120,000,000.00 0.00 75% 75% Yes 313,397,767.79 6,126,970.02 0.00 joint ou electronic 00 Co., light-industrial product, and venture appliance Ltd.(TKL) modern furniture and relative modules Star Travel Limited International liability Travel Inbound tourism business; (Xia Men) Xiamen 5,000,000.00 USD 5,000,000.00 0.00 100% 100% Yes 0.00 0.00 0.00 compan business domestic tourism business Co.,Ltd.(TS y X) Tsann Kuen Development and production (Zhangzhou Manufactur Sino-fo of small home electronic ) South Port e home reign Zhangzh appliance, new style of Electronics electronic 5,000,000.00 CNY 3,750,000.00 0.00 56.25% 56.25% Yes 3,085,667.75 0.00 0.00 joint ou electronic device, Enterprise appliance venture light-industrial product, and Co., Ltd. modern furniture (TKN) Tsann Kuen Nonbus (Zhangzhou iness Secondary ) Profession Enterpr Zhangzh Secondary vocational vocational 3,000,000.00 CNY 3,000,000.00 0.00 75% 75% Yes 0.00 0.00 0.00 and ise ou education education Technology Run by Institute local 85 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (LTC) People Engaging in household appliances, calculators and accessories, communication equipment, electrical equipment, office supplies and related products Shanghai Limited (including kitchen supplies) Canxing Sales of liability Shangha the import, wholesale, retail Trading home 4,950,000.00 CNY 4,950,000.00 0.00 56.25% 56.25% Yes 0.00 0.00 0.00 compan i and after-sales service; Co.,Ltd electronic y self-and agent all kinds of (STD) goods and technology import and export, production: roasted coffee powder, daily use of the wholesale, retail and other sales (food is non-food way) Wholesale, retail, general merchandise, home electronic appliance, computer and its fitting equipment, communication Xiamen Limited equipments, mechanical and Canxing Sales of liability 30,000,000.0 electronic equipments, office Trading Xiamen home CNY 30,000,000.00 0.00 75% 75% Yes 0.00 0.00 0.00 compan 0 equipments, kitchen Co.,Ltd. electronic y appliance and related (TSX3C) complete product; Import or export products or technology, but those products prohibit by the Country are exempt.. Wholesale, retail, general merchandise, home electronic appliance, computer and its fitting Xiamen Star Limited equipment, communication Comgistic Sales of liability 28,000,000.0 equipments, mechanical and Trading Xiamen home CNY 28,000,000.00 0.00 75% 75% Yes 0.00 0.00 0.00 compan 0 electronic equipments, office Co.,Ltd. electronic y equipments, kitchen (SCCX) appliance and related complete product; Import or export products or technology, but those 86 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. products prohibit by the Country are exempt.. Investment business for Hongkong industry of home electronic Brilliant Limited appliance, receive trade Leader liability Hongko Trade, 4,950,000.00 USD orders, agency procurement, 4,950,000.00 0.00 75% 75% Yes 0.00 0.00 0.00 Limited compan ng Investment research and development (Brilliant y home electronic appliance, Leader Ltd) market research, etc. Investment business for Hongkong industry of home electronic Globe Limited appliance, receive trade Strong liability Hongko Trade, 50,000.00 USD orders, agency procurement, 50,000.00 0.00 75% 75% Yes 0.00 0.00 0.00 Limited compan ng Investment research and development (Globe y home electronic appliance, Strong Ltd) market research, etc. Production of monitor, LCD TV, pendant lamp, table PT. TSANN lamp, LED lamp, fluorescent KUEN Limited lamp, dehumidifier, blender, Manufactur ZHANGZH liability Indonesi fruit juice mixer, mosquito e of home 5,000,000.00 USD 4,000,000.00 0.00 75% 75% Yes 0.00 0.00 0.00 OU compan a killer, coffee pot, electric electronic INDONESI y hair dryer, electric fan, A (TKI) electronic oven, microwave oven, toaster, rice cooker, electric iron and fryer Limited East Sino liability Hongko Investment 57,993,000.0 Developmen HKD Investment 57,993,000.00 0.00 75% 75% Yes 0.00 0.00 0.00 compan ng company 0 t Limited y PT. STAR Production and sales of Limited COMGISTI Manufactur household appliances, liability Indonesi C e of home 7,500,000.00 USD electronics, light industrial 7,425,000.00 0.00 74.25% 74.25% Yes 305,858.33 0.00 0.00 compan a INDONESI electronic products and modern office y A(SCI) supplies Other notes to subsidiaries obtained by establishment and investment . 87 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (2) Subsidiaries obtained by business combination under same control Unit: RMB Yuan Balance of parent company’s The Includ Actual equity after proporti The ed in amount of Other Deductible deducting the Register Business Registered Currenc on of proportion consol Minority Subsidiaries Type Business scope investments at essential minority difference that ed place nature capital y holding of voting idated interest the investment interests loss of minority shares rights(%)statem period-end interests exceed (%) ent equity obtained by minority shareholders Manufac Tsann Kuen Production and sales of ture of China Sino-for household appliances, small (Shanghai) eign Shangha electronics, light househol 40,000,000.00 USD 25,000,000.00 0.00 62.5% 62.5% Yes 35,532,550.22 366,620.35 0.00 Enterprise joint i industrial products and d Co., Ltd. venture modern office supplies applianc (TKS) and relevant modules es Engage in domestic Shanghai Limited airline of civil air Fanxin liability Shangha Ticket transport sales agency Airlines 5,500,000.00 CNY 4,630,000.00 0.00 75% 75% Yes 0.00 0.00 0.00 compan i agent business, except in Service Co., y Hong Kong, Macao, Ltd. (TSST) and Taiwan regions Inbound tourism Star Travel business; outbound Limited International tourism business; liability Travel (Da Lian) Dalian 5,300,000.00 CNY domestic tourism 5,347,000.00 0.00 74.25% 74.25% Yes -73,585.53 15,786.45 0.00 compan business Co.,Ltd. business; travel y (TSD) products research and sales Ticket agent(Engage in Xiamen domestic airline of civil Limited Canxing air transport sales liability Ticket Airlines Xiamen 1,500,000.00 CNY agency business, 1,250,000.00 0.00 75% 75% Yes 0.00 0.00 0.00 compan agent Service Co., except in Hong Kong, y Ltd.( TSXT) Macao, and Taiwan regions) 88 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Notes of subsidiaries obtained by business combination under same control (3) Subsidiaries obtained by business combination not under same control Unit: RMB Yuan Balance of parent company’s equity after deducting Actual the The The amount of Other Registered Business Registered Business proportion proportion Included in Minority Deductible difference Subsidiaries Type Currency investments essential place nature capital scope of holding of voting consolidated interest minority that loss of at the investment statement interests minority shares(%) rights(%) period-end interests exceed equity obtained by minority shareholders Other notes of subsidiaries obtained by business combination not under same control 2. Special purpose entities or operating entities with control right formed by entrusted operation or lease □ Applicable √ Inapplicable Other explanation on special purpose entities or operating entities with control right formed by entrusted operation or lease: 3. Explanation on changes in consolidated scope Explanation on changes in consolidated scope: On 10 Mar. 2012, Tsann Kuen (Zhangzhou) Enterprise Co., Ltd. and Sino Global Development Limited signed the Equity Transfer Agreement, with the latter transferring 100% equity interests of East Sino Development Limited (its wholly-funded subsidiary) to the former at the price of US$ 6.30 million. On 11 Jun. 2012, Tsann Kuen (Zhangzhou) Enterprise Co., Ltd. completed the equity registration alteration formalities regarding its acquisition of equity interests of East Sino Development. This transaction made a business combination under the same control and East Sino Development was consolidated by the Company since the transaction was concluded. √ Applicable □ Inapplicable 89 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. The consolidate entities of the reporting period increased by one entity over that of last period, the reason is as follows: On 10 Mar. 2012, Tsann Kuen (Zhangzhou) Enterprise Co., Ltd. and Sino Global Development Limited signed the Equity Transfer Agreement, with the latter transferring 100% equity interests of East Sino Development Limited (its wholly-funded subsidiary) to the former at the price of US$ 6.30 million. On 11 Jun. 2012, Tsann Kuen (Zhangzhou) Enterprise Co., Ltd. completed the equity registration alteration formalities regarding its acquisition of equity interests of East Sino Development. This transaction made a business combination under the same control and East Sino Development was consolidated by the Company since the transaction was concluded. The consolidate entities of the reporting period decreased by * entity over that of last period, the reason is as follows: 4. Subsidiaries that newly and no longer combined into and not combined into consolidation scope in the reporting period The subsidiaries, special purpose entities and operating entities with control right formed by entrusted operation or lease that newly included in the consolidated scope Unit: RMB Yuan Name Closing net assets Net profit in current period East Sino Development Limited 29,204,975.62 -6,016,211.35 The subsidiaries, special purpose entities and operating entities with control right formed by entrusted operation or lease that not longer included in the consolidated scope in the reporting period Unit: RMB Yuan Net profit from year-begin to Name Net asset at the disposal date disposal date Other notes to entities no longer combined into and not combined into consolidation scope: 5. Business combination under same control during the reporting period Unit: RMB Yuan Cash flow arising Judgment basis of The consolidated The consolidated from operating business Actual controller of income from net profit from The combined party activities between combination under the same control period-begin to period-begin to period-begin and the same control combination date combination date combination date Under the same East Sino Development untimate controlling Wu Cankun 20,444,073.56 -6,016,211.35 -17,582,609.89 Limited company Other notes to business combination under same control: 6. Business combination not under same control during the reporting period Unit: RMB Yuan The combined party Amount of goodwill Calculation method of goodwill Notes of business combination not under same control during the reporting period 7. Subsidiaries reduced by selling equities without control right during the reporting period Name of subsidiary Disposal date Recognition method of gains and losses Notes of subsidiaries reduced by selling equities without control right during the reporting period 90 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 8. The counter purchases in the reporting period Calculation method of goodwill Judgment basis of counter Recognition method of recognized or included into The backdoor party purchase combination costs current gains and losses in the combination Other notes to counter purchases: 9. Mergers in the reporting period Unit: RMB Yuan Type of merger Main assets merged in Main liabilities merged in Mergers under the same control Item Amount Item Item Mergers not under the same control Item Amount Item Amount Other notes to mergers: 10. Exchange rates of major items in financial statements for foreign entities Within the consolidated financial statement, Brilliant Leader Ltd and Globe Strong Ltd were the oversea business entities, the functional currency adopt HKD. The applicable exchange rate is HKD/CNY 0.81522 (the balance sheet date spot rate) for assets and liabilities items; elements of owner’s equity of financial statements except undistributed profit, are translated into the functional currencies using the exchange rate is HKD/CNY 0.85447 (the transaction-dates spot exchange rates); elements of income and expenses of financial statements denominated in foreign currencies are translated into the functional currency using the spot exchange rate of HKD/CNY at the transaction-date; foreign exchange differences arising from treatments described in the above paragraph are separately presented in the financial statements as an element of owners’ equity. Within the consolidated financial statement, East Sino Development Limited was an oversea business entity, the functional currency adopts HKD. The applicable exchange rate is HKD/CNY 0.81522 (the balance sheet date spot rate) for assets and liabilities items; elements of owner’s equity of financial statements except undistributed profit, are translated into the functional currencies using the exchange rate is HKD/CNY 0.8571 (the transaction-dates spot exchange rates); elements of income and expenses of financial statements denominated in foreign currencies are translated into the functional currency using the spot exchange rate of HKD/CNY at the transaction-date; foreign exchange differences arising from treatments described in the above paragraph are separately presented in the financial statements as an element of owners’ equity. Within the consolidated financial statement, TKI was an oversea business entity, the functional currency adopt IDR. The applicable exchange rate is CNY/IDR 1,442.381 (the balance sheet date spot rate) for assets and liabilities items; elements of owner’s equity of financial statements except undistributed profit, are translated into the functional currencies using the exchange rate is CNY/IDR 1,483.680 (the transaction-dates spot exchange rates); elements of income and expenses of financial statements denominated in foreign currencies are translated into the functional currency using the spot exchange rate of CNY/IDR at the transaction-date; foreign exchange differences arising from treatments described in the above paragraph are separately presented in the financial statements as an element of owners’ equity. Within the consolidated financial statement, PT. STAR COMGISTIC INDONESIA was an oversea business entity, the functional currency adopt IDR. The applicable exchange rate is CNY/IDR 1,442.381 (the balance sheet date spot rate) for assets and liabilities items; elements of owner’s equity of financial statements except undistributed profit, are translated into the functional currencies using the exchange rate is CNY/IDR 1,439.562 (the transaction-dates spot exchange rates); elements of income and expenses of financial statements denominated in foreign currencies are translated into the functional currency using the spot exchange rate of CNY/IDR at the transaction-date; foreign exchange differences arising from 91 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. treatments described in the above paragraph are separately presented in the financial statements as an element of owners’ equity. (Ⅶ) Notes on major items in consolidated financial statements of the Company 1. Monetary funds Unit: RMB Yuan Closing balance Opening balance Item Amount in foreign Exchange Amount in