TSANN KUEN (CHINA) ENTERPRISE CO., LTD.
THE THIRD QUARTERLY REPORT 2012
I. Important Notes
The Board of Directors, the Supervisory Committee and directors, supervisors and senior management of TSANN
KUEN (CHINA) ENTERPRISE CO., LTD. (hereinafter referred to as “the Company”) warrant that this report
does not contain any false or misleading statements or omit any material facts and hereby accept, individually and
collectively, responsibility for the truth, accuracy and completeness of the contents of this report.
All directors attended the board session for reviewing this report.
Mr. Jian Derong, Person-in-charge of the Company, Mr. Chen Zongyi, Person-in-charge of the accounting work
and the accounting organ (Financial manager) hereby confirm the factuality and completeness of the Financial
Report in this quarterly report.
II. Company Profile
(I) Major accounting data and financial indexes
Any retrospective adjustment in previous financial statements?
√ Yes □No □ Inapplicable
Unit: RMB Yuan
Increase/decrease
31 Dec. 2011
30 Sept. 2012 (%)
Before adjustment After adjustment After adjustment
Total assets (RMB Yuan) 2,204,869,682.34 2,002,896,080.72 1,963,870,832.92 12.27%
Owners’ equity attributable to shareholders
464,406,745.10 483,955,065.10 462,458,624.03 0.42%
of the Company (RMB Yuan)
Share capital (Share) 1,112,350,077.00 1,112,350,077.00 1,112,350,077.00 0.00%
Net assets per share attributable to
shareholders of the Company (RMB 0.00%
0.42 0.44 0.42
Yuan/share)
YoY YoY
Jul.-Sept. 2012 increase/decrease Jan.-Sept. 2012 increase/decrease
(%) (%)
Gross operating revenues (RMB Yuan) -10.85% -18.28%
629,800,712.74 1,698,884,201.23
Net profit attributable to shareholders of the
209.81% -108.79%
Company (RMB Yuan) 17,159,026.27 -2,219,824.49
Net cash flow from operating activities
-- -- -195.62%
(RMB Yuan) 32,810,320.51
Net cash flow per share from operating
-- -- -195.62%
activities (RMB Yuan/share) 0.03
Basic EPS (RMB Yuan/share) 209.81% -108.79%
0.02 -0.002
Diluted EPS (RMB Yuan/share) 209.81% -108.79%
0.02 -0.002
Weighted average ROE (%) 3.70% 208.75% -0.48% -108.76%
Weighted average ROE after deducting
2.45% 1109.51% -1.63% -230.95%
non-recurring gains and losses (%)
1
Items of non-recurring gains and losses
√Applicable □Inapplicable
Unit: RMB Yuan
Amount during Jan.-Sept. 2012
Item Notes
(RMB Yuan)
Gains and losses on disposal of non-current assets
3,343,771.12
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
950,197.00
or amounts according to the country’s unified 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 available-for-sale financial assets,
1,242,488.06
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
112,733.84
Other gain and loss items that meet the definition of non-recurring gains
and losses 1,222,780.32
Minority interests effects
-1,560,017.93
Income tax effects
Total 5,311,952.41
2
“Other gain and loss items that meet the definition of non-recurring gains and losses” & non-recurring gain and
loss items recognized as recurring gain and loss items according to the natures and characteristics of the
Company’s normal business: Naught
(II) Total number of shareholders and top 10 shareholders at the period-end
Total number of shareholders 32,699
Particulars about shares held by the top ten shareholders holding tradable shares
Number of tradable shares held Type and number of shares
Name of shareholder
period-end
Type Number
FORDCHEE DEVELOPMENT
323,643,179 B-share 323,643,179
LIMITED
EUPA INDUSTRY
153,802,306 B-share 153,802,306
CORPORATION LIMITED
FILLMAN INVESTMENTS
27,729,575 B-share 27,729,575
LIMITED
TIMMERTON CO INC 14,505,644 B-share 14,505,644
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
CSC SECURITIES (HK) LTD 4,301,982 B-share 4,301,982
CAI SHUHUI 4,294,433 B-share 4,294,433
Taifook Securities Company
4,030,092 B-share 4,030,092
Limited-Account Client
The top three shareholders are the controlling legal-person shareholders and Shareholder Cai
Shuhui is the spouse of the Company’s actual controller Mr. Wu Cankun. Except for that, it is
Particulars about shareholders 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.
3
III. Significant Events
(I) Significant changes in major accounting data, financial highlights and reasons for these changes
√Applicable □Inapplicable
Unit: RMB’0000 Yuan
Opening amount Increase/(de
Items Closing amount Main reasons for change
at year-begin crease)%
Monetary funds 117,567.11 70,613.21 66.49% Increase of export invoice financing
Decrease of undelivered forward exchange
Transactional financial assets 93.32 463.61 -79.87%
contracts
Interest receivable 898.70 164.64 445.86% Increase of term deposits
Other receivables 1,798.56 3,145.84 -42.83% Some receivables were settled.