foreign Amount in RMB Exchange rate Amount in RMB currency rate currency Cash: -- -- 756,210.01 -- -- 1,160,074.80 RMB -- -- 331,232.36 -- -- 462,206.19 HKD 27,091.60 0.81522 22,085.61 30,221.20 0.8107 24,500.33 USD 29,781.37 6.3249 188,364.20 32,609.23 6.3009 205,467.49 JPY 294,084.80 0.079648 23,423.20 366,823.80 0.0811 29,750.51 IDR 85,702,589.84 0.000674 57,759.82 468,765,082.44 0.0007 324,569.01 CHF 7.00 6.5014 45.51 7.00 6.7085 46.96 EUR 16,646.48 7.871 131,024.44 13,646.48 8.1625 111,389.39 GBP 3.13 9.8179 30.73 3.13 9.7116 30.40 HUF 81,016.00 0.0277 2,244.14 81,016.00 0.0261 2,114.52 Bank deposit: -- -- 1,030,114,811.75 -- -- 704,972,047.30 RMB -- -- 503,466,124.04 -- -- 477,340,456.81 HKD 3,571,828.14 0.81522 2,911,825.74 111.52 0.8107 90.41 USD 81,856,237.35 6.3249 517,732,515.63 33,536,895.14 6.3009 211,312,622.58 JPY 43,198,671.00 0.079648 3,440,687.74 140,166,876.00 0.0811 11,367,954.14 EUR 2,163.94 7.871 17,032.37 276,974.73 8.1625 2,260,806.23 IDR 3,778,377,195.47 0.000674 2,546,626.23 3,882,397,220.82 0.0007 2,690,117.13 Other monetary funds: -- -- 19,962.10 -- -- 0.00 RMB -- -- 19,962.10 -- -- Total -- -- 1,030,890,983.86 -- -- 706,132,122.10 Special explanation shall be made for the accounts limited by being mortgaged, pledged or frozen, deposited overseas or with potential collecting risks: 2. Trading financial assets (1) Trading financial assets Unit: RMB Yuan Item Closing fair value Opening fair value Trading bonds investment Trading equity instruments investment The financial assets which are measured at their fair values and the variation of which is recorded into the profits and losses of the current period Derivative financial assets 0.00 4,636,053.22 Hedging instruments Others Total 0.00 4,636,053.22 92 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (2) Trading financial assets with realizable limit Unit: RMB Yuan Trading restriction or other significant limits in Item Closing balance realization (3) Hedging instruments and notes to relevant hedging transaction 3. Notes receivable (1) Category of notes receivable Unit: RMB Yuan Category Closing balance Opening balance Bank acceptance bill 4,200,000.00 2,979,552.00 Commercial acceptance bill 0.00 0.00 Total 4,200,000.00 2,979,552.00 (2) Notes receivable pledged at period-end Unit: RMB Yuan Issuing entity Date of issuance Expiring date Amount Remark Total -- -- 0.00 -- Notes: (3) Notes transferred to accounts receivable because drawer of the notes fails to execute the contract or agreement, and undue notes endorsed to other parties at the end of the period Unit: RMB Yuan Issuing entity Date of issuance Expiring date Amount Remark Total -- -- 0.00 -- Notes: Undue notes endorsed to other parties by the Company Unit: RMB Yuan Issuing entity Date of issuance Expiring date Amount Remark Total -- -- 0.00 -- Notes: Notes of commercial acceptance bill that already discounted or pledged. 93 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 4. Dividends receivable Unit: RMB Yuan Item Opening balance Increase Decrease Closing balance Dividends receivable 0.00 0.00 0.00 0.00 aging less than one year Of which: Dividends receivable 0.00 0.00 0.00 0.00 aging over one year Of which: -- -- -- -- Total 0.00 0.00 0.00 0.00 Notes: 5. Interest receivable (1) Interest receivable Unit: RMB Yuan Increase in current Decrease in current Item Opening balance Closing balance period period Interest of term deposit 1,646,355.63 2,796,795.51 1,793,738.81 2,649,412.33 Banking interest income 0.00 1,152,069.44 0.00 1,152,069.44 Total 1,646,355.63 3,948,864.95 1,793,738.81 3,801,481.77 (2) Overdue interest Unit: RMB Yuan Borrowing entity Overdue days (day) Amount of overdue interest Total -- (3) Notes to interest receivable 6. Accounts receivable (1) Accounts receivable listed by categories Unit: RMB Yuan 94 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Closing balance Opening balance Category Book balance Bad debt provision Book balance Bad debt provision Proportion Proportion Proportion Amount Amount Amount Amount Proportion (%) (%) (%) (%) Accounts receivable with significant single amount and 0.00 0% 0.00 0% 0.00 0% 0.00 0% individually withdrawn bad debt provision Accounts receivable for which bad debt provisions are made on the group basis 240,845,592.1 366,696,28 Aging group 79.14% 4,925,118.75 2.04% 87% 3,870,170.19 1.06% 8 2.78 54,802,068. Related party group 63,463,872.48 20.86% 0.00 0% 13% 0.00 0% 00 304,309,464.6 421,498,35 Subtotal of group 100% 4,925,118.75 1.62% 100% 3,870,170.19 0.92% 6 0.78 Accounts receivable with insignificant single amount and 0.00 0% 0.00 0% 0.00 0% 0.00 0% individually withdrawn bad debt provision 304,309,464.6 421,498,35 Total -- 4,925,118.75 -- -- 3,870,170.19 -- 6 0.78 Notes to category of accounts receivable: Accounts receivable with significant single amount and individually withdrawn bad debt provision √Applicable □Inapplicable Unit: RMB Yuan Withdrawing Content of accounts receivable Book balance Bad debt provision Withdrawal reason proportion (%) Total 0.00 0.00 -- In the groups, accounts receivable adopting aging analysis method to withdraw bad debt provision: √Applicable □Inapplicable Unit: RMB Yuan Closing balance Opening balance Aging Book balance Provision for bad Book balance Provision for bad Amount Proportion debts Amount Proportion debts Within 1 year Including: -- -- -- -- -- -- 1-90 days 224,600,807.12 93.26% 0.00 349,357,257.44 95.27% 0.00 91-180 days 7,857,968.23 3.26% 785,787.82 12,241,646.46 3.34% 1,224,164.65 181-270 days 2,996,288.25 1.24% 899,090.48 3,341,753.11 0.91% 1,002,525.93 271-365 days 4,184,239.31 1.74% 2,033,951.18 224,292.33 0.06% 112,146.17 Subtotal of within 239,639,302.91 99.5% 3,718,829.48 365,164,949.34 99.58% 2,338,836.75 1 year 1-2 years 425,124.09 0.18% 425,124.09 661,593.74 0.18% 661,593.74 2-3 years 127,463.87 0.05% 127,463.87 622,150.00 0.17% 622,150.00 Over 3 years 653,701.31 0.27% 653,701.31 247,589.70 0.07% 247,589.70 3 to 4 years 4 to 5 years Over 5 years Total 240,845,592.18 -- 4,925,118.75 366,696,282.78 -- 3,870,170.19 In the groups, accounts receivable adopting balance percentage method to withdraw bad debt provision 95 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. □Applicable √Inapplicable In the groups, accounts receivable adopting other methods to withdraw bad debt provision □Applicable √Inapplicable Other closing individually insignificant but provisions for bad debts individually accounts receivable: □Applicable √Inapplicable (2) Accounts receivable reversed or collected in the reporting period Unit: RMB Yuan Recognition basis of Reversed or collected Content of accounts Reversed or collected Reversed or collected original bad debt amount of the accrued receivable reason amount provision bad debt provision Total -- -- -- The withdrawal of bad debt provision of accounts receivable with significant single amount or insignificant single amount but individually made impairment test at the end of reporting period: Withdrawing proportion Content Book balance Bad debt provision Reason (%) Total -- -- Notes to accounts receivable with insignificant single amount but large risks of groups after grouping by credit risks characteristics: (3) The write-off accounts receivable Unit: RMB Yuan Whether arising Nature of accounts Name of entity Write-off time Write-off amount Write-off reason from related party receivable transaction or not? Small appliances Payment for bad business division of 12,949.89 Irrecoverable No quality Guangdong TCL DSG International Payment for bad 17,415.59 Irrecoverable No Sourcing quality Total -- -- 30,365.48 -- -- Notes of the write-off: (4) Particulars about accounts receivable due to shareholders holding 5% (including 5%) voting rights of the Company √Applicable □Inapplicable Unit: RMB Yuan Closing balance Opening balance Name of entity Book balance Withdrawal amount Book balance Withdrawal amount STAR COMGISTIC CAPITAL 17,069,111.23 0.00 9,524,412.88 0.00 CO., LTD Total 17,069,111.23 0.00 9,524,412.88 0.00 (5) Information of top 5 accounts receivable: Unit: RMB Yuan 96 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. The relationship with the Name of entity Amount Aging Proportion Company Applica-USA Non-related relationship 55,327,702.43 Within 1 year 18.18% Tsann Kuen Japan Co., Related party 46,310,093.42 Within 1 year 15.22% Ltd. SEB Non-related relationship 17,111,007.97 Within 1 year 5.62% RussellHobbs Non-related relationship 17,004,109.59 Within 1 year 5.59% SensioInc. Non-related relationship 16,937,130.41 Within 1 year 5.57% Total -- 152,690,043.82 -- 50.18% (6) The amounts due from related parties Unit: RMB Yuan The relationship with the Name of entity Amount Proportion Company Tsann Kuen Japan Co., Ltd. Same ultimate holding company 46,310,093.42 15.22% The company directly controlled Thermaster Electronic by the key management and 9,990.00 0% (Xiamen) Ltd. closed family members STAR COMGISTIC Ultimate holding company 17,069,111.23 5.61% CAPITAL CO., LTD STAR TRAVEL SERVICE Same ultimate holding company 73,337.83 0.02% CORP. Xiamen Tsann Kuen Trading Controlled by same ultimate 1,340.00 0% Co., Ltd. controller Total -- 63,463,872.48 20.85% (7) Information of accounts receivable that terminated recognition Unit: RMB Yuan Gains or loses related to the termination of Item Amount of termination recognition Total (8) If securitization is carried out on accounts receivable as the underlying assets, please list amount of assets and liabilities arising from further involvement Unit: RMB Yuan Item Period-end Assets: Subtotal of assets Liabilities: Subtotal of liabilities 7. Other accounts receivable (1) Other accounts receivable disclosed by type: Unit: RMB Yuan 97 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Closing balance Opening balance Category Book balance Provision for doubtful debts Book balance Provision for doubtful debts Proportion Proportion Proportion Proportion Amount Amount Amount Amount (%) (%) (%) (%) Other accounts receivable that is individually significant and 0.00 0% 0.00 0% 0.00 0% 0.00 0% provisions for bad debts individually Other accounts receivable that provisions for bad debts by group Aging group 22,604,262.96 100% 1,312,875.65 5.81% 29,410,960.41 89.95% 1,140,329.33 3.88% Related party group 0.00 0% 0.00 0% 51,557.00 0.16% 0.00 0% Subtotal of group 22,604,262.96 100% 1,312,875.65 5.81% 29,462,517.41 90.11% 1,140,329.33 3.87% Other accounts receivable with insignificant single 0.00 0% 0.00 0% 3,233,788.00 9.89% 97,623.00 3.02% amount and individually withdrawn bad debt provision Total 22,604,262.96 -- 1,312,875.65 -- 32,696,305.41 -- 1,237,952.33 -- Notes for categories of other accounts receivable: Other closing accounts receivable that is individually significant and provisions for bad debts individually. □Applicable √Inapplicable In the group, other accounts receivable that provisions for bad debts by aging analysis: √Applicable □Inapplicable Unit: RMB Yuan Period-end Period-begin Book balance Book balance Aging Provision for bad Proportio Proportio Provision for bad debts Amount debts Amount n n Within 1 year Including: 16,509,551.87 73.04% 352,762.07 27,957,080.42 95.05% 364,813.46 1-90 days 1,629,532.51 7.21% 55,409.48 605,113.99 2.06% 60,511.41 91-180 days 1,322,742.06 5.85% 138,689.46 118,030.04 0.4% 35,409.00 181-270 days 561,480.35 2.48% 46,403.13 102,281.00 0.35% 51,140.50 271-365 days Subtotal of within 1 year 20,023,306.79 88.58% 593,264.14 28,782,505.45 97.86% 511,874.37 1-2 years 2,242,719.18 9.92% 438,030.94 599,409.49 2.04% 599,409.49 2-3 years 311,236.99 1.38% 260,080.57 5,045.47 0.02% 5,045.47 Over 3 years 27,000.00 0.12% 21,500.00 24,000.00 0.08% 24,000.00 3 to 4 years 4 to 5 years Over 5 years Total 22,604,262.96 -- 1,312,875.65 29,410,960.41 -- 1,140,329.33 In the group, other accounts receivable that provisions for bad debts by balance percentage: □Applicable √Inapplicable In the group, other accounts receivable that provisions for bad debts by other methods: □Applicable √Inapplicable Other closing individually insignificant but provisions for bad debts individually accounts receivable: □Applicable √Inapplicable (2) Information of other accounts receivable reversed or recovered in the reporting period Unit: RMB Yuan 98 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Reason for reversed or Basis for determination Accrued amount before Amount of reversed or Other accounts receivable recovered of bad debts provision reversal or recovery recovered Total -- -- 0.00 -- Withdrawal of closing individually significant or insignificant but provisions for bad debts individually accounts receivable: Content Book balance Provision for bad debts Withdrawal percentage Reason Total -- -- Notes of individually insignificant but was of big risk after grouped by credit risk other accounts receivable: (3) Information of other accounts receivable written off in the reporting period Unit: RMB Yuan Whether arising from Nature of other Name of company Write off date Write off amount Write off reason related party accounts receivable transactions or not Employee (Liu Employee 91,653.00 Irrecoverable No Yuanshi) borrowings Employee (Hong CCC certification 7,700.00 Irrecoverable No Yinwei) loan Total -- -- 99,353.00 -- -- Notes of written-off of other accounts receivable: (4) Other accounts receivable is due from shareholders with more than 5% (including 5%) of the voting shares of the Company □Applicable √Inapplicable (5) Nature or details of other significant accounts receivable Unit: RMB Yuan Nature or details of the Name of entity Amount Proportion of the total (%) amount Total 0.00 -- 0% Notes: 99 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (6) Information of top five other accounts receivable Unit: RMB Yuan Relationship with the Proportion of the total Name of entity Amount Aging Company (%) Zhangzhou Haikun Metal Non-related relationship 1,116,260.78 1-90 days 4.94% Products Co., Ltd. CHINA AVIATION XINGANG Non-related relationship 1,080,000.00 1-2 years 4.78% GUARANTY CO.,LTD. Sensio Inc. Non-related relationship 1,046,040.99 1-90 days 4.63% Zhangzhou Boer Metal Non-related relationship 963,382.62 1-360 days 4.26% Product Co., Ltd Fujian Longhai Power Non-related relationship 944,477.53 Within 30 days 4.18% Supply Co., Ltd. Total -- 5,150,161.92 -- 22.79% (7) Information of the amounts due from related parties Unit: RMB Yuan Name of entity Relationship with the Company Amount Proportion 0.00 0% Total -- 0.00 0% (8) Information of other accounts receivable that terminated recognition Unit: RMB Yuan Gains or loses related to the termination of Item Amount of termination recognition Total 0.00 0.00 (9) If securitization is carried out on other accounts receivable as the underlying assets, please list amount of assets and liabilities arising from further involvement Unit: RMB Yuan Item As at 30 Jun. 2012 Assets: Subtotal of assets 0.00 Liabilities: Subtotal of liabilities 0.00 100 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 8. Prepayment (1) List by aging analysis: Unit: RMB Yuan Closing balance Opening balance Aging Proportion Proportion Amount Amount (%) (%) Within 1 year 5,676,311.63 95.86% 6,015,676.71 99.8% 1 year to 2 245,100.00 4.14% 12,225.00 0.2% years 2 years to 3 years Over 3 years Total 5,921,411.63 -- 6,027,901.71 -- Notes of aging of prepayment: (2) Information of the top 5 prepayment Unit: RMB Yuan Relationship with the Name of entity Amount Time Reason for unsettled Company Yuyao Shenghua Hasn’t completed Non-related relationship 809,620.10 28 Jun. 2012 Electronics Co., Ltd. execution Shaoxing Dayi Hasn’t completed Non-related relationship 707,485.47 28 Jun. 2012 Electronics Co., Ltd. execution Mitsui Bussan Plastics Hasn’t completed Non-related relationship 320,198.06 19 Jun. 2012 Trade CO., LTD execution Hasn’t completed Xiamen University Non-related relationship 272,000.00 19 Mar. 2012 execution Xiamen Smartcom Hasn’t completed Non-related relationship 168,320.00 9 Mar. 2012 Technology Co., Ltd. execution Total -- 2,277,623.63 -- -- Notes of important companies of prepayment: (3) Information about amount due from shareholders with more than 5% (including 5%) of the voting shares of the Company in prepayment □Applicable √Inapplicable (4) Notes of prepayment 101 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 9. Inventory (1) Category Unit: RMB Yuan Closing balance Opening balance Item Impairment of Impairment of Book balance Book value Book balance Book value inventories inventories Raw materials 138,897,839.50 16,833,606.88 122,064,232.62 155,190,710.67 16,079,515.78 139,111,194.89 Construction 15,268,329.04 0.00 15,268,329.04 27,731,700.45 0.00 27,731,700.45 contract assets Inventory goods Turnover material Consumable biological assets Self-made semi-finished 31,339,089.30 861,656.52 30,477,432.78 27,812,523.41 2,567,577.78 25,244,945.63 product Finished product 117,006,180.12 6,089,950.13 110,916,229.99 119,584,715.13 2,169,904.12 117,414,811.01 Low-value 2,188,740.71 0.00 2,188,740.71 2,543,108.59 0.00 2,543,108.59 consumable product Materials in transit 5,181,931.11 0.00 5,181,931.11 7,539,131.63 0.00 7,539,131.63 Total 309,882,109.78 23,785,213.53 286,096,896.25 340,401,889.88 20,816,997.68 319,584,892.20 (2) Impairment of inventories Unit: RMB Yuan Withdrawal in Decrease in reporting period Category Opening balance Closing book balance reporting period Reversal Written off Raw materials 16,079,515.78 1,714,436.65 960,345.55 0.00 16,833,606.88 Construction contract 0.00 0.00 assets Inventory goods Turnover material Consumable biological assets Self-made 2,511,885.13 0.00 1,650,228.61 0.00 861,656.52 semi-finished product Finished product 2,225,596.77 3,864,353.36 0.00 0.00 6,089,950.13 Total 20,816,997.68 5,578,790.01 2,610,574.16 0.00 23,785,213.53 (3) Details of provision for falling price of inventories Proportion of reversal of Basis on provision for falling Item Reasons for reversal provision for impairment of price of inventories inventories to closing balance Raw materials Inventory goods Construction contract assets Turnover material Consumable biological assets Notes of inventory: 102 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 10. Other current assets Unit: RMB Yuan Item Closing balance Opening balance 0.00 0.00 Total 0.00 0.00 Notes of other current assets: 11. Available-for-sale financial assets (1) Information of available-for-sale financial assets Unit: RMB Yuan Item Closing fair value Opening fair value Available-for-sale bonds Available-for-sale equity instruments Others Total 0.00 0.00 In the reporting period, the Company reclassified the held-to-maturity investment into available-for-sale financial assets, a total of RMB0.00 was reclassified, which takes 0% of total matured investment before reclassification. Notes of available-for-sale financial assets: (2) Long-term liability investment of available-for-sale financial assets Unit: RMB Yuan Accrued Initial Interest in the accounts Opening Closing Item Category Book balance investment Matured date reporting receivable or balance balance cost period received interest Total -- -- -- Notes of long-term liability investment of available-for-sale financial assets: 12. Held-to-maturity investment (1) Information Unit: RMB Yuan Item Closing book balance Opening book balance Total 0.00 0.00 Notes of held-to-maturity investment: 103 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (2) Information of held-to-maturity investment sold in the reporting period but was not matured Unit: RMB Yuan Item Amount Percentage of the investment amount before sales Total -- Notes of undue held-to-maturity investment sold in the reporting period: 13. Long-term accounts receivable Unit: RMB Yuan Category Closing balance Opening balance Financing leases Including: unrealized financing gains Installment sales Installment offering service Others 46,290,436.53 49,751,452.73 Total 46,290,436.53 49,751,452.73 14. Investment to joint ventures and associated enterprises Unit: RMB Yuan Percenta Voting Total ge of percenta operatio Nature Total Net Name Registra Legal Nature Register holding ge of Total Net n of Currenc closing profit in of tion represen of ed shares the closing closing revenue enterpri y liabilitie reportin investee place tative business capital of the Compan assets assets in ses s g period Compan y in reportin y investee g period I. Joint ventures II. Associated enterprises Notes if significant differences exist between the important accounting policies and accounting estimations of joint ventures, associated enterprises and the Company: 15. Long-term equity investment 104 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (1) List of long-term equity investment Unit: RMB Yuan Explanation for indifferences Withdrawn between the Share holding Voting impairment Cash bonus in Accounting Initial Opening Increase/decrea share holding Impairment Investee Closing balance percentage in percentage in provision in the the reporting method investment cost balance se percentage and provision investee investee reporting period voting period percentage in investee Xiamen Institute of Foreign 40,000.00 40,000.00 0.00 40,000.00 1.48% 1.48% 0.00 0.00 7,062.00 Investment Enterprise Total -- 40,000.00 40,000.00 0.00 40,000.00 -- -- -- 0.00 0.00 7,062.00 105 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (2) Information of the limitation on the capability to transfer capital to investee Unit: RMB Yuan Item that with limitation on the capability Investment losses unrecognized in current Reason for limitation to transfer capital to investee period Notes of long-term equity investment: 16. Investment property (1) Investment property calculated by cost √Applicable □Inapplicable Unit: RMB Yuan Increase in the reporting Decrease in the Item Opening book balance Closing book balance period reporting period I. Total original book 146,594,664.32 401,245.61 0.00 146,995,909.93 value 1. Houses and 117,334,086.81 401,245.61 0.00 117,735,332.42 buildings 2. Land use right 29,260,577.51 0.00 0.00 29,260,577.51 II. Accumulated depreciation and 81,009,345.86 3,948,719.89 0.00 84,958,065.75 amortization 1. Houses and 71,022,264.10 3,652,019.46 0.00 74,674,283.56 buildings 2. Land use right 9,987,081.76 296,700.43 0.00 10,283,782.19 III. Book value of 65,585,318.46 0.00 0.00 62,037,844.18 investment property 1. Houses and 46,311,822.71 43,061,048.86 buildings 2. Land use right 19,273,495.75 18,976,795.32 IV. Accumulated impairment provision 0.00 0.00 0.00 0.00 of investment property 1. Houses and 0.00 0.00 0.00 0.00 buildings 2. Land use right 0.00 0.00 0.00 0.00 V. Book value of 65,585,318.46 0.00 0.00 62,037,844.18 investment property 1. Houses and 46,311,822.71 43,061,048.86 buildings 2. Land use right 19,273,495.75 18,976,795.32 Unit: RMB Yuan Reporting period Depreciation and amortization amount 3,948,719.89 Impairment provision of investment property 0.00 (2) Investment property calculated by fair value □Applicable √Inapplicable Notes of investment property that altered calculated mode and failed to accomplish certification of property, and notes of 106 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. reason that the fail accomplish and estimated accomplish date: 17. Fixed assets (1) Fixed assets details Decrease in the reporting Item Opening book balance Increase in the reporting period Closing book balance period I. Total original book value 1,882,685,980.11 16,764,821.41 174,890,072.91 1,724,560,728.61 Including: Houses and buildings 100,287,293.20 286,594.67 6,289,933.41 94,283,954.46 Machineries 330,508,859.28 4,242,115.59 151,792,964.46 182,958,010.41 Vehicles 24,430,483.15 182,393.57 1,646,594.82 22,966,281.90 Electronics, module and others 1,367,654,529.06 12,004,833.65 14,010,696.29 1,365,648,666.42 Improvement expense of fixed 59,804,815.42 48,883.93 1,149,883.93 58,703,815.42 assets Increase in reporting Withdrawal in reporting Decrease in the reporting -- Opening book balance Closing book balance period period period II. Accumulated depreciation 1,522,104,824.47 0.00 34,845,498.61 111,500,250.12 1,445,450,072.96 Including: Houses and buildings 36,406,491.03 0.00 1,054,155.47 162,506.17 37,298,140.33 Machineries 194,917,674.49 0.00 6,696,972.08 100,149,300.26 101,465,346.31 Vehicles 23,925,101.93 0.00 96,850.92 1,475,972.71 22,545,980.14 Electronics, module and others 1,233,697,496.83 0.00 24,113,703.70 9,133,641.43 1,248,677,559.10 Improvement expense of fixed 33,158,060.19 0.00 2,883,816.44 578,829.55 35,463,047.08 assets -- Opening book balance -- Closing book balance III. The net book value of fixed 360,581,155.64 -- 279,110,655.65 assets Including: Houses and buildings 63,880,802.17 -- 56,985,814.13 Machineries 135,591,184.79 -- 81,492,664.10 Vehicles 505,381.22 -- 420,301.76 Electronics, module and others 133,957,032.23 -- 116,971,107.32 Improvement expense of fixed 26,646,755.23 -- 23,240,768.34 assets IV. Total impairment provision 55,956,730.69 -- 52,878,522.54 Including: Houses and buildings 0.00 -- 0.00 Machineries 27,602,824.40 -- 27,586,457.67 Vehicles 9,559.79 -- 9,559.79 Electronics, module and others 27,005,884.74 -- 23,987,376.60 Improvement expense of fixed 1,338,461.76 -- 1,295,128.48 assets V. Total book value of fixed assets 304,624,424.95 -- 226,232,133.11 Including: Houses and buildings 63,880,802.17 -- 56,985,814.13 Machineries 107,988,360.39 -- 53,906,206.43 Vehicles 495,821.43 -- 410,741.97 Electronics, module and others 106,951,147.49 -- 92,983,730.72 Improvement expense of fixed 25,308,293.47 -- 21,945,639.86 assets Depreciation amount of this reporting period was RMB 34,845,498.61, original value of RMB 1,245,595.68 was transferred into fixed assets from construction project. 107 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (2) Temporary idle fixed assets Unit: RMB Yuan Item Original book value Accrued depreciation Impairment provision Net book value Note Houses and buildings 0.00 Machineries 72,309,476.72 31,392,154.12 29,302,918.24 11,614,404.36 Vehicles 310,255.43 300,695.64 9,559.79 0.00 Electronics, module and 54,118,972.54 32,329,537.77 21,060,603.71 728,831.06 others Improvement expense of 769,902.33 212,406.47 488,265.46 69,230.40 fixed assets (3) Fixed assets leased in from financing lease □Applicable √Inapplicable (4) Fixed assets leased out from operation lease √Applicable □Inapplicable Unit: RMB Yuan Category Closing book value Houses and buildings Machineries 3,094,239.63 Vehicles 0.00 Electronics, module and others 48,495.05 (5) Information of hold-for-sale fixed assets at period-end Unit: RMB Yuan Item Book value Fair value Estimated disposal cost Estimated settle date Electronics, module and 17,440.38 92,500.00 1,778.85 31 Jul. 2012 others (6) Information of fixed assets failed to accomplish certification of property Item Reason Estimated time of completion Notes of fixed assets: 18. Construction in progress (1) Unit: RMB Yuan Closing balance Opening balance Item Impairment Impairment Book balance Book value Book balance Book value provision provision Modules work in progress 2,998,971.88 0.00 2,998,971.88 2,023,801.59 0.00 2,023,801.59 Decoration project 8,203,428.58 0.00 8,203,428.58 6,713,866.52 0.00 6,713,866.52 Power room project 0.00 0.00 0.00 2,991,529.49 0.00 2,991,529.49 Total 11,202,400.46 0.00 11,202,400.46 11,729,197.60 0.00 11,729,197.60 108 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (2) Changes in significant construction in progress Unit: RMB Yuan Including: Increase in Project input Capitalization Name of Opening Transferred to Other Project Capitalization capitalization Source of Closing Budget reporting percentage of of interest rate project balance fixed assets decrease process of interest of interest funding balance period budget (%) this period Modules work Partly 5,691,419.40 2,023,801.59 1,991,996.79 916,905.93 99,920.57 71% 0.00 0.00 0% Self-owned 2,998,971.88 in progress completed Part of the Decoration 12,276,573.66 6,713,866.52 4,078,027.76 328,689.75 2,259,775.95 88% project has 0.00 0.00 0% Self-owned 8,203,428.58 project completed Power room The project 4,514,412.00 2,991,529.49 95,842.47 0.00 3,087,371.96 68% 0.00 0.00 0% Self-owned 0.00 project has completed Total 22,482,405.06 11,729,197.60 6,165,867.02 1,245,595.68 5,447,068.48 -- -- 0.00 0.00 -- -- 11,202,400.46 Notes of changes in construction in progress: 109 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (3) Impairment provision of construction in progress Unit: RMB Yuan Increase in reporting Decrease in Reason for Item Opening balance Closing balance period reporting period withdrawal Total 0.00 0.00 -- (4) Information of procedures of significant construction in progress Item Process of the project Remark (5) Notes of construction in progress 19. Engineering materials Unit: RMB Yuan Increase in Decrease in Item Opening balance Closing balance reporting period reporting period Total 0.00 0.00 0.00 0.00 Notes of engineering materials: 20. Clearance of fixed assets Unit: RMB Yuan Reason for transferring to Item Opening book value Closing book value clearance Total 0.00 0.00 -- Notes of clearance process of fixed assets with a clearance term of over 1 year since the transfer into fixed assets: 21. Productive biological assets (1) Calculated by cost □Applicable √Inapplicable (2) Calculated by fair value □Applicable √Inapplicable 110 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 22. Oil and gas assets Unit: RMB Yuan Increase in reporting Decrease in reporting Item Opening book balance period Closing book balance period I. Total original book value 0.00 0.00 0.00 0.00 1. Property rights of proved mining area 2. Property rights of unproved mining area 3. Well and relevant facilities II. Total accumulated 0.00 0.00 0.00 0.00 depreciation 1. Property rights of proved mining area 2. Well and relevant facilities a III. Total accumulated oil 0.00 0.00 0.00 0.00 and gas assets depreciation 1. Property rights of proved mining area 2. Property rights of unproved mining area 3. Well and relevant facilities IV. Total book value of oil 0.00 0.00 0.00 0.00 and gas assets 1. Property rights of proved mining area 2. Property rights of unproved mining area 3. Well and relevant facilities Notes of oil and gas assets: 111 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 23. Intangible assets (1) Information Unit: RMB Yuan Increase in reporting Item Opening balance Decrease in reporting period Closing balance period I. Total original book 27,865,002.04 0.00 398,797.99 27,466,204.05 value Land use rights 12,372,357.70 0.00 398,797.99 11,973,559.71 Software of information 15,492,644.34 0.00 0.00 15,492,644.34 system II. Accumulative 12,546,289.87 1,163,945.14 0.00 13,710,235.01 amortization Land use rights 385,916.53 216,261.58 0.00 602,178.11 Software of information 12,160,373.34 947,683.56 0.00 13,108,056.90 system III. Total net book value of 15,318,712.17 0.00 0.00 13,755,969.04 intangible assets Land use rights 11,986,441.17 11,371,381.60 Software of information 3,332,271.00 2,384,587.44 system IV. Total impairment 0.00 0.00 0.00 0.00 provision Land use rights 0.00 0.00 0.00 0.00 Software of information 0.00 0.00 0.00 0.00 system Total book value of 15,318,712.17 0.00 0.00 13,755,969.04 intangible assets Land use rights 11,986,441.17 11,371,381.60 Software of information 3,332,271.00 2,384,587.44 system Amortization was of 1,163,945.14 in reporting period. (2) Company development expense Unit: RMB Yuan Decrease in the reporting period Increase in the Recorded into Item Opening amount Recognized as Closing amount reporting period current gains and intangible assets losses Expense on internal 35,058,310.24 35,058,310.24 R&D projects Total 0.00 35,058,310.24 35,058,310.24 0.00 0.00 Development expense percentage of total expenditure of R&D projects in the reporting period. 