The Company stopped leasing out some real estate
Investing real estate 3,817.00 6,558.53 -41.80%
and took it back for its own use.
Construction still in progress at the year-begin was
Construction in progress 753.12 1,172.92 -35.79% finished during the reporting period and
transferred into fixed assets.
Xiamen Tsann Kuen Trading Co., Ltd. threw the
Intangible assets 2,626.68 1,531.87 71.47% lease and the relevant amount was transferred to
intangible assets.
Short-term borrowings 43,073.72 0.00 100.00% Increase of export invoice financing
Domestic note-issuing plants adopted commercial
Notes payable 5,929.46 4,443.49 33.44%
notes.
Increase of export tax rebates (input tax) that have
Taxes and fares payable (4,238.63) (1,395.89) 203.65%
been approved but not yet received
Accumulative Accumulative
Increase/(de
Items amount for this amount for the Main reasons for change
crease)%
period last period
Business taxes and surtaxes 389.54 1,170.76 -66.73% Decrease of deductible export taxes
Financial expenses (1,680.56) (417.19) 302.83% Increase of interest income
Increase of inventory falling price provisions and
Asset impairment loss 1,148.36 (27.15) -4329.69%
bad-debt loss
Evaluated gains on undelivered forward exchange
Gains on fair value changes (370.29) 966.31 -138.32%
contracts decreased.
The investment income from delivered forward
Investment income 617.52 1,102.70 -44.00%
exchange contracts decreased.
Decrease of gains on fixed asset disposal and
Non-operating income 637.78 1,108.68 -42.47%
subsidy income
Non-operating expense 197.11 105.79 86.32% Increase of loss on fixed asset disposal
Net profit (167.90) 3,574.83 -104.70% Decrease of sales
Net cash flows from operating Increase of export tax rebates and decrease of
3,281.03 (3,431.22) -195.62%
activities payments
Net cash flows from financing Increase of export invoice financing and
49,905.04 17,554.00 184.29%
activities borrowings from the controlling shareholder
4
(II) Progress of significant events and its influence, as well as the analysis and explanation on solutions
1. About non-standard audit opinion
□Applicable √Inapplicable
2. The Company offers capital to the controlling shareholder or its related parties or provides external
guarantees in violation of the prescribed procedures.
□Applicable √Inapplicable
3. Signing and execution of significant contracts concerning routine operation
√Applicable □Inapplicable
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.
Up to 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.
4. Others
√Applicable □Inapplicable
Trading of the Company’s shares has been suspended since 2 Aug. 2012 due to a significant event in planning.
The 5th special board session for 2012 and the 3rd special general meeting for 2012 of the Company resolved on a
stock shrink (for details, see the Announcement on the Company’s Stock Shrink Plan and the Announcement on
Resolutions of the 5th Special Board Session for 2012 disclosed at the same time on Securities Times, Hong Kong
Ta Kung Pao and www.cninfo.com.cn on 25 Aug. 2012, as well as the Announcement on Resolutions of the 3rd
Special General Meeting for 2012 disclosed on Securities Times, Hong Kong Ta Kung Pao and
www.cninfo.com.cn on 14 Sept. 2012. The Company will carry out a plan for stock shrink and capital reduction,
which means that its total share capital (registered capital) will be reduced from the current 1,112,350,077 shares
(RMB Yuan) to 185,391,680 (RMB Yuan). The stock shrink plan has been preliminarily approved by Xiamen
Investment Promotion Bureau, an institution authorized by the Ministry of Commerce. And now the Company is
issuing the capital reduction notice to creditors and disclosing relevant announcements according to the prescribed
procedure (for details, see the Announcement on Progress of the Company’s Stock Shrink Plan disclosed on
Securities Times, Hong Kong Ta Kung Pao and www.cninfo.com.cn on 21 Sept. 2012. Up to the period-end, the
Company is still issuing the capital reduction notice to creditors and disclosing relevant announcements. The
Company will, in strict compliance with the Stock Listing Rules of Shenzhen Stock Exchange and other relevant
laws and regulations, perform its information disclosure duty in time. And the media designated by the Company
5
for information disclosure are Securities Times, Hong Kong Ta Kung Pao and www.cninfo.com.cn.
(III) Commitments of the Company or shareholders with an over 5% shareholding made in or carried
down into the reporting period
□Applicable √Inapplicable
(IV) Predict the 2012 annual operating results
Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the
beginning of the year to the end of the next reporting period compared with the same period of the last year
according to prediction, as well as explanations on the reasons
□Applicable √Inapplicable
(V) Other significant events that need to be explained
1. Securities investment
□Applicable √Inapplicable
2. Investments in derivatives
√Applicable □Inapplicable
1. Analysis on risks from holding of derivative products: gains or losses from difference between
contracted exchange rate and market exchange rate on value date.