100% Percentage intangible assets arising from inner R&D of the Company of closing book value of intangible assets. Notes of R&D projects of the Company, those that includes individual value of more than RMB 1 million and recognized with a basis of assessed value, please disclose name of evaluation authority and method of evaluation: (3) Information of intangible assets that failed to accomplish certification of property 112 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 24. Goodwill Unit: RMB Yuan Name of investee or event that Increase in the Decrease in the Impairment provision Opening balance Closing balance generated goodwill reporting period reporting period at period-end TSST 71,870.08 0.00 0.00 71,870.08 71,870.08 TSD 800,109.01 0.00 0.00 800,109.01 800,109.01 TSXT 125,000.00 0.00 0.00 125,000.00 125,000.00 Total 996,979.09 0.00 0.00 996,979.09 996,979.09 Notes of test method of goodwill impairment and impairment withdrawal method: 25. Long-term amortization expense Unit: RMB Yuan Reason for other Item Opening balance Increase Amortization balance Other decrease Closing balance decrease Telecommunications 37,000.00 1,420,000.00 179,000.02 1,277,999.98 engineering SUN computer 41,666.68 0.00 41,666.68 0.00 service fees Internet charges 61,152.00 0.00 52,416.00 8,736.00 Houses and buildings 6,726,907.21 1,159,558.00 1,002,511.20 6,883,954.01 renovation expenses Landscape 113,042.04 0.00 16,149.00 96,893.04 engineering Total 6,979,767.93 2,579,558.00 1,291,742.90 0.00 8,267,583.03 -- Notes: 26. Deferred income tax assets and deferred income tax liabilities (1) Deferred income tax assets and deferred income tax liabilities are not listed as the net value after offset √Applicable □Inapplicable Recognized deferred income tax assets and deferred income tax liabilities: Unit: RMB Yuan Item Closing balance Opening balance Deferred income tax assets Provision for assets impairment 10,828,805.45 10,828,805.45 Formation expenses Deductible losses 0.00 0.00 Withdrawal expense 928,714.68 928,714.68 Accrued liabilities 0.00 0.00 Payroll payable 4,969,893.74 4,969,893.74 Unrealized profits from intra-group transactions 154,114.57 304,114.85 Subtotal 16,881,528.44 17,031,528.72 Deferred income tax liabilities: Estimated value of trading financial instruments, derivative 695,407.98 695,407.98 financial instruments Fair value changes on available-for-sale financial assets that 0.00 0.00 recognized into capital reserves Subtotal 695,407.98 695,407.98 113 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. List of unrecognized deferred income tax assets and deferred income tax liabilities: Unit: RMB Yuan Item Closing balance Opening balance Deductible temporary differences Deductible losses Total Unrecognized deferred income tax assets and deferred income tax liabilities that will expire in the following fiscal year: Unit: RMB Yuan Year Closing balance Opening balance Remark Total -- List of deferred income tax assets and deferred income tax liabilities: Unit: RMB Yuan Temporary differences amount Item As at 30 Jun. 2012 As at 1 Jan. 2012 Taxable differences item Subtotal Deductible differences items Subtotal (2) List of net amount of deferred income tax assets and deferred income tax liabilities after write-off □Applicable √Inapplicable Notes of deferred income tax assets and deferred income tax liabilities: 27. List of provision for assets impairment Unit: RMB Yuan Increase in reporting Decrease in reporting period Closing book Item Opening book balance period balance Reversal Written off I. Provision for bad debt 5,142,498.32 8,626,356.62 7,203,068.56 226,477.67 6,339,308.71 II. Provision for inventory falling 20,816,997.68 5,578,790.01 2,610,574.16 0.00 23,785,213.53 price III. Impairment provision of available-for-sale financial assets IV. Impairment provision of held-to-maturity investment V. Impairment provision of 0.00 0.00 long-term equity investment VI. Impairment provision of 0.00 0.00 0.00 investment property VII. Impairment provision of fixed 55,956,730.69 3,078,208.15 52,878,522.54 assets VIII. Impairment provision of engineering materials IX. Impairment provision of 0.00 0.00 construction in progress 114 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. X. Impairment provision of productive biological assets Including: mature productive biological assets XI. Impairment provision of oil gas 0.00 0.00 0.00 assets XII. Impairment provision of 0.00 0.00 0.00 intangible assets XIII. Impairment provision of 996,979.09 goodwill XIV. Others Total 82,913,205.78 14,205,146.63 12,891,850.87 226,477.67 84,000,023.87 Notes of the list of assets impairment: 28. Other non-current assets Unit: RMB Yuan Item Closing balance Opening balance Total 0.00 0.00 Notes of other non-current assets: 29. Short-term loan (1)Category Unit: RMB Yuan Item Closing balance Opening balance Pledge loan Mortgage loan Guarantee loan Credit loan 306,043,379.04 0.00 Total 306,043,379.04 0.00 Notes of category of short-term loan: (2) List of unsettled mature short-term loan Unit: RMB Yuan Reason for Name of creditor Amount of loan Rate of loan Usage Estimated settle date unsettlement Total 0.00 -- -- -- -- RMB* was paid back after the Balance Sheet Date. Notes of short-term loan, for those gaining extended term, notes term of extension and new maturity day: 115 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 30. Trading financial liabilities Unit: RMB Yuan Item Closing fair value Opening fair value Public trading bonds Financial liabilities designed to recognized with a basis on fair value and with its changes recognized into current gains and losses Derivative financial liabilities 2,559,589.86 0.00 Other financial liabilities Total 2,559,589.86 0.00 Notes of trading financial liabilities: 31. Notes payable Unit: RMB Yuan Category Closing balance Opening balance Trade acceptance bill 99,810.50 0.00 Bank acceptance bill 37,515,562.43 44,434,948.83 Total 37,615,372.93 44,434,948.83 RMB37,615,372.93 will be due in next fiscal period. Notes of notes payable: 32. Accounts payable (1) Unit: RMB Yuan Item Closing balance Opening balance Within 1 year 597,048,929.02 859,430,058.90 Over 1 years 52,303,525.47 1,102,979.20 Total 649,352,454.49 860,533,038.10 (2) The accounts payable to shareholders with more than 5% (including 5%) of the voting shares of the Company √Applicable □Inapplicable Unit: RMB Yuan Name of entity Closing balance Opening balance STAR COMGISTIC CAPITAL CO., LTD. 1,339,681.66 3,937,550.43 Total 1,339,681.66 3,937,550.43 Notes of the accounts payable aging over one year: Name of entity Owned amount Aging Reason for unsettlem Paid back after Balance ent Sheet Day amount Ningbo Chaochao Electrical 500,237.01 2 to 3 years Temporary unsettlem 0.00 Appliance Co., Ltd. ent Ningbo Jiongshun Electrical 439,846.71 2 to 3 years Temporary unsettlem 0.00 Appliance Co., Ltd. ent Total 940,083.72 0.00 116 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 33. Advance from customers (1) Unit: RMB Yuan Item Closing balance Opening balance Within 1 year 16,025,232.27 12,527,720.91 Over 1 year 2,613,799.58 1,528,904.22 Total 18,639,031.85 14,056,625.13 (2) Advanced from customers from shareholders with more than 5% (including 5%) of the voting shares of the Company □Applicable √Inapplicable Notes of significant advance from customers aging over one year: 34. Payroll payable Unit: RMB Yuan Item Opening book balance Increase in reporting period Decrease in reporting period Closing book balance I. Salary, bonus, 30,503,866.81 103,576,463.18 110,589,817.78 23,490,512.21 allowance, subsidy II. Employee welfare 0.00 3,069,715.77 2,504,009.43 565,706.34 III. Social insurance 2,495,370.28 8,439,548.36 10,685,371.07 249,547.57 Medical insurance 53,269.12 2,544,108.97 2,542,860.97 54,517.12 Basic endowment 2,190,234.98 4,274,926.31 6,288,753.89 176,407.40 insurance Annuity payment 0.00 0.00 0.00 0.00 Unemployment 244,746.95 410,163.75 642,557.17 12,353.53 insurance expense Employment injury 3,051.82 743,066.81 743,302.84 2,815.79 insurance Maternity insurance 4,067.41 467,282.52 467,896.20 3,453.73 IV. Housing fund 8,241,370.22 3,125,725.17 2,666,857.15 8,700,238.24 IV. Housing fund V. Redemption for terminations of labor 4,741,293.00 2,753,427.51 5,439,584.24 2,055,136.27 contract Labour union fee and 0.00 42,167.00 42,167.00 0.00 employee education fee Non-monetary welfare 0.00 17,730.54 4,106.70 13,623.84 Redundancy 4,741,293.00 2,657,024.05 5,362,474.62 2,035,842.43 compensation Other 0.00 36,505.92 30,835.92 5,670.00 Total 45,981,900.31 120,964,879.99 131,885,639.67 35,061,140.63 RMB 0.00 is the amounts in arrears in the payroll payable. The labor union budget and employee education budget is RMB13,623.84, and the non-monetary benefits are RMB2,035,842.43, as well as the compensation for terminating the labor contract is RMB 0.00. The estimated distribution date and amount as well as other arrangements for payroll payable: 117 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 35. Taxes payable Unit: RMB Yuan Item Closing balance Opening balance VAT -51,361,283.42 -42,691,902.96 Consumption tax Business tax 444,414.60 775,120.90 Corporate income tax -13,807.55 741,321.45 Personal income tax 311,586.77 416,969.29 Urban maintenance and construction tax 24,555.53 2,564,051.30 Education surtax 60,035.70 2,616,308.48 Other 21,323,440.91 21,619,185.03 Total -29,211,057.46 -13,958,946.51 Notes of taxes payable: for the taxable income of branch companies and factories approved to be inter-adjusted by their local tax authorities, the Company shall specified their calculation procedure: 36. Interest payable Unit: RMB Yuan Item Closing balance Opening balance Interest payable on long-term borrowings that interest was paid by stages and principle was repay upon due Interest of corporate bond Interest payable on short-term borrowings Total 0.00 0.00 Notes: 37. Dividends payable Unit: RMB Yuan Reason for unsettlement over 1 Name of entity Closing balance Opening balance year Total 0.00 0.00 -- Notes: 38. Other accounts payable (1) Unit: RMB Yuan Item Closing balance Opening balance Within 1 year 163,674,336.06 135,528,827.51 Over 1 year 14,965,816.07 16,673,645.36 Total 178,640,152.13 152,202,472.87 118 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (2) Other accounts payable from shareholders with more than 5% (including 5%) of the voting shares of the Company √Applicable □Inapplicable Unit: RMB Yuan Name of entity Closing balance Opening balance Fullman Investments Ltd. 56,924,043.08 0.00 Sinoglobal Development Limited 73,795,332.00 0.00 STAR COMGISTIC CAPITAL CO., LTD 257,640.50 4,056,909.93 Total 130,977,015.58 4,056,909.93 (3) Notes of the other large amount accounts payable aging over 1 year Name of entity Owned amount Aging Reason for unsettle Paid back aft ment er Balance S heet Date Fujian Province Zhangzhou SIGMA 800,000.00 1 to 4 years Margin 0.00 Metal,INC Zhangzhou Huadaxin Metal Co., Ltd. 600,000.00 1 to 4 years Margin 0.00 Xiamen Jingjing Metal Products Co., 600,000.00 1 to 4 years Margin 0.00 Ltd. Xiamen Hexing Packaging Printing 448,720.00 1 to 3 years Margin 0.00 Co., Ltd. Zhangzhou Jiafeng Ruichuang Electrics 300,000.00 1 to 2 years Margin 0.00 Co., Ltd. Total 2,748,720.00 0.00 (4) Notes of other accounts payable with significant amount 39. Estimated liabilities Unit: RMB Yuan Increase in reporting Decrease in reporting Item Opening balance Closing balance period period External offering guarantee Unsettled lawsuit Product quality guarantee Responsibility of reorganization Dismissal welfare Loss contract to be executed Other Total 0.00 0.00 0.00 0.00 Notes of estimated liabilities: 119 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 40. Non-current liabilities due within 1 year (1) Unit: RMB Yuan Item Closing balance Opening balance Long-term loan due within 1 year Bonds payable due within 1 year Long-term accounts payable due within 1 year Total 0.00 0.00 (2) Long-term loan due within 1 year Long-term loan due within 1 year Unit: RMB Yuan Item Closing balance Opening balance Pledge loan Mortgage loan Guarantee loan Credit loan Total RMB* of long-term loan due within 1 year was of mature loan with extended term. Top five long-term loan due within 1 year Unit: RMB Yuan Closing balance Opening balance Starting Foreign Foreign Creditor Ending date Currency Rate (%) RMB RMB date currency currency balance balance balance balance Total -- -- -- -- -- -- Mature loan of long-term loan due within 1 year: Unit: RMB Yuan Reason for Estimated date of Creditor Amount of loan Overdue date Annual rate (%) Usage unsettlement completion Total -- -- -- -- -- RMB* of long-term loan due within 1 year was of mature loan with extended term. Top five long-term loan due within 1 year (3)Bonds payable due within 1 year Unit: RMB Yuan Accrued Interest paid Opening Closing Issuance Issuing interest in in the Closing Name Par value Term interest interest date amount current reporting balance payable payable period period Notes: 120 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (4) Long-term accounts payable due within 1 year Unit: RMB Yuan Creditor Term Initial amount Rate (%) Accrued interest Closing balance Conditions Notes of long-term accounts payable due within 1 year: 41. Other current liabilities Unit: RMB Yuan Item Closing book balance Opening book balance Total 0.00 0.00 Notes: 42. Long-term loan (1)Category of long-term loan Unit: RMB Yuan Item Closing balance Opening balance Pledge loan Mortgage loan Guarantee loan Credit loan Total 0.00 0.00 Notes of category: (2)The top five long-term loans Unit: RMB Yuan Closing balance Opening balance Starting Foreign Foreign Creditor Ending date Currency Rate (%) RMB RMB date currency currency amount amount amount amount Total -- -- -- -- -- -- Notes of long-term loan: for the long-term loans arising from mature loans with extended term, the Company shall explain the conditions of extension, principal, interest, expected repayment arrangement: 43. Bonds payable Unit: RMB Yuan 121 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Interest paid Opening Closing Closing Issuance Issuing in the Closing Name Par value Term interest interest interest date amount reporting balance payable payable payable period Notes of bonds payable, including the conditions and date of conversion of the convertible corporate bonds: 44. Long-term payable (1) The top five long-term payable Unit: RMB Yuan Conditions of Company Term Initial amount Rate (%) Accrued interest Closing balance loan (2) List of the financing lease payable under the long-term loan Unit: RMB Yuan Closing balance Opening balance Company Foreign currency RMB Foreign currency RMB Total RMB** was guarantee for the Company’s financing lease provided by the independent third party. Notes of the long-term payable: 45. Specific payable Unit: RMB Yuan Decrease in Increase in Item Opening balance reporting Closing balance Note reporting period period Total 0.00 0.00 0.00 0.00 -- Notes of specific payable: 46. Other non-current liabilities Unit: RMB Yuan Item Closing book balance Opening book balance Unrealized income arising from transfer of assets 40,145,770.80 39,923,170.80 by installment collection Total 40,145,770.80 39,923,170.80 Notes of other non-current liabilities, including each government grants relevant to assets and income received in the reporting period and their closing amounts: Other non-current liabilities were income from the transfer of assets and business between Zhangzhou Tsann Kuen and Shanghai Sigma Metals Inc. with an amount of RMB39,923,170.80, please see to Note. VII(X) 4 for details. 