2. Control measures:
(1) Principle: total amount of whole contracted derivative financial commodities will not exceed sum
of net position (net position: total foreign currency assets- total foreign currency liabilities) of
current assets liabilities plus net position arising from business of the Company in the next 6 months.
(2) Separation of post: separation of post of trader, dealer and authorization.
Analysis on risks and control measures
(3) Normalization of procedure: trader should offer sufficient market information and risks to people
of derivative products held in the
who was authorized, clarify possible risks, consider feasibility of transaction when sign the contract,
reporting period (including but not
and complete derivative financial commodities trade with authorization. Documents referring to
limited to market risk, liquidity risk,
contract trade need examination of legal affairs ministry, and the dealer will requested to be
credit risk, operation risk, law risk, etc.)
authorized when complete business transaction.
(4) Periodic evaluation: The Company kept an eye on the profit and loss from the fair value changes
of the derivative by checking daily/(monthly) the difference between the estimated exchange rate
(provided by the bank)*the undue contracted amount and the currency amount when bought in.
(5) Loss limit: contracted losses mustn’t exceed 6% of total trading amount.
(6) Audit system: Audit ministry audits derivative audit trade of derivative financial products
periodically and submit audit report.
(1) Losses effected by completed transaction amount of derivative products was RMB 4,945,300,
Changes of market prices or fair values
and loss from undelivered transaction was RMB -3,702,900 in the reporting period;
in the reporting period of the invested
(2) The former contracted bank provided monthly sheets of estimated exchange rates for the undue
derivatives. And the analysis on the fair
contracted forward exchanges on the last trading day of the month;
value of the derivatives should include
(3) The profit and loss from fair value changes of the derivative was confirmed according to the
the specific use methods and the
difference between the contracted amount undue by the month*the estimated exchange rate and the
relevant assumptions and parameters.
currency amount when bought in.
Whether significant changes occurred to
the Company’s accounting policy and
specific accounting principles of There were no significant changes between the Company’s accounting policy and specific
derivatives in the reporting period accounting principles of derivatives in the reporting period and those in the last reporting period.
compared to the previous reporting
period
Derivative investment, which was operated by Zhangzhou Tsann Kuen, controlling subsidiary of the
Specific opinion from independent
Company, was performance of signed contract. Then they will execute the examination and review
directors on the Company’s derivatives
procedure of the Board Meeting or Shareholder’s Meeting in accordance with regulations and
investment and risk control
execute obligation of information disclosure in time.
6
3. Derivative investments held at the period-end
√Applicable □Inapplicable
Proportion of the closing
contract amount in the
Opening contract Closing contract Gains and losses for
Type of contract Company’s net assets as at
amount (RMB Yuan) amount (RMB Yuan) reporting period
the end of the reporting
period
Buying and selling
4,145,328.97 16,240,576.37 (201,304.78) 3.50%
forward exchange
Forward purchase/sale
631,280,000.00 382,220,619.49 (3,501,546.93) 82.32%
of foreign currency
Total 635,425,328.97 398,461,195.86 (3,702,851.71) 85.82%
4. Researches, visits and interviews received in the reporting period
Time of Way of Main discussion and materials provided by the
Place of reception Visitor type Visitor
reception reception Company
Office of the The Company’s operating situation, with no written
9 Jan. 2012 By telephone Individual Mr. Cai
Company materials provided by the Company
Office of the The Company’s operating situation, with no written
29 Feb. 2012 By telephone Individual Mr. Hu
Company materials provided by the Company
Office of the The Company’s operating situation, with no written
22 Mar. 2012 By telephone Individual Mr. Li
Company materials provided by the Company
Office of the The Company’s operating situation, with no written
25 Apr. 2012 By telephone Individual Mr. Su
Company materials provided by the Company
Office of the The Company’s operating situation, with no written
26 Apr. 2012 By telephone Individual Mr. Yu
Company materials provided by the Company
Office of the The Company’s operating situation, with no written
29 Jun. 2012 By telephone Individual Mr. Ye
Company materials provided by the Company
The influence of the main board delisting system on
Office of the
29 Jun. 2012 By telephone Individual Mr. Li the Company, with no written materials provided by
Company
the Company
The Company’s operating situation and the influence
Office of the
29 Jun. 2012 By telephone Individual Ms. Wang of the main board delisting system on the Company,