122 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 47. Share capital Unit: RMB Yuan Increase/Decrease (+/-) Opening Capitalization Closing balance Issuing new balance Bonus shares of public Other Subtotal shares reserves Total shares 1,112,350,077 0 0 0 0 0 1,112,350,077 Notes of changes in share capital, for those action of increasing capital or decreasing capital in the reporting period, the Company shall disclose the name of the accounting firm executing the capital verification and document number of the capital verification report; for joint-stock companies running for less than three years, only the net assets shall be specified for particulars before establishment; while for case of totally changing the limited liability companies into joint-stock companies, capital verification on the establishment shall be specified: 48. Treasury stock Notes of treasury stock: 49. Special reserves Notes of special reserves: 50. Capital reserves Unit: RMB Yuan Item Opening balance Increase Decrease Closing balance Capital premium (share 62,045,659.80 0.00 0.00 62,045,659.80 capital premium) Other capital reserves 62,991,082.28 3,696,774.72 0.00 66,687,857.00 Total 125,036,742.08 3,696,774.72 0.00 128,733,516.80 Notes: 51. Surplus reserves Unit: RMB Yuan Item Opening balance Increase Decrease Closing balance Statutory surplus reserves Discretional surplus reserves Reserve fund Enterprise development funds Other Total 0.00 0.00 0.00 0.00 Notes of surplus reserves: for surplus reserves transferred to share capital, compensating losses and distributed as dividends, relevant resolutions shall be explained: 123 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 52. Provision for general risk Notes of provision for general risk: 53. Retained profits Unit: RMB Yuan Withdrawal or distributed Item Amount proportion Opening balance of retained profits before adjustments -773,465,250.87 -- Adjustments of opening balance of retained profits -- (“+” means add, “-” means reduce) Opening balance of retained profits after adjustments -773,465,250.87 -- Add: Net profit attributable to owners of the Company -19,378,850.76 -- Less: Withdrawal of statutory surplus reserves Withdrawal of discretional surplus reserves Withdrawal of provision for general risk Dividend of common stock payable Dividend of common stock converted into share capital Closing retained profits -792,844,101.63 -- List of adjustment of opening retained profits: 1) RMB** opening retained profits was affected by retrospective adjustment conducted according to the Accounting Standards for Business Enterprises and relevant new regulations. 2) RMB** opening retained profits was affected by changes on accounting policies. 3) RMB** opening retained profits was affected by correction of significant accounting errors. 4) RMB-9,515,279.08 opening retained profits was affected by changes in combination scope arising from same control. 5) RMB0.00 opening retained profits was affected totally by other adjustments. Notes: as for IPO companies, if the accumulated profits were enjoyed by new and original shareholders according to the resolutions made at the shareholders’ general meeting before public offering, the Company shall explain clearly; if the accumulated profits were distributed before public offering and enjoyed by the original shareholders according to the resolutions made at the shareholders’ general meeting, the Company shall clearly disclose the audited profits of dividends payable enjoyed by the original shareholders: 54. Revenue and Cost of Sales (1) Revenue, Cost of Sales Unit: RMB Yuan Item Reporting period Same period of last year Sales of main business 1,044,642,038.16 1,335,924,255.87 Other operating income 24,441,450.33 36,542,475.37 Cost of sales 957,074,222.04 1,195,385,127.12 (2)Main business (Classified by industry) √Applicable □Inapplicable Unit: RMB Yuan 124 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Reporting period Same period of last year Name of industry Revenue of sales Costs of sales Revenue of sales Costs of sales Manufacture of home appliances 1,021,333,797.38 928,541,975.57 1,325,072,546.90 1,162,003,567.09 Travel 23,308,240.78 21,048,803.46 10,851,708.97 9,714,037.09 Total 1,044,642,038.16 949,590,779.03 1,335,924,255.87 1,171,717,604.18 (3)Main business (Classified by product) √Applicable □Inapplicable Unit: RMB Yuan Reporting period Same period of last year Product Revenue of sales Costs of sales Revenue of sales Costs of sales Catering and Cooking 582,393,490.23 535,280,111.34 656,113,371.65 569,357,398.06 Home helper 261,169,345.25 239,323,135.82 443,082,604.72 403,278,402.83 Tea/Coffee 108,701,447.51 95,297,668.22 120,443,287.31 108,365,954.94 LED green products 54,449,772.35 47,527,709.62 62,933,210.31 51,381,235.88 Other 14,619,742.04 11,113,350.57 42,500,072.91 29,620,575.38 Travel 23,308,240.78 21,048,803.46 10,851,708.97 9,714,037.09 Total 1,044,642,038.16 949,590,779.03 1,335,924,255.87 1,171,717,604.18 (4) Main business (Classified by area) √Applicable □Inapplicable Unit: RMB Yuan Reporting period Same period of last year Area Revenue of sales Costs of sales Revenue of sales Costs of sales Australia 62,458,640.05 57,354,131.32 81,836,703.77 73,613,133.93 Africa 12,780,284.07 10,636,560.87 15,191,129.12 12,323,012.12 America 382,338,083.85 353,665,878.59 551,603,805.28 492,613,165.14 Europe 202,912,779.50 179,678,435.66 256,340,291.76 230,094,635.07 Asia 384,152,250.69 348,255,772.59 430,952,325.94 363,073,657.92 Total 1,044,642,038.16 949,590,779.03 1,335,924,255.87 1,171,717,604.18 (5) The revenue of sales from the top five customers Unit: RMB Yuan Customer Main business revenue Proportion of total business revenue (%) Applica 149,318,242.20 13.97% ZOJIRUSHI CORPORATION 98,932,560.00 9.25% Sensio 84,460,829.46 7.9% TKJ 70,085,341.71 6.56% SEB 51,889,577.64 4.85% Total 454,686,551.01 42.53% Notes: 55. Revenue from the construction contracts □Applicable √Inapplicable 125 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Notes: 56. Business tax and surtax Unit: RMB Yuan Item Reporting period Same period of last year Calculation and payment standard Consumption tax Business tax 1,682,165.45 1,450,766.74 Urban maintenance and construction tax 88,101.27 3,633,212.84 Education surtax 173,731.94 2,982,668.96 Resources tax Other 2,200.74 825.85 Total 1,946,199.40 8,067,474.39 -- Notes: Withdrawal standard of taxes see to Note. VIII(V) Tax. 57. Gains and losses from changes in fair value Unit: RMB Yuan Source Reporting period Same period of last year Trading financial assets 0.00 13,795,033.05 Including: gains from the changes in fair value of derivative 0.00 13,795,033.05 financial instruments Trading financial liabilities -7,195,643.08 0.00 Investment property calculated by fair value Other 0.00 0.00 Total -7,195,643.08 13,795,033.05 Notes: 58. Investment income (1) List of investment income Unit: RMB Yuan Item Reporting period Same period of last year Long-term equity investment income accounted by cost method Long-term equity investment income accounted by equity method Investment income arising from disposal of long-term equity investments Investment income received from holding of trading financial assets 5,111,481.74 5,001,905.37 Investment income received from holding of held-to-maturity investments Investment income received from holding of available-for-sale financial assets Investment income received from disposal of trading financial assets Investment income received from holding of held-to-maturity investments Investment income received from available-for-sale financial assets Other 7,062.00 304,675.94 Total 5,118,543.74 5,306,581.31 126 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (2) Long-term equity investment income accounted by cost method Unit: RMB Yuan Same period of last Name of investee Reporting period Reason for increase/decrease year Total -- (3) Long-term equity investment income accounted by equity method Unit: RMB Yuan Same period of last Name of investee Reporting period Reason for increase/decrease year Total -- Notes of investment income: make notes if there is significant limitation for recovery of investment income. If there isn’t the said limitation, notes too: 59. Impairment losses Unit: RMB Yuan Item Reporting period Same period of last year I. Bad debts losses 1,423,288.06 77,609.69 II. Inventory falling price losses 2,968,215.85 0.00 III. Impairment losses of available-for-sale financial assets IV. Impairment losses of held-to-maturity of investment V. Impairment losses of long-term equity investment VI. Impairment losses of investment property VII. Impairment losses of fixed assets VIII. Impairment losses of engineering materials IX. Impairment loss of construction in progress X. Impairment losses of productive biological assets XI. Impairment losses of oil and gas assets XII. Impairment losses of intangible assets XIII. Impairment losses of goodwill XIV. Other Total 4,391,503.91 77,609.69 127 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 60. Non-operating gains (1) Unit: RMB Yuan Item Reporting period Same period of last year Total gains from disposal of non-current assets 1,667,049.84 2,024,215.83 Including:Gains from disposal of fixed assets 1,667,049.84 2,024,215.83 Gains from disposal of intangible assets Gains from debt reconstruction Gains from non-monetary assets exchange Acceptance of donations Government grants 434,095.56 2,336,916.06 Other 610,429.92 956,585.26 Total 2,711,575.32 5,317,717.15 (2) List of government grants Unit: RMB Yuan Item Reporting period Same period of last year Note Subsidies for export letter China Exports & Credit Insurance -258,946.44 1,299,401.06 guarantees Corporation Fujian Branch Subsidies for excellent enterprises 50,000.00 10,000.00 Minzheng【2011】No. 11 in Technology Standard Strategy Document from Zhangzhou Intellectual Special funds for patent 20,000.00 95,515.00 Property Bureau Subsidies for exhibition 8,400.00 Subsidies for increase of power 405,692.00 Minzhengfamingdian (2011) No. 4 consumption Free tuition for secondary school 208,950.00 Mincaijiao (2011) No.74 Financial subsidy for provincial key 2,000.00 schools Subsidies for industrial design 540,000.00 Longwei【2011】No. 01 Zhangcaijiao【2010】 No. 153, Subsidies for patents application 370,000.00 Longwei【2011】No. 4 Special funds for environmental Special funds for environmental 20,000.00 protection protection in 2009 Total 434,095.56 2,336,916.06 -- Notes: 128 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 61. Non-operating expenses Unit: RMB Yuan Item Reporting period Same period of last year Loss on disposal of non-current assets 1,125.22 36,996.37 Including: Loss on disposal of fixed assets 1,125.22 36,996.37 Loss on disposal of intangible assets Loss on debt reconstruction Loss on exchange of non-monetary assets External donation expense 0.00 195,000.00 Penalty expense 100,025.25 53.60 Losses on scrap of fixed assets 1,147,955.34 479,042.45 Other 201,345.62 2,935.77 Total 1,450,451.43 714,028.19 Notes: 62. Income tax expense Unit: RMB Yuan Item Reporting period Same period of last year Current income tax expense accounted by tax and relevant 8,701.09 2,808,602.40 regulations Adjustment of income tax 150,000.28 716,114.87 Total 158,701.37 3,524,717.27 63. Calculation procedure of basic earnings per share and diluted earnings per share Profits for the reporting period Reporting period Same period of last year Basic EPS Diluted EPS Basic EPS Diluted EPS Net profits attributable to ordinary -0.02 -0.02 0.02 0.02 shareholders Net profits attributable to ordinary -0.02 -0.02 0.02 0.02 shareholders (excl. extraordinary gains or losses) Basic EPS==P0÷S S=S0+S1+Si×Mi÷M0–Sj×Mj÷M0-Sk Of which: P0 refers to net profit attributable to shareholders holding ordinary shares or net profit attributable to shareholders holding ordinary shares after deducting non-recurring gains and losses; S refers to weighted average number of ordinary shares issued out; S0 refers to total number of shares at the period-begin; S1 refers to the number of shares increased due to transferring capital reserve into share capital or dividend distribution of shares during the reporting period; Si refers to the number of shares increased due to issuance of new shares or debt for equity swap during the reporting period; Sj refers to the number of shares decreased due to stock repurchase during the reporting period; Sk refers to the number of split-share during the reporting period; M0 refers to the number of months during the reporting period; Mi refers to the number of months from the next month to the end of the reporting period for increase of shares; Mj refers to the number of months from the next month to the end of the reporting period for decrease of shares. Diluted EPS =P1/(S0+S1+Si×Mi÷M0–Sj×Mj÷M0–Sk+ weighted average amount of ordinary shares increased due to warrant, share options, convertible bonds, etc.) Of which, P1 refers to net profit