Company
with no written materials provided by the Company
The influence of the main board delisting system on
Office of the
2 Jul. 2012 By telephone Individual Mr. Ouyang the Company, with no written materials provided by
Company
the Company
The influence of the main board delisting system on
Office of the
4 Jul. 2012 By telephone Individual Mr. Mu the Company, with no written materials provided by
Company
the Company
The influence of the main board delisting system on
Office of the
5 Jul. 2012 By telephone Individual Mr. Yang the Company, with no written materials provided by
Company
the Company
9 Jul. 2012 Office of the By telephone Individual Mr. Hu The influence of the main board delisting system on
7
Company the Company, with no written materials provided by
the Company
The influence of the main board delisting system on
Office of the
9 Jul. 2012 By telephone Individual Mr. Chen the Company, with no written materials provided by
Company
the Company
The influence of the main board delisting system on
Office of the
10 Jul. 2012 By telephone Individual Mr. Yang the Company, with no written materials provided by
Company
the Company
The influence of the main board delisting system on
Office of the
10 Jul. 2012 By telephone Individual Mr. Shi the Company, with no written materials provided by
Company
the Company
The influence of the main board delisting system on
Office of the
11 Jul. 2012 By telephone Individual Mr. Yu the Company, with no written materials provided by
Company
the Company
The influence of the main board delisting system on
Office of the
11 Jul. 2012 By telephone Individual Mr. Shen the Company, with no written materials provided by
Company
the Company
Office of the The Company’s operating situation and the influence
12 Jul. 2012 By telephone Individual Mr. Li of the main board delisting system on the Company,
Company
with no written materials provided by the Company
The influence of the main board delisting system on
Office of the
17 Jul. 2012 By telephone Individual Mr. Qu the Company, with no written materials provided by
Company
the Company
The influence of the main board delisting system on
Office of the
18 Jul. 2012 By telephone Individual Mr. Wang the Company, with no written materials provided by
Company
the Company
The influence of the main board delisting system on
Office of the
20 Jul. 2012 By telephone Individual Mr. Li the Company, with no written materials provided by
Company
the Company
The influence of the main board delisting system on
Office of the
23 Jul. 2012 By telephone Individual Mr. Li the Company, with no written materials provided by
Company
the Company
The influence of the main board delisting system on
Office of the
23 Jul. 2012 By telephone Individual Mr. He the Company, with no written materials provided by
Company
the Company
The influence of the main board delisting system on
Office of the
23 Jul. 2012 By telephone Individual Mr. Liang the Company, with no written materials provided by
Company
the Company
The influence of the main board delisting system on
Office of the
23 Jul. 2012 By telephone Individual Ms. Chen the Company, with no written materials provided by
Company
the Company
The influence of the main board delisting system on
Office of the
23 Jul. 2012 By telephone Individual Mr. Fan the Company, with no written materials provided by
Company
the Company
Office of the Inquiring about relevant event on stock reducing plan,
30 Aug. 2012 By telephone Individual Mr. Yang
Company with no written materials provided by the Company
8
Office of the Inquiring about relevant event on stock reducing plan,
30 Aug. 2012 By telephone Individual Mr. Ouyang
Company with no written materials provided by the Company
Office of the Inquiring about relevant event on stock reducing plan,
14 Sept. 2012 By telephone Individual Ms. He
Company with no written materials provided by the Company
Office of the Inquiring about relevant event on stock reducing plan,
14 Sept. 2012 By telephone Individual Mr. Zhang
Company with no written materials provided by the Company
Office of the Inquiring about relevant event on stock reducing plan,
17 Sept. 2012 By telephone Individual Ms. Liang
Company with no written materials provided by the Company
Office of the Inquiring about relevant event on stock reducing plan,
27 Sept. 2012 By telephone Individual Ms. Tian
Company with no written materials provided by the Company
Office of the Inquiring about relevant event on stock reducing plan,
27 Sept. 2012 By telephone Individual Mr. Wang
Company with no written materials provided by the Company
Office of the Inquiring about relevant event on stock reducing plan,
8 Oct. 2012 By telephone Individual Mr. Cai
Company with no written materials provided by the Company
5. Corporate bonds issued
Any corporate bonds issued?
□ Yes √ No
IV. Appendix
(I) Financial statements
Consolidated statements or not?
√ Yes □ No □ Inapplicable
The currency unit for data of the financial statements below is RMB Yuan unless otherwise specified.
9
1. Consolidated balance sheet
Prepared by Tsann Kuen (China) Enterprise Co., Ltd.