attributable to shareholders holding ordinary shares or net profit attributable to shareholders holding ordinary shares after deducting non-recurring gains and losses. The Company shall consider all influence on potential diluted interests of ordinary shares when the Company calculated diluted earnings per share, till to minimum diluted EPS. 129 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 64. Other comprehensive income Unit: RMB Yuan Item Reporting period Same period of last year 1. Profits/(losses) from available-for-sale financial assets Less: Effects on income tax generating from available-for-sale financial assets Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period Subtotal 0.00 0.00 2. Interests in the investee entities’ other comprehensive income as per equity method Less: Effects on income tax generating from the interests in the investee entities’ other comprehensive income as per equity method Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period Subtotal 0.00 0.00 3. Profits/(losses) from cash flow hedging instrument Less: Effects on income tax generating from cash flow hedging instrument Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period The adjustment value that is the converted initial recognition amount of arbitrage project Subtotal 0.00 0.00 4. Converted amount of foreign currency financial statements 1,349,983.16 1,227,157.48 Less: Net value of disposal of oversea operations that 0.00 0.00 recognized into current profit and loss Subtotal 1,349,983.16 1,227,157.48 5. Other Less: Effects on income tax generating from the others that included into other comprehensive income Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period Subtotal 0.00 0.00 Total 1,349,983.16 1,227,157.48 Notes: 130 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 65. Notes of Cash Flow Statement (1) Other cash received relevant to operating activities Unit: RMB Yuan Item Amount Deposit 1,319,819.35 Income from rental 14,094,642.07 Interest income 11,361,011.57 Penalty and charges income 0.00 Government grants 1,143,604.00 Other 12,655,584.13 Total 40,574,661.12 Notes of other cash received relevant to operating activities (2) Other cash paid relevant to operating activities Unit: RMB Yuan Item Amount Compensation for technological knowledge 3,725,389.14 Bank charges 1,227,315.27 Purchase and sales commission 784,654.73 Operation expenses and other items in administration expenses 173,266,336.34 Deposit for notes payment 0.00 Penalty expanses and donation expense 100,025.24 Total 179,103,720.72 Notes: (3) Other cash received relevant to investment activities Unit: RMB Yuan Item Amount Total 0.00 Notes (4) Other cash paid relevant to investment activities Unit: RMB Yuan Item Amount Total 0.00 Notes: 131 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (5) Other cash received relevant to financing activities Unit: RMB Yuan Item Amount Capital absorbed and loan between related parties 244,582,470.90 Total 244,582,470.90 Notes: (6) Other cash payments relating to financing activities Unit: RMB Yuan Item Amount Capital absorbed and loan between related parties 125,574,000.00 Total 125,574,000.00 Notes: 66. Appendix of Cash Flow Statement (1) Appendix of Cash Flow Statement Unit: RMB Yuan Supplemental information Reporting period Same period of last 1. Reconciliation of net profit to net cash flows generated from operating activities -- -- Net profit -25,893,398.92 27,857,887.37 Add: Provision for impairment of assets 4,391,503.91 77,609.69 Depreciation of fixed assets, of oil-gas assets, of productive biological assets 39,535,785.94 105,158,665.66 Amortization of intangible assets 1,163,945.14 1,486,365.16 Amortization of long-term deferred expense 1,291,742.90 1,048,432.20 Losses on disposal of property, plant and equipment, intangible assets and other -1,665,924.62 -1,987,219.46 long-term assets (gains: negative) Loss on retirement of fixed assets (gains: negative) 1,147,955.34 479,042.45 Loss on fair value change (gains: negative) 7,195,643.08 -13,795,033.05 Financial cost (gains: negative) 1,229,151.79 9,942,569.11 Investment loss (gains: negative) -5,118,543.74 -5,306,581.31 Decrease in deferred income tax assets (gains: negative) 150,000.28 1,353,140.10 Increase in deferred income tax liabilities (decrease: negative) 0.00 2,069,254.96 Decrease in inventory (gains: negative) 30,519,780.10 -60,310,208.07 Decrease in accounts receivable from operating activities (gains: negative) 127,472,860.71 -41,953,984.16 Increase in payables from operating activities (decrease: negative) -227,986,101.28 -156,198,295.02 Other Net cash flows generated from operating activities -46,565,599.37 -130,078,354.37 2. Investing and financing activities that do not involving -- -- cash receipts and payment: Conversion of debt into capital Convertible bond due within one year Fixed assets financed by finance leases 3. Net increase in cash and cash equivalents -- -- Closing balance of cash 1,030,890,983.86 602,091,170.46 Less: Opening balance of cash 706,132,122.10 628,047,361.97 Add: Closing balance of cash equivalents Less: Opening balance of cash equivalents Net increase in cash and cash equivalents 324,758,861.76 -25,956,191.51 132 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (2) Information about acquisition or disposal of subsidiary and other business units in the reporting period Unit: RMB Yuan Occurred in same period of last Supplementary Information Occurred in reporting period year I. Information about acquisition of subsidiaries and other -- -- business units: 1. Price of the acquisition of subsidiaries and other business 39,799,620.00 units 2. Cash and cash equivalents paid for the acquisition of 39,799,620.00 subsidiaries and other business units Less: Cash and cash equivalents held by subsidiaries 8,603,819.54 and other business units 3. Net cash paid for the acquisition of subsidiaries and other 39,799,620.00 business units Net assets from the acquisition of subsidiaries 29,510,833.95 0.00 Current assets 38,760,285.63 Non-current assets 51,826,460.20 Current liabilities 61,075,911.88 None current liabilities II. Information about disposal of subsidiaries and other -- -- business units 1. Price of the disposal of subsidiaries and other business units 2. Cash and cash equivalents received from the disposal of subsidiaries and other business units Less: Cash and cash equivalents held by subsidiaries and other business units 3. Net cash received from the disposal of subsidiaries and 0.00 202,824.06 other business units 4. Net assets from the disposal of subsidiaries 0.00 0.00 Current assets Non-current assets Current liabilities None current liabilities (3) Composition of cash and cash equivalents Unit: RMB Yuan Item Closing amount Opening amount I. Cash 1,030,890,983.86 706,132,122.10 Including: cash in hand 756,210.01 1,160,074.80 Bank deposit can be used for payment at any time 1,030,114,811.75 704,972,047.30 Other monetary funds can be used for payment at any 19,962.10 0.00 time Deposits in central bank can be used for payment Deposits in other banks Call loans to banks II. Cash equivalents Including: bond investments due within three months III. Closing balance of cash and cash equivalents 1,030,890,983.86 706,132,122.10 Note to Supplementary Information of Cash Flow Statement 133 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 67. Note to changes in owners’ equity Explain the “Other” items to be adjusted at the end of the first half year and the adjusted amount; the retroactive adjustment due to consolidation of enterprises under the same control: Combination of enterprises under the same control. (VIII) Accounting treatment of asset securitization business 1. Main transaction arrangements, accounting treatments and bankruptcy remoteness terms of asset securitization 2. Special purpose entities that the company doesn’t own but bears the risks Unit: RMB Yuan Operating Total assets at the Total liabilities at Net assets at the Net profits of Name revenue of Remark end of period the end of period end of period current period current period (Ⅸ)Relationship and Related Party Transactions 1. Particulars about the parent company: Unit: RMB Yuan Proportio Proportio ns of ns of parent parent Ultimate Name of Legal company’ company’ Relations Enterprise Registrati Business Registere controller Organizat parent representa Currency s s voting hip nature on place nature d capital of the ion code company tive sharehold right to company ing to the the company company (%) (%) STAR STAR COMGIS Controllin COMGIS Joint Zidi TIC g Taiwan, Yang 2,186,000 TIC stock TWD 43.37% 45.42% 09801262 CAPITA sharehold China Wenfang ,000.00 CAPITAL company 480 L CO., er CO., LTD. LTD. Statement of particulars about parent company of the Company: 134 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 2. Subsidiaries of the Company Unit: RMB Yuan Legal Proportion of Proportion of Full-name of Registered Business Registered Organization Relationship Type representativ Currency shares held voting right subsidiaries place nature capital code e (%) (%) Controlling Sino-foreign 160,000,000. TKL Zhangzhou Jian Derong USD 75% 75% 73954770-9 subsidiary joint venture 00 Controlling Sino-foreign TKN Zhangzhou Jian Derong 5,000,000.00 CNY 56.25% 56.25% 77067325-2 subsidiary joint venture Limited Controlling 40,000,000.0 TKS liability Shanghai Jian Derong USD 62.5% 62.5% 607291035 subsidiary 0 company Non-busines s Controlling enterprise LTC Zhangzhou Zhu Chengde 3,000,000.00 CNY 75% 75% 79176918-1 subsidiary run by local people Limited Controlling STD liability Shanghai Jian Derong 4,950,000.00 CNY 56.25% 56.25% 67455210-0 subsidiary company Limited Controlling TSX liability Xiamen Zhu Chengde 5,000,000.00 CNY 100% 100% 67829338-8 subsidiary company Limited Controlling 30,000,000.0 TSX3C liability Xiamen Dai Huiyuan CNY 75% 75% 68525122-3 subsidiary 0 company Limited Controlling TSST liability Shanghai Zhu Chengde 5,500,000.00 CNY 75% 75% 73408027-3 subsidiary company Limited Controlling TSD liability Dalian Dai Huiyuan 5,300,000.00 CNY 74.25% 74.25% 66112308-3 subsidiary company Limited Controlling TSXT liability Xiamen Dai Huiyuan 1,500,000.00 CNY 75% 75% 73788566-7 subsidiary company Limited Controlling 28,000,000.0 SCCX liability Xiamen Jian Derong CNY 75% 75% 55623112-X subsidiary 0 company Limited Brillant Controlling liability Hongkong Jian Derong 4,950,000.00 USD 75% 75% 1490869 Leader Ltd subsidiary company Limited Globe Strong Controlling liability Hongkong Jian Derong 50,000.00 USD 75% 75% 1490775 Limited subsidiary company Limited Controlling 10211260111 TKI liability Indonesia Jian Derong 5,000,000.00 USD 75% 75% subsidiary 3 company YingshengD Limited Controlling 57,993,000.0 52406771-00 evelopment liability Hongkong Jian Derong HKD 75% 75% subsidiary 0 0-4-11-8 Co., Ltd. company PT.STAR COMGISTI Limited Controlling 1021127009 C liability Indonesia Fu Yaxin 7,500,000.00 USD 75% 75% subsidiary 08 INDONESI company A 135 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 3. Particulars on joint ventures and associated enterprises of the Company Unit: RMB Yuan Total Operating Legal Proportion Proportion Total assets Net profits Business Registratio Business Registered Organizatio liabilities at revenue of Relationshi Organizatio Item representati Currency of holding of voting at the end of current Type n place scope capital n code the end of current p n code ve shares (%) rights (%) of period period period period I. Joint -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- ventures II. Associated -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- enterprises 136 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 4. Other related parties of the Company Name Relationship Organization code EUPA Industry Corporation Limited Shareholder 12959659-000-07-6 Fordchee Development Limited Shareholder 14676920-000-01-09-A Fillman Investment Limited Shareholder 16269694-000-07-08-4 Tsann Kuen USA, Inc. Same ultimate holding company Tsann Kuen Japan Co., Ltd. Same ultimate holding company 0105-01-021064 The company directly controlled by the Thermaster Electronic (Xiamen) Ltd. key management and closed family 61201968-5 members STAR TRAVEL SERVICE CORP. Same ultimate holding company 80170076 Xiamen Star International Travel Service Same ultimate holding company 80355209 Co., Ltd. Xiamen Tsann Kuen Trading Co., Ltd Controlled by same actual controller 58126129-1 Notes: 5.Related party transactions (1) Purchase of goods, services received among the related-party Unit: RMB Yuan Occurred in reporting period Occurred in same period of last year Proportion Proportion Content of related Pricing principle of in in Name of company transaction related parties Amount transactions Amount transactions of the same of the same kind kind According to contract STAR COMGISTIC Purchase price signed by both 5,829,975.84 0.65% 23,052,945.50 CAPITAL CO., LTD. parties According to contract Thermaster Electronic Purchase price signed by both 19,376,014.52 2.15% 54,393,294.88 (Xiamen) Ltd. parties According to contract STAR COMGISTIC Receipt of labour service price signed by both 290,007.92 100% 1,148,836.40 CAPITAL CO., LTD. parties According to contract Tsann Kuen Japan Co., Receipt of labour service price signed by both 4,942,860.04 24.82% 15,002,609.23 Ltd. parties According to contract Tsann Kuen USA, Inc. Receipt of labour service price signed by both 144,679.93 100% 557,390.85 parties According to contract STAR TRAVEL Receipt of labour service price signed by both 637,829.65 17.01% 754,786.68 SERVICE CORP. parties Xiamen Star According to contract International Travel Receipt of labour service price signed by both 1,065,008.69 28.4% 3,753,274.60 Service Co., Ltd. parties 137 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Statement of sales of goods and rendering of services Unit: RMB Yuan Occurred in same period of last Occurred in reporting period year Content of related Pricing principle of Proportio Proportio Name of company n in n in transaction related parties Amount transactio Amount transactio ns of the ns of the same kind same kind According to Tsann Kuen Japan contract price Sales of goods 70,085,341.71 6.97% 271,351,021.40 9.55% Co., Ltd. signed by both parties According to Tsann Kuen (China) contract price Sales of goods 0.00 0% 0.00 0% Enterprise Co., Ltd. signed by both parties According to Thermaster contract price Electronic (Xiamen) Sales of goods 142,435.90 0.01% 50,858.00 0% signed by both Ltd. parties According to Xiamen Tsann Kuen contract price Sales of goods 1,312.96 0% 60,689.21 0% Trading Co.,Ltd signed by both parties According to STAR COMGISTIC contract price CAPITAL CO., Sales of goods 29,845,110.64 2.97% 66,884,359.82 2.35% signed by both LTD. parties According to STAR TRAVEL contract price Rendering of service 2,835.50 0.07% 1,631.62 0% SERVICE CORP. signed by both parties According to Xiamen Star contract price International Travel Rendering of service 453,062.86 10.78% 849,022.36 1.56% signed by both Service Co., Ltd. parties According to Thermaster contract price Electronic (Xiamen) Rendering of service 94,419.00 2.25% 109,590.00 0.2% signed by both Ltd. parties According to Xiamen Tsann Kuen contract price Rendering of service 86,497.00 2.06% 19,560.00 0.04% Trading Co.,Ltd signed by both parties According to Xiamen Tsann Kuen contract price Rendering of service 4,513,888.86 18.5% 2,633,101.84 5.23% Trading Co.,Ltd signed by both parties (2) Particulars about related trusteeship and guarantees Table of particulars about trusteeship/contracting of the company Unit: RMB Yuan 138 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Trust / Information Amount of Pricing contract Trust/contra Name of Type of the Initial date Ending date Name of of the basis for the income ct income entrusting entrusted/co of being of being trustee entrusted/co entrusted/co trust / recognized effect on party/contra ntracted entrusted/co entrusted/co /contractor ntracted ntracted contract in the the ctee assets ntract ntract assets assets income reporting Company period Information of entrusting management/contracted Unit: RMB Yuan Trust / Entrusting / Information Amount of Initial date Ending date Name of Type of the Pricing contract fee contracted Name of of the of of entrusting entrusted/co basis for the recognized income trustee entrusted/co entrusted/co entrusting/ entrusting/ party/contra ntracted trust / in the effect on /contractor ntracted ntracted being being ctee assets contract fee reporting the assets assets contracted contracted period Company Information of entrusting management/contracted (3)Information of related-party lease Rental situation of the Company Unit: RMB Yuan Rental Rental Information Pricing income Category of Amount of income Name of Name of of the basis for the recognized the leased the leased Initial date Ending date effect on lessor lessee leased rental in the assets assets the assets income reporting Company period Xiamen According Xiamen Tsann Kuen to contract Tsann Kuen House and 73,953,119. 