Unit: RMB Yuan
Item Balance as at 30 Sept. 2012 Balance as at 30 Jun. 2012
Current Assets:
Monetary funds 1,175,671,052.17 706,132,122.10
Settlement reserves
Intra-group lendings
Transactional financial assets 933,201.51 4,636,053.22
Notes receivable 2,933,165.00 2,979,552.00
Accounts receivable 365,312,075.01 417,628,180.59
Accounts paid in advance 5,124,731.10 6,027,901.71
Premiums receivable
Reinsurance premiums receivable
Receivable reinsurance contract reserves
Interest receivable 8,987,007.47 1,646,355.63
Dividend receivable 0.00 0.00
Other accounts receivable 17,985,616.70 31,458,353.08
Financial assets purchased under agreements to resell
Inventories 248,169,993.77 319,584,892.20
Non-current assets due within 1 year 3,114,668.99 2,717,019.83
Other current assets 0.00 0.00
Total current assets 1,828,231,511.72 1,492,810,430.36
Non-current assets:
Loans by mandate and advances granted
Available-for-sale financial assets 0.00 0.00
Held-to-maturity investments 0.00 0.00
Long-term accounts receivable 44,530,875.69 49,751,452.73
Long-term equity investment 40,000.00 40,000.00
Investing property 38,169,972.81 65,585,318.46
Fixed assets 235,041,473.96 304,624,424.95
Construction in progress 7,531,248.86 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 26,266,799.65 15,318,712.17
R&D expense 0.00 0.00
Goodwill 0.00 0.00
Long-term deferred expenses 8,064,054.16 6,979,767.93
Deferred income tax assets 16,993,745.49 17,031,528.72
Other non-current assets 0.00 0.00
Total of non-current assets 376,638,170.62 471,060,402.56
Total assets 2,204,869,682.34 1,963,870,832.92
Current liabilities:
Short-term borrowings 430,737,154.90 0.00
Borrowings from Central Bank
10
Customer bank deposits and due to banks and other financial institutions
Intra-group borrowings
Transactional financial liabilities 0.00 0.00
Notes payable 59,294,551.66 44,434,948.83
Accounts payable 694,590,247.41 860,533,038.10
Accounts received in advance 18,077,909.70 14,056,625.13
Financial assets sold for repurchase
Handling charges and commissions payable
Employee’s compensation payable 37,382,225.63 45,981,900.31
Tax payable -42,386,322.48 -13,958,946.51
Interest payable 0.00 0.00
Dividend payable 0.00 0.00
Other accounts payable 148,876,489.06 152,202,472.87
Reinsurance premiums payable
Insurance contract reserves
Payables for acting trading of securities
Payables for acting underwriting of securities
Non-current liabilities due within 1 year 0.00 0.00
Other current liabilities 0.00 0.00
Total current liabilities 1,346,572,255.88 1,103,250,038.73
Non-current liabilities:
Long-term borrowings
Bonds payable
Long-term payables
Specific payables
Estimated liabilities
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 1,387,413,434.66 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
Specific reserves
Surplus reserves
Provisions for general risks
Retained profits -775,685,075.36 -773,465,250.87
Foreign exchange difference -991,773.34 -1,462,944.18
Total equity attributable to owners of the Company 464,406,745.10 462,458,624.03
Minority interests 353,049,502.58 357,543,591.38
Total owners’ (or shareholders’) equity 817,456,247.68 820,002,215.41
Total liabilities and owners’ (or shareholders’) equity 2,204,869,682.34 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
11
2. Balance sheet of the Company
Prepared by Tsann Kuen (China) Enterprise Co., Ltd.
Unit: RMB Yuan
Item Balance as at 30 Sept. 2012 Balance as at 30 Jun. 2012
Current Assets:
Monetary funds 7,997,717.08 13,757,429.84
Transactional financial assets
Notes receivable
Accounts receivable
Accounts paid in advance 133,047.64 89,677.02
Interest receivable 0.00 413.89
Dividend receivable
Other accounts receivable 504,777.76 80,906.33
Inventories
Non-current assets due within 1 year
Other current assets
Total current assets 8,635,542.48 13,928,427.08
Non-current assets:
Available-for-sale financial assets
Held-to-maturity investments
Long-term accounts receivable
Long-term equity investment 990,854,030.83 990,854,030.83
Investing property 32,381,638.14 58,377,827.95
Fixed assets 11,881,371.58 3,521,310.33
Construction in progress 0.00 1,278,000.00
Engineering materials
Disposal of fixed assets
Production biological assets
Oil-gas assets
Intangible assets 13,973,567.80 1,204,109.34
R&D expense
Goodwill
Long-term deferred expenses 1,295,818.51 113,042.04
Deferred income tax assets
Other non-current assets
Total of non-current assets 1,050,386,426.86 1,055,348,320.49
Total assets 1,059,021,969.34 1,069,276,747.57
Current liabilities:
12
Short-term borrowings
Transactional financial liabilities
Notes payable
Accounts payable 45,400.00 59,885.95
Accounts received in advance 30,000.00 0.00
Employee’s compensation payable 153,972.16 168,972.16
Tax payable 1,459,692.38 1,620,858.22
Interest payable 0.00 0.00
Dividend payable 0.00 0.00
Other accounts payable 578,610,596.48 606,206,909.07
Non-current liabilities due within 1 year 0.00 0.00
Other current liabilities 0.00 0.00
Total current liabilities 580,299,661.02 608,056,625.40
Non-current liabilities:
Long-term borrowings
Bonds payable
Long-term payables
Specific payables
Estimated liabilities
Deferred income tax liabilities
Other non-current liabilities
Total non-current liabilities 0.00 0.00
Total liabilities 580,299,661.02 608,056,625.40
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
Provisions for general risks
Retained profits -757,112,950.08 -774,615,136.23
Foreign exchange difference
Total owners’ (or shareholders’) equity 478,722,308.32 461,220,122.17
Total liabilities and owners’ (or shareholders’) equity 1,059,021,969.34 1,069,276,747.57
Legal representative: Jian Derong Person-in-charge of the accounting work: Chen Zongyi Chief of the accounting division: Chen Zongyi
13
3. Consolidated income statement for the reporting period
Prepared by Tsann Kuen (China) Enterprise Co., Ltd.