16 Sept. 15 Sept. 4,513,888.8 (China) Rental price signed Trading land 41 2011 2014 6 Enterprise by both Co., Ltd Co., Ltd. parities Lease situation of the Company Unit: RMB Yuan Lease Rental Information Pricing charges Category of Amount of income Name of Name of of the basis for the recognized the leased the leased Initial date Ending date effect on lessor lessee leased lease in the assets assets the assets charges reporting Company period Notes: (4)Information of related-party guarantee Unit: RMB Yuan Whether the Guarantor Secured party Guarantee amount Initial date Due date guarantee was accomplished or not Notes 139 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (5)Related-party call loan Unit: RMB Yuan Related party Amount of call loan Initial date Due date Note Loan from banks and other financial institutions 1.3%/year, principal and Fillman Investment 56,924,043.08 18 May 2012 17 May 2013 interests are cleared by Limited one time when due SINOGLOBAL 1.3%/year, principal and DEVELOPMENT 31,624,500.00 9 May 2012 8 May 2013 interests are cleared by LIMITED. one time when due SINOGLOBAL 2.2%/year, principal and DEVELOPMENT 9,584,280.00 22 Dec. 2011 22 Dec. 2012 interests are cleared by LIMITED. one time when due SINOGLOBAL 2.2%/year, principal and DEVELOPMENT 6,389,520.00 16 Mar. 2012 16 Mar. 2013 interests are cleared by LIMITED. one time when due SINOGLOBAL 1.95%/year, principal and DEVELOPMENT 12,779,040.00 15 May 2012 15 May 2013 interests are cleared by LIMITED. one time when due SINOGLOBAL 1.95%/year, principal and DEVELOPMENT 13,417,992.00 22 Jun. 2012 22 Jun. 2013 interests are cleared by LIMITED. one time when due Lending to banks and other financial institutions (6)Information about assets transfer, debt reorganization of related parties Unit: RMB Yuan Pricing method Occurred in same period of Type of and Occurred in reporting period last year related Content of the decision-making Related party party transaction procedures for Proportio Proportio transaction the related-party Amount Amount n (%) n (%) transaction (7)Other related-party transaction 6. Amounts due from/to related parties Amount due from related parties Unit: RMB Yuan Name Related party Closing balance Opening balance Tsann Kuen Japan Co., Accounts receivable 46,310,093.42 45,190,093.58 Ltd. Thermaster Electronic Accounts receivable 9,990.00 30,723.00 (Xiamen) Ltd. (Taiwan)STAR Accounts receivable COMGISTIC CAPITAL 17,069,111.23 9,524,412.88 CO., LTD. Xiamen Star Accounts receivable International Travel 73,337.83 57,106.95 Service Co., Ltd. Xiamen Tsann Kuen Accounts receivable 1,340.00 0.00 Trading Co.,Ltd Amount due to related parties 140 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Unit: RMB Yuan Name Related party Closing balance Opening balance Thermaster Electronic Accounts payable 10,014,491.31 14,467,379.44 (Xiamen) Ltd. Xiamen Institute of Foreign Accounts payable 186,234.30 403,640.17 Investment Enterprise (Taiwan) STAR COMGISTIC Accounts payable 1,339,681.66 3,937,550.43 CAPITAL CO., LTD. STAR TRAVEL SERVICE Accounts payable 4,712.75 30,783.68 CORP. Other accounts payable Tsann Kuen USA, Inc. 21,147.94 129,552.49 Other accounts payable Tsann Kuen Japan Co., Ltd. 2,901,785.35 11,660,846.68 Xiamen Star International Other accounts payable 103,157.60 38,803.46 Travel Service Co., Ltd. (Taiwan) STAR COMGISTIC Other accounts payable 257,640.50 4,056,909.93 CAPITAL CO., LTD. Xiamen Tsann Kuen Trading Other accounts payable 7,852,139.85 7,347,059.39 Co., Ltd. SINOGLOBAL Other accounts payable 73,795,332.00 0.00 DEVELOPMENT LIMITED. Other accounts payable Fillman Investment Limited 56,924,043.08 0.00 EUPA Industry Corporation Other accounts payable 29,274.55 0.00 Limited (X) Share-based Payment 1. Overview of share-based payment Total of each equity instrument granted by the Company in the reporting period Total of each equity instrument excised by the Company in the reporting period Total of each equity instrument expired in the reporting period Scope of excising price and remaining contract term of stock options that externally issued as at the period-end Scope of excising price and remaining contract term of other equity instruments as at the period-end Note 2. Information of equity-settled share-based payment Unit: RMB Yuan Recognition method on fair value of equity instruments at the grant date Recognition method on the best estimate of the number of vesting equity instruments Reason for significant differences of estimate between the reporting period and the same period of last year Accumulated amount of equity-settled share-based payment in capital reserves Total expense recognized for the equity-settle share-based payment Notes: 141 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 3. Information of cash-settled share-based payment Unit: RMB Yuan Recognition method of fair value of liabilities that are born by the Company and calculated basing on stocks or other equity instruments Accumulated amount of liabilities that arising from cash-settled share-based payment Total expense recognized for the cash-settle share-based payment Notes: 4. Information of share-based payment service Unit: RMB Yuan Total employee service exchanged by share-based payment Total other service exchanged by share-based payment 5. Modification, termination of share-based payment (XI) Contingency 1. Contingent liabilities and its financial effect arising from unsettled litigation or arbitration Tsann Kuen Zhangzhou, one of the Company’s subsidiaries, and Xinda Motor Co., Ltd. (hereinafter refer to as “Xinda Motor”) signed a product supply contract on 20 Jul. 2009, with thee valid period for the contract being from 1 Jul. 2009 to 30 Jun. 2012. Both parties also signed the 2011 ED Procurement Contract of Tsann Kuen Zhangzhou Enterprises Co., Ltd., the Special Agreement and other agreements, according to which Tsann Kuen Zhangzhou would purchase products from Xinda Motor. Later, Tsann Kuen Zhangzhou rufused to pay for the products and chose to terminate the contract due to quality problems found in Xinda Motor’s products. On 2 Nov. 2011, Xinda Motor filed a civil action against Tsann Kuen Zhangzhou to Zhangzhou Intermediate People’s Court, asking the court to order Tsann Kuen Zhangzhou to pay US$479,089.06 to it for the part of the contract that had been executed but not yet paid for, to bear the damages for overdue payment, and to continue to execute the unexecuted contractual obligation (equivalent to a payment of US$189,423.25 for goods). Tsann Kuen Zhangzhou filed a cross action on 8 Jan. 2012. Xinda Motor had caused serious economic loss and reputation damage on Tsann Kuen Zhangzhou for the products it provided for Tsann Kuen Zhangzhou did not go with the contract, due to which Tsann Kuen Zhangzhou produced products of ill quality, goods were returned and orders were canceled. On that basis, Tsann Kuen Zhangzhou asked Zhangzhou Intermediate People’s Court to terminate the contract between both parties and order Xinda Motor to pay to Tsann Kuen Zhangzhou a damage of RMB6 million, and a compensation of RMB13,155,791.00. Up to the reporting day, the outstanding amount due from Tsann Kuen Zhangzhou to Xinda Motor was US479,089.06. The case is currently on the docket. 2. Contingent liabilities and its financial effect arising from loan guarantee offered to other companies Other contingent liabilities and its financial effect: 142 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (XII) Commitments 1. Significant commitments 1. Rental contract entered into and under execution as well as its financial effect Item 2012.6.30 2011.12.31 RMB Ten thousand 人民币万元 The lowest rental payment of irreversible operating lease House rental The first year after the Balance Sheet Date 3,727 3,727 The second year after the Balance Sheet Date 3,727 3,727 The third year after the Balance Sheet Date 3,727 3,727 The follwowing years 137,892 141,619 Total 149,073 152,800 2. Fulfillment of previous commitments Up to the reporting date, the above mentioned commitments were continued to execute and there was no circumstance about violations of the above committments. (XIII)Events after the Balance Sheet Date 1. Notes of significant events after the Balance Sheet Date Unit: RMB Yuan Influence number on financial Reason for failing to estimate Item Details status and operating results the influence number 2. Notes of profit distribution after Balance Sheet Date Unit: RMB Yuan Drafted distributed profit or dividends Profit or dividends claimed to distribute after review and approval 3. Notes of other events after Balance Sheet Date Up to the reporting date, there was no events after Balance Sheet Date needs to reveal in the Company. (XIV)Notes of other significant events 1. Exchange of non-monetary assets 2. Debt reorganization 143 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 3. Business combination 4. Lease 5. Closing financial instruments that externally issued and convertible into shares 6. Main content and significant changes of annuity plan 7. Other significant events 1. Assets and liabilities calculated by fair value Item 2011.12.31 Income from Accrued Withdrawn 2012.6.30 fair value fair value impairment change in change that in reporting reporitng period recognized period in equity Financial assets 1. Financial assets recogninzed into current gains 0.00 0.00 0.00 0.00 0.00 and losses by calculated in fair value (excluded derivative financial assets) 2. Derivative financial assets 4,636,053.22 -7,195,643.08 0.00 0.00 -2,559,589.86 3. Available-for-sale financial assets Subtotal of financial assets 0.00 0.00 0.00 0.00 0.00 Investment property Productive biological assets Other 2. Financial assets and financial liabilities of foreign currency Item 2011.12.31 Income Accrued Withdrawn 2012.6.30 from fair fair value impairment in value change reporting change in that period reporitng recognized period in equity Financial assets 1. Financial assets recogninzed into current gains 0.00 0.00 0.00 0.00 0.00 and losses by calculated in fair value (excluded derivative financial assets) 2. Derivative financial assets 0.00 0.00 0.00 0.00 0.00 3. Loan and accounts receivable 383,306,621.51 0.00 0.00 1,627,599.85 273,097,852.93 4. Available-for-sale financial assets 0.00 0.00 0.00 0.00 0.00 5. Held-to-maturity investment 0.00 0.00 0.00 0.00 0.00 Subtotal of financial assets 383,306,621.51 0.00 0.00 1,627,599.85 273,097,852.93 Financial liabilities 186,296,798.42 0.00 0.00 0.00 181,293,368.23 144 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (XV) Notes of main items in the financial statements of the Company 1. Accounts receivable (1) Accounts receivable Unit: RMB Yuan Closing balance Opening balance Book balance Provision for bad debts Book balance Provision for bad debts Category Propo Proporti Proporti Proporti Amount rtion Amount Amount Amount on (%) on (%) on (%) (%) Accounts receivable with significant single amount and individually withdrawn bad debt provision Accounts receivable for which bad debt provisions are made on the group basis Subtotal of the groups Accounts receivable with insignificant single amount but individually withdrawn bad debt provision Total -- -- -- -- Notes to category of accounts receivable: Accounts receivable with significant single amount and individually withdrawn bad debt provision at period-end □Applicable √Inapplicable In the groups, accounts receivable adopting aging analysis method to withdraw bad debt provision: □Applicable √Inapplicable In the groups, accounts receivable adopting balance percentage method to withdraw bad debt provision: □Applicable √Inapplicable In the groups, accounts receivable adopting other methods to withdraw bad debt provision: □Applicable √Inapplicable Accounts receivable with insignificant single amount but individually withdrawn bad debt provision at period-end: □Applicable √Inapplicable (2)Information of accounts receivable reversed or recovered in the report period Unit: RMB Yuan Withdrawal amount of Content of accounts Reason for reversal or Basis on recognition of Reversed or recovered bad debt provision before receivable recovery provision for bad debts amount the reversal or recovery Total -- -- -- The withdrawal of bad debt provision of accounts receivable with significant single amount or insignificant single amount but individually made impairment test at the end of report period: Content of accounts Withdrawal proportion Book balance Amount of bad debts Reason receivable (%) Total -- -- Notes to accounts receivable with insignificant single amount but large risks of groups after grouping by credit risks characteristics: 145 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. (3)Information of accounts receivable that written off in the report period Unit: RMB Yuan Whether arising Name of company Nature Date Amount Reason from related-party transaction or not Total -- -- -- -- Notes: (4)Information of shareholders with more than 5% (including 5%) of the voting shares of the Company in accounts receivable in report period □Applicable √Inapplicable (5)Nature or content of other accounts receivable with significant amount (6) Top five accounts receivable Unit: RMB Yuan Name of company Relationship Amount Term Proportion (%) Total -- -- (7) Accounts receivable due from related parties Unit: RMB Yuan Name of company Relationship Amount Proportion (%) Total -- (8) RMB** was transferred from the accounts receivable not meeting the conditions of termination recognition. (9) If securitization is carried out on accounts receivable as the underlying asset, please brief on the arrangement of relevant transactions 146 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. 