Unit:
Item Jul.-Sept. 2012 Jul.-Sept. 2011
I. Total operating revenues 629,800,712.74 706,453,262.69
Including: Sales income 629,800,712.74 706,453,262.69
Interest income
Premium income
Handling charge and commission income
II. Total operating cost 613,373,491.13 703,341,986.28
Including: Cost of sales 539,431,442.50 622,546,651.38
Interest expenses
Handling charge and commission expenses
Surrenders
Net claims paid
Net amount withdrawn for the insurance contract reserve
Expenditure on policy dividends
Reinsurance premium
Taxes and associate charges 1,949,158.82 3,640,158.52
Selling and distribution expenses 26,522,203.79 29,178,788.58
Administrative expenses 43,332,573.08 55,282,466.04
Financial expenses -4,953,990.75 -6,956,985.32
Asset impairment loss 7,092,103.69 -349,092.92
Add: Gain/(loss) from change in fair value (“-” means loss) 3,492,791.37 -4,131,938.34
Gain/(loss) from investment (“-” means loss) 1,056,638.35 5,720,418.53
Including: share of profits in associates and joint ventures
Foreign exchange gains (“-” means loss)
III. Business profit (“-” means loss) 20,976,651.33 4,699,756.60
Add: non-operating income 3,666,231.69 5,769,090.57
Less: non-operating expense 520,653.62 343,891.42
Including: loss from non-current asset disposal 209,284.67 168,240.69
IV. Total profit (“-” means loss) 24,122,229.40 10,124,955.75
Less: Income tax expense -92,216.51 2,234,556.06
V. Net profit (“-” means loss) 24,214,445.91 7,890,399.69
Including: Net profit achieved by combined parties before the
combinations
Attributable to owners of the Company 17,159,026.27 5,538,588.65
Minority shareholders’ income 7,055,419.64 2,351,811.04
VI. Earnings per share
(I) Basic earnings per share 0.02 0.00
(II) Diluted earnings per share 0.02 0.00
VII. Other comprehensive incomes -1,785,878.67
-878,812.32
VIII. Total comprehensive incomes
23,335,633.59 6,104,521.02
Attributable to owners of the Company 16,280,213.95 3,752,709.98
Attributable to minority shareholders 7,055,419.64 2,351,811.04
Where business mergers under the same control occurred in this reporting period, the net profit achieved by the merged parties before
the business mergers was RMB 0.
Legal representative: Jian Derong Person-in-charge of the accounting work: Chen Zongyi Chief of the accounting division: Chen Zongyi
14
4. Income statement of the Company for the reporting period
Prepared by Tsann Kuen (China) Enterprise Co., Ltd.
Unit: RMB Yuan
Item Jul.-Sept. 2012 Jul.-Sept. 2011
I. Total sales -364,291.03 580,367.20
Less: cost of sales 858,905.84 473,055.37
Business taxes and surcharges 192,180.08 35,865.43
Distribution expenses 0.00 0.00
Administrative expenses 2,021,438.55 1,989,967.89
Financial costs -14,973.82 -205,842.39
Impairment loss -282.47 1,815.25
Add: gain/(loss) from change in fair value (“-” means loss) 0.00 0.00
Gain/(loss) from investment (“-” means loss) 20,145,065.39 0.00
Including: income form investment on associates and joint
0.00 0.00
ventures
II. Business profit (“-” means loss) 16,723,506.18 -1,714,494.35
Add: non-business income 319,209.67 281,890.46
Less: non-business expense 179,413.79 0.00
Including: loss from non-current asset disposal
III. Total profit (“-” means loss) 16,863,302.06 -1,432,603.89
Less: income tax expense 0.00 0.00
IV. Net profit (“-” means loss) 16,863,302.06 -1,432,603.89
V. Earnings per share
(I) Basic earnings per share
(II) Diluted earnings per share
VI. Other comprehensive income 0.00 0.00
VII. Total comprehensive income 16,863,302.06 -1,432,603.89
Legal representative: Jian Derong Person-in-charge of the accounting work: Chen Zongyi Chief of the accounting division: Chen Zongyi
15
5. Consolidated income statement from 1 Jan. 2012 to 30 Sept. 2012
Prepared by Tsann Kuen (China) Enterprise Co., Ltd.
Unit: RMB Yuan
Item Jan.-Sept. 2012 Jan.-Sept. 2011
I. Total operating revenues 1,698,884,201.23 2,078,919,993.93
Including: Sales income 1,698,884,201.23 2,078,919,993.93
Interest income
Premium income
Handling charge and commission income
II. Total operating cost 1,707,375,701.72 2,068,131,416.20
Including: Cost of sales 1,496,505,664.54 1,817,931,778.50
Interest expenses
Handling charge and commission expenses
Surrenders
Net claims paid
Net amount withdrawn for the insurance contract reserve
Expenditure on policy dividends
Reinsurance premium
Taxes and associate charges 3,895,358.22 11,707,632.91
Selling and distribution expenses 77,451,210.22 81,180,603.08
Administrative expenses 134,845,443.71 161,754,742.42
Financial expenses -16,805,582.57 -4,171,857.48
Asset impairment loss 11,483,607.60 -271,483.23
Add: Gain/(loss) from change in fair value (“-” means loss) -3,702,851.71 9,663,094.71
Gain/(loss) from investment (“-” means loss) 6,175,182.09 11,026,999.84
Including: share of profits in associates and joint ventures
Foreign exchange gains (“-” means loss)
III. Business profit (“-” means loss) -6,019,170.11 31,478,672.28
Add: non-operating income 6,377,807.01 11,086,807.72
Less: non-operating expense 1,971,105.05 1,057,919.61
Including: loss from non-current asset disposal 210,409.89 205,237.06
IV. Total profit (“-” means loss) -1,612,468.15 41,507,560.39
Less: Income tax expense 66,484.86 5,759,273.33
V. Net profit (“-” means loss) -1,678,953.01 35,748,287.06
Including: Net profit achieved by combined parties before the combinations -4,512,158.51 0.00
Attributable to owners of the Company -2,219,824.49 25,264,948.69
Minority shareholders’ income 540,871.48 10,483,338.37
VI. Earnings per share
(I) Basic earnings per share -0.002 0.02
(II) Diluted earnings per share -0.002 0.02
VII. Other comprehensive incomes 471,170.84 -558,721.19
VIII. Total comprehensive incomes -1,207,782.17 35,189,565.87
Attributable to owners of the Company -1,748,653.65 24,706,227.50
Attributable to minority shareholders 540,871.48 10,483,338.37
Where business mergers under the same control occurred from 1 Jan. 2012 to 30 Sept. 2012, 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
16
6. Income statement of the Company from 1 Jan. 2012 to 30 Sept. 2012
Prepared by Tsann Kuen (China) Enterprise Co., Ltd.
Unit: RMB Yuan
Item Jan.-Sept. 2012 Jan.-Sept. 2011
I. Total sales 5,314,302.66 1,756,432.40
Less: cost of sales 3,434,553.59 1,432,986.91
Business taxes and surcharges 524,222.44 101,155.09
Distribution expenses 0.00 0.00
Administrative expenses 4,494,451.68 5,932,951.08
Financial costs -34,626.99 -389,858.00
Impairment loss -895.56 2,981.77
Add: gain/(loss) from change in fair value (“-” means loss) 0.00 0.00
Gain/(loss) from investment (“-” means loss) 20,152,127.39 67,732,295.69
Including: income form investment on associates and joint
0.00 0.00
ventures
II. Business profit (“-” means loss) 17,048,724.89 62,408,511.24
Add: non-business income 632,875.05 441,913.60
Less: non-business expense 179,413.79 90,000.00
Including: loss from non-current asset disposal
III. Total profit (“-” means loss) 17,502,186.15 62,760,424.84
Less: income tax expense 0.00 0.00
IV. Net profit (“-” means loss) 17,502,186.15 62,760,424.84
V. Earnings per share
(I) Basic earnings per share
(II) Diluted earnings per share
VI. Other comprehensive income
VII. Total comprehensive income 17,502,186.15 62,760,424.84
Legal representative: Jian Derong Person-in-charge of the accounting work: Chen Zongyi Chief of the accounting division: Chen Zongyi
17
7. Consolidated cash flow statement from 1 Jan. 2012 to 30 Sept. 2012
Prepared by Tsann Kuen (China) Enterprise Co., Ltd.