2. Other accounts receivable (1) Other accounts receivable Unit: RMB Yuan Closing balance Opening balance Provision for bad Book balance Provision for bad debts Book balance debts Category Propo Propo Propo Propo Amount rtion Amount rtion Amount rtion Amount rtion (%) (%) (%) (%) Other accounts receivable with significant single amount and individually 0.00 0% 0.00 0% 0.00 0% 0.00 0% withdrawn bad debt provision Other accounts receivable for which bad debt provisions are made on the group basis Aging group 308,774.97 100% 4,976.64 0% 86,496.06 100% 5,589.73 6.46% Subtotal of the groups 308,774.97 100% 4,976.64 1.61% 86,496.06 100% 5,589.73 Other accounts receivable with insignificant single amount but individually 0.00 0% 0.00 0% 0.00 0% 0.00 0% withdrawn bad debt provision Total 308,774.97 -- 4,976.64 -- 86,496.06 -- 5,589.73 -- Notes of category: Other accounts receivable with significant single amount and individually withdrawn bad debt provision at period-end: □Applicable √Inapplicable In the groups, other accounts receivable adopting aging analysis method to withdraw bad debt provision: √Applicable □Inapplicable Unit: RMB Yuan Closing balance Opening balance Book balance Book balance Aging Proportio Bad debt provision Proportio Bad debt provision Amount Amount n (%) n (%) Within 1 year Within 1 year -- -- -- -- -- -- 292,921.41 94.87% 0.00 72,220.90 83.5% 0.00 1-90 days 10,000.00 3.24% 1,000.00 2,664.08 3.08% 266.41 91-180 days 778.40 0.25% 233.52 2,411.08 2.79% 723.32 181-270 days 2,664.08 0.86% 1,332.04 9,200.00 10.63% 4,600.00 271-365 days Subtotal of within 1 306,363.89 99.22% 2,565.56 86,496.06 100% 5,589.73 year 1-2 years 2,411.08 0.78% 2,411.08 0.00 0% 0.00 2-3 years Over 3 years 3 to 4 years 4 to 5 years Over 5 years Total 308,774.97 -- 4,976.64 86,496.06 -- 5,589.73 In the groups, other accounts receivable adopting balance percentage method to withdraw bad debt provision: 147 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. □Applicable √Inapplicable In the groups, other accounts receivable adopting other methods to withdraw bad debt provision: □Applicable √Inapplicable Other accounts receivable with insignificant single amount but individually withdrawn bad debt provision at period-end: □Applicable √Inapplicable (2)Information of other accounts receivable reversed or recovered in the reporting period Unit: RMB Yuan Withdrawal amount of Content of other accounts Reason for reversal or Basis on recognition of Reversed or recovered bad debt provision before receivable recovery provision for bad debts amount the reversal or recovery Total -- -- -- The withdrawal of bad debt provision of other accounts receivable with significant single amount or insignificant single amount but individually made impairment test at the end of report period: Content of other Withdrawal proportion Book balance Amount of bad debts Reason accounts receivable (%) Total -- -- Notes to other accounts receivable with insignificant single amount but large risks of groups after grouping by credit risks characteristics: (3)Information of the write-off other accounts receivable Unit: RMB Yuan Whether arising from Reason for Name of company Nature Date of written off Amount related-party write-off transactions Total -- -- -- -- Notes: (4) The other accounts receivable due from shareholders with more than 5% (including 5%) of the voting shares of the Company in the reporting period □Applicable √Inapplicable (5)Nature or content of other accounts receivable with significant amount (6) Top five other accounts receivable Unit: RMB Yuan Name of company Relationship Amount Term Proportion (%) Zhen Xinhong Employee 179,413.79 Within 1 years 58.1% Beijing Northern Yashi Assets Appraisal Co, Non-related relationship 70,000.00 Within 1 years 22.67% Ltd. Xiamen Souchuang Junhe Patent Agency Co., Non-related relationship 39,986.00 Within 1 years 12.95% Ltd. 148 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. CSRC Non-related relationship 10,000.00 Within 1 years 3.24% Wang Zhifang Employee 9,375.18 Within 1 years 3.04% Total -- 308,774.97 -- 100% (7) Other account receivable due from related parties Unit: RMB Yuan Name of company Relationship Amount Proportion (%) Total -- (8) RMB** was transferred from the other accounts receivable not meeting the conditions of termination recognition. (9) If securitization is carried out on the other accounts receivable as the underlying asset, please brief on the arrangement of relevant transactions 3. Long-term equity investments Unit: RMB Yuan Explanation s on Withdrawal differences amount of between Provision Cash bonus Initial Shareholdin impairment The Accounting Opening Increase/ Closing Voting right shareholdin for in the investment g provision in investee method balance decrease balance Proportion g impairment reporting cost Proportion the proportion loss period reporting and voting period right proportion ShanghaiTs ann Kuen Cost 194,545,87 194,545,87 194,545,87 130,646,54 0.00 62.5% 62.5% 0.00 0.00 Enterprise method 2.18 2.18 2.18 2.91 Co., Ltd. Zhangzhou Tsann Kuen Cost 921,914,70 921,914,70 921,914,70 0.00 75% 75% 0.00 0.00 0.00 Enterprises method 1.56 1.56 1.56 Co., Ltd. Xiamen Star Internationa Cost 5,000,000.0 5,000,000.0 5,000,000.0 0.00 100% 100% 0.00 0.00 0.00 l Travel method 0 0 0 Service Co., Ltd. Xiamen Institute of Cost Foreign 40,000.00 40,000.00 0.00 40,000.00 1.48% 1.48% 0.00 0.00 7,062.00 method Investment Enterprise 1,121,500,5 1,121,500,5 1,121,500,5 130,646,54 Total -- 0.00 -- -- -- 0.00 7,062.00 73.74 73.74 73.74 2.91 Note: 4. Revenue and Cost of Sales (1) Revenue, Cost of Sales Unit: RMB Yuan 149 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Item Reporting period Same period of last year Main business revenue Other business revenue 5,678,593.69 1,176,065.20 Cost of sales 2,575,647.75 959,931.54 Total (2)Main business (Classified by industry) □Applicable √Inapplicable (3)Main business (Classified by product) □Applicable √Inapplicable (4) Main business (Classified by area) □Applicable √Inapplicable (5) Revenue of sales from the top five customers Unit: RMB Yuan Proportion of Customers Total revenue of sales total revenue of sales (%) Total Notes: 5. Investment income (1)List of investment income Unit: RMB Yuan Item Reporting period Same period of last year Long-term equity investment income accounted by cost 7,062.00 67,732,295.69 method Long-term equity investment income accounted by equity method Investment income arising from disposal of long-term equity investments Investment income received from holding of trading financial assets Investment income received from holding of held-to-maturity investments Investment income received from holding of available-for-sale financial assets Investment income received from disposal of trading financial assets Investment income received from holding of held-to-maturity investments Investment income received from available-for-sale financial assets 150 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Long-term equity investment income accounted by cost method Total 7,062.00 67,732,295.69 (2)Long-term equity investment income accounted by cost method Unit: RMB Yuan Same period of last Name of investee Reporting period Reason for increase/decrease YoY year Tasnn Kuen (Zhangzhou) Enterprise Co., 0.00 67,724,795.69 Ltd. Xiamen Institute of Foreign Investment 7,062.00 7,500.00 Enterprise Total 7,062.00 67,732,295.69 -- (3) Long-term equity investment income accounted by equity method Unit: RMB Yuan Same period of last Name of investee Reporting period Reason for increase/decrease YoY year Total -- Notes: 6. Supplemental information of Cash Flow Statement Unit: RMB Yuan Supplemental information Reporting period Same period of last year 1. Reconciliation of net profit to net cash flows generated from -- -- operations: Net profit 638,884.09 64,193,028.73 Add: Provision for assets impairments -613.09 1,166.52 Depreciation of fixed assets, oil and gas assets and productive 3,002,297.99 2,880,891.25 biological assets Amortization of intangible assets 235,676.63 507,633.54 Amortization of long-term deferred expense 158,149.02 16,149.00 Losses/gains on disposal of property, intangible asset and other -147,115.38 0.00 long-term assets (gains: negative) Losses/gains on scrapped of fixed assets (gains: negative) 0.00 0.00 Losses/gains from variation of fair value (gains: negative) 0.00 0.00 Financial cost (income: negative) -36.01 358.09 Investment loss (gains: negative) -7,062.00 -67,732,295.69 Decrease in deferred tax assets (increase: negative) 0.00 0.00 Increase in deferred tax liabilities (decrease: negative) 0.00 0.00 Decrease in inventory (increase: negative) 0.00 0.00 Decrease in accounts receivable from operating activities (increase: -209,568.97 -2,977,927.63 negative) Increase in accounts payable from operating activities (decrease: 729,927.75 1,279,732.60 negative) Others Net cash flows generated from operating activities 4,400,540.03 -1,831,263.59 2. Significant investing and financing activities without -- -- involvement of cash receipts and payments 151 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Debt converted into capital Convertible company bonds due within 1 year Financing leased fixed assets 3. Change of cash and cash equivalent: -- -- Closing balance of cash 13,264,650.77 16,091,077.74 Less: opening balance of cash 13,757,429.84 904,966.64 Plus: closing balance of cash equivalent Less: opening balance of cash equivalents The net increase in cash and cash equivalents -492,779.07 15,186,111.10 7. Information of assets and liabilities recognized by evaluation value from the counter purchase Unit: RMB Yuan Name Evaluation value Original book value Asset Liabilities (XVI)Supplemental information 1. Return on equity and earnings per share Unit: RMB Yuan The weighted average ROE EPS Profit in the reporting period (%) Basic EPS Diluted EPS Net profit attributable to the Company’s -4.26% -0.02 -0.02 common stock shareholders Net profit attributable to shareholders of the Company's common stock after deducting -4.15% -0.02 -0.02 non-recurring gains and losses 2. Particulars on the abnormal conditions of main items in the financial statements of the Company and relevant reasons Closing balance (or Opening balance (or Item amount in the reporting amount at the same period Movement Reasons for movement period) of last year) Monetary fund 1,030,890,983.86 706,132,122.10 45.99% Mainly because of the increase on financing of export invoice; 152 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. Trading financial assets 0.00 4,636,053.22 -100.00% Mainly because closing undelivered forward exchange of last period was appraised as asset, while no such circumstance in the reporting period; Notes receivable 4,200,000.00 2,979,552.00 40.96% Mainly because bank acceptance bill in reporting period was increased; Accounts receivable 299,384,345.91 417,628,180.59 -28.31% Mainly because operating volume was decresed in reporting period; Interest receivable 3,801,481.77 1,646,355.63 130.90% Mainly because fixed deposit in reporting period was increased; Other accounts receivable 21,291,387.31 31,458,353.08 -32.32% Mainly because the recovery of accounts receivable when it’s due; Non-current assets due 3,621,630.44 2,717,019.83 33.29% Mainly because deductible goods of within 1 year suppliers was reduced in reporting period; Fixed assets 226,232,133.11 304,624,424.95 -25.73% Mainly because the withdrawan of depreciation and sales of fixed assets; Short-term borrowing 306,043,379.04 0.00 100.00% Mainly because financing of export invoice for borrowings were increased in reporting period; Trading financial 2,559,589.86 0.00 100.00% Mainly because closing undelivered liabilities forward exchange was appraised as liabilities; Accounts payable 649,352,454.49 860,533,038.10 -24.54% Mainly because purchase of raw materials were reduced; Payroll payable 35,061,140.63 45,981,900.31 -23.75% Mainly because the labour compensation withdrawn in last period was paid in reporting period; Taxes payable (29,211,057.46) (13,958,946.51) 109.26% Mainly because fixed assets taxes was cleared in reporting period. Foreign exchange (112,961.02) (1,462,944.18) -92.28% differences Item Accrued amount in Accrued amount in same Increase Explanation for reason of change reporting period period of last year (decrease)% Operating revenue 1,069,083,488.49 1,372,466,731.24 -22.10% Mainly because of the bad temper of Europe and America, which led to the reduce of order of sales; Business tax and 1,946,199.40 8,067,474.39 -75.88% Mainly because the deductible taxes surcharges amount was reduced in reporting period; Financial expense (11,851,591.82) 2,785,127.84 -525.53% Mainly because interest income was increased in reporting period; Assets impairment loss 4,391,503.91 77,609.69 5558.45% Mainly because withdrawal of 153 Semi-Annual Report 2012 of Tsann Kuen (China) Enterprise Co., Ltd. fallingprice of inventory and bad debt impairment was increased; Income from fair value (7,195,643.08) 13,795,033.05 -152.16% Mainly because forward contract in changes reporting period was lessen than appraised income of last period; Non-operating revenue 2,711,575.32 5,317,717.15 -49.01% Mainly because income from disposal of fixed assets and subsidiaries income were reduced; Non-operating expense 1,450,451.43 714,028.19 103.14% Because the increase of contract termination money and loss on disposal of fixed assets; Net profit (25,893,398.92) 27,857,887.37 -192.95% Mainly because operating volume was decreased; Net cash flows arising (46,565,599.37) (130,078,354.37) -64.20% Mainly because payment of goods was from operating activities lessen than last period; Net cash flows arising 423,282,274.28 152,979,775.53 -176.69% Mainly because the increase of export from financing activities invoice and the increase of exchange loans with controlling shareholders. IX. Documents for Reference Documents for Reference 1. Text of Semi-annual Report 2012 signed and sealed by the Board of Directors of the Company. 2. Financial statements signed and sealed by legal representative, principal of accounting work, and manager of finance department. 3. In the reporting period, all texts and originals of the Company’s documents and public notices have been publicly disclosed in China Securities Journal, Hong Kong Ta Kung Pao and www.cninfo.com.cn designated by CSRC. Chairman of the Board of Directors: Jian Derong Date for submission approved by the Board of Directors: 25 Aug. 2012 154