Unit: RMB Yuan
Item Jan.-Sept. 2012 Jan.-Sept. 2011
I. Cash flows from operating activities:
Cash received from sale of commodities and rendering of
1,784,557,577.32 2,136,439,597.88
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 210,094,465.01 194,086,294.07
Other cash received relating to operating activities 74,712,659.64 52,873,334.14
Subtotal of cash inflows from operating activities 2,069,364,701.97 2,383,399,226.09
Cash paid for goods and services 1,578,194,137.86 1,967,838,052.01
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 192,348,048.44 208,801,919.80
Various taxes paid 15,252,920.69 17,647,182.93
Other cash payment relating to operating activities 250,759,274.47 223,424,235.82
Subtotal of cash outflows from operating activities 2,036,554,381.46 2,417,711,390.56
Net cash flows from operating activities 32,810,320.51 -34,312,164.47
II. Cash flows from investing activities:
Cash received from withdrawal of investments 8,331,806.67 0.00
Cash received from return on investments 4,952,401.77 11,026,999.84
Net cash received from disposal of fixed assets, intangible assets
6,012,653.29 7,173,207.90
and other long-term assets
Net cash received from disposal of subsidiaries or other business
0.00 202,824.06
units
Other cash received relating to investing activities 0.00 18,200,000.00
Subtotal of cash inflows from investing activities 19,296,861.73 36,603,031.80
Cash paid to acquire fixed assets, intangible assets and other
43,457,877.50 69,902,892.53
long-term assets
Cash paid for investment 39,799,620.00 292,120.68
Net increase of pledged loans
Net cash paid to acquire subsidiaries and other business units 0.00 0.00
Other cash payments relating to investing activities 0.00 18,200,000.00
Subtotal of cash outflows from investing activities 83,257,497.50 88,395,013.21
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Net cash flows from investing activities -63,960,635.77 -51,791,981.41
III. Cash Flows from Financing Activities:
Cash received from capital contributions 0.00 41,880,876.57
Including: Cash received from minority shareholder investments
0.00 0.00
by subsidiaries
Cash received from borrowings 697,772,894.44 25,536,000.00
Cash received from issuance of bonds 0.00 0.00
Other cash received relating to financing activities 249,638,774.10 196,042,600.00
Subtotal of cash inflows from financing activities 947,411,668.54 263,459,476.57
Repayment of borrowings 268,680,918.48 0.00
Cash paid for interest expenses and distribution of dividends or
9,353,220.19 23,214,517.47
profit
Including: dividends or profit paid by subsidiaries to minority
6,715,021.80 23,214,517.47
shareholders
Other cash payments relating to financing activities 170,327,161.20 64,705,000.00
Sub-total of cash outflows from financing activities 448,361,299.87 87,919,517.47
Net cash flows from financing activities 499,050,368.67 175,539,959.10
IV. Effect of foreign exchange rate changes on cash and cash
1,638,876.66 -8,166,714.84
equivalents
V. Net increase in cash and cash equivalents 469,538,930.07 81,269,098.38
Add: Opening balance of cash and cash equivalents 706,132,122.10 628,047,361.97
VI. Closing balance of cash and cash equivalents 1,175,671,052.17 709,316,460.35
Legal representative: Jian Derong Person-in-charge of the accounting work: Chen Zongyi Chief of the accounting division: Chen Zongyi
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8. Cash flow statement of the Company from 1 Jan. 2012 to 30 Sept. 2012
Prepared by Tsann Kuen (China) Enterprise Co., Ltd.
Unit: RMB Yuan
Item Jan.-Sept. 2012 Jan.-Sept. 2011
I. Cash flows from operating activities:
Cash received from sale of commodities and rendering of service
Tax refunds received 0.00 35,329.81
Other cash received relating to operating activities 32,339,512.41 29,303,577.73
Subtotal of cash inflows from operating activities 32,339,512.41 29,338,907.54
Cash paid for goods and services
Cash paid to and for employees 23,034,287.99 25,340,753.13
Various taxes paid 2,100,587.17 1,413,505.11
Other cash payment relating to operating activities 10,230,676.43 4,762,716.10
Subtotal of cash outflows from operating activities 35,365,551.59 31,516,974.34
Net cash flows from operating activities -3,026,039.18 -2,178,066.80
II. Cash flows from investing activities:
Cash received from retraction of investments 0.00 0.00
Cash received from return on investments 20,152,127.39 67,732,295.69
Net cash received from disposal of fixed assets, intangible assets and other
180,000.00 0.00
long-term assets
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 20,332,127.39 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 20,232,727.39 67,517,795.69
III. Cash Flows from Financing Activities:
Cash received from capital contributions
Cash received from borrowings
Cash received from issuance of bonds
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 23,000,000.00 59,500,000.00
Sub-total of cash outflows from financing activities 23,000,000.00 59,500,000.00
Net cash flows from financing activities -23,000,000.00 -54,500,000.00
IV. Effect of foreign exchange rate changes on cash and cash equivalents 33,599.03 -662.10
V. Net increase in cash and cash equivalents -5,759,712.76 10,839,066.79
Add: Opening balance of cash and cash equivalents 13,757,429.84 904,966.64
VI. Closing balance of cash and cash equivalents 7,997,717.08 11,744,033.43
Legal representative: Jian Derong Person-in-charge of the accounting work: Chen Zongyi hief of the accounting division: Chen Zongyi
20
(II) Audit report
Auditor’s opinion: un-audited
TSANN KUEN (CHINA) ENTERPRISE CO., LTD.
Chairman of the Board: Jian Derong
October 27, 2012
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