TSANN KUEN (CHINA) ENTERPRISE CO., LTD. SEMI-ANNUAL REPORT 2013 AUGUST 2013 1 I. Important Reminders, Contents & Explanation The Board of Directors, the Supervisory Committee as well as all directors, supervisors and senior management staff of TSANN KUEN (CHINA) ENTERPRISE CO., LTD. (hereinafter referred to as “the Company”) warrant that this report is factual, accurate and complete without any false record, misleading statement or material omission. And they shall be jointly and severally liable for that. All directors attended the board session for reviewing this report. The Company plans not to distribute cash dividends or bonus shares or turn capital reserve into share capital. 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 factual, accurate and complete. English Translation for Reference Only. Should there be any discrepancy between the two versions, the Chinese version shall prevail. 2 Contents I. Important Reminders, Contents & Explanation ..................................................................................................... 2 II. Company Profile ................................................................................................................................................... 5 III. Accounting & Business Highlights...................................................................................................................... 6 IV. Report of the Board of Directors.......................................................................................................................... 8 V. Significant Events ............................................................................................................................................... 26 VI. Change in Share Capital and Particulars about Shareholders............................................................................ 35 VII. Directors, Supervisors, Senior Management Staffs and Employees ................................................................ 37 VIII. Financial Report.............................................................................................................................................. 37 IX. Documents Available for Reference .................................................................................................................. 37 3 Explanation Term Refers to Contents Xiamen Tsann Kuen, MCKB, Refers to TSANN KUEN (CHINA) ENTERPRISE CO., LTD. Company, the Company, TKC Tsann Kuen Zhangzhou, TKL Refers to Tsann Kuen Zhangzhou Enterprise Co., Ltd. Tsann Kuen Shanghai, TKS Refers to Tsann Kuen China (Shanghai) Enterprise Co., Ltd. Xiamen Star Travel, TSX Refers to Xiamen Star Travel International Travel Service Co., Ltd. Tsann Kuen (Zhangzhou) South Port Electronics Enterprise South Port Electronics, TKN Refers to Co., Ltd. Tsann Kuen Institute, LTC Refers to Tsann Kuen (Zhangzhou) Vocational Technical Institute STD Refers to Shanghai Star Commerce & Trade Co., Ltd. TSX3C Refers to Xiamen Star Commerce & Trade Co., Ltd. SCCX Refers to Xiamen Star Comgistic Capital Co., Ltd TSST Refers to Shanghai Fanxin Airlines Service Co., Ltd. TSD Refers to Star (Dalian) International Travel Service Co., Ltd. TSXT Refers to Xiamen Star Airlines Service Co., Ltd. East Sino Development Refers to East Sino Development Limited SCI Refers to Pt.Star Comgistic Indonesia Yuan Refers to RMB Yuan 4 II. Company Profile I. Basic information of the Company Stock abbreviation MCKB Stock code 200512 Stock exchange listed with Shenzhen Stock Exchange Chinese name of the Company 厦门灿坤实业股份有限公司 Abbr. of the Chinese name of 闽灿坤 the Company English name of the Company TSANNKUEN(CHINA) ENTERPRISE CO. LTD Abbr. of the English name of TKC the Company Legal representative of the Jian Derong Company II. For Contact Company Secretary Securities Affairs Representative Name Sun Meimei Xiong Jianlin TSANN KUEN Industrial Park, Taiwanese TSANN KUEN Industrial Park, Taiwanese Contact address Investment Zone, Zhangzhou, Fujian Investment Zone, Zhangzhou, Fujian Province Province Tel. 0596-6268161 0596-6268103 Fax 0596-6268104 0596-6268104 E-mail mm_sun@tkl.tsannkuen.com jl_xiong@tkl.tsannkuen.com III. Other information 1. Ways to contact the Company Did any change occur to the registered address, office address and their postal codes, website address and email address of the Company during the reporting period? □ Applicable √ Inapplicable 2. About information disclosure and where this report is placed Did any change occur to information disclosure media and where this report is placed during the reporting period? □ Applicable √ Inapplicable 5 3. Change of the registered information Did any change occur to the registered information during the reporting period? □ Applicable √ Inapplicable 4. Other relevant information Did any change occur to other relevant information during the reporting period? □ Applicable √ Inapplicable III. Accounting & Business Highlights I. Major accounting data and financial indicators Same period of last Major accounting data Reporting period YoY +/-(%) year Operating revenues 877,844,207.80 1,069,083,488.49 -17.89% Net profit attributable to shareholders of the Company 10,425,680.85 -19,378,850.76 153.80% Net profit attributable to shareholders of the Company 707,622.89 -18,876,331.13 103.75% after deducting non-recurring gains and losses Net cash flow from operating activities -63,436,545.48 -46,565,599.37 -36.23% Basic EPS 0.06 -0.10 160.00% Diluted EPS 0.06 -0.10 160.00% Weighted average ROE (%) 2.14% -4.08% 6.22% As at the end of the As at the end of last Major accounting data YoY +/-(%) reporting period year Total assets 1,802,731,082.11 1,679,847,838.18 7.32% Owners’ equity attributable to shareholders of the 485,352,491.45 488,049,282.91 -0.55% Company II. Differences between accounting data under domestic and overseas accounting standards 1. Differences of net profit and net assets disclosed in financial reports prepared under international and Chinese accounting standards □ Yes √ No 6 2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and Chinese accounting standards □ Yes √ No 3. Reasons for accounting data differences under the domestic and overseas accounting standards □ Yes √ No III. Items and amounts of extraordinary gains and losses Amount (RMB Item Explanation Yuan) Gains/losses on the disposal of non-current assets (including the offset part of 1,579,092.37 asset impairment provisions) Tax rebates, reductions or exemptions due to approval beyond authority or the lack of official approval documents Government grants recognized in the current period, except for those acquired in the ordinary course of business or granted at certain quotas or amounts according 2,430,845.00 to the country’s unified standards Capital occupation charges on non-financial enterprises that recorded into current gains and losses Gains due to that the investment costs for the Company to obtain subsidiaries, associates and joint ventures are lower than the enjoyable fair value of the identifiable net assets of the investees when making the investments Gain/loss on non-monetary asset swap Gain/loss on entrusting others with investments or asset management Asset impairment provisions due to acts of God such as natural disasters Gain/loss on debt restructuring Expenses for business reorganization, such as expenses for staffing, reorganization etc. Gain/loss on the part over the fair value due to transactions with distinctly unfair prices Current gains and losses of subsidies acquired from business combination under the same control as from period-begin to combination date Gain/loss on contingent events irrelevant to the Company’s normal business Gains and losses on change in fair value from tradable financial assets and Gains on sale of forward tradable financial liabilities, as well as investment income from disposal of exchange contracts, fair value 10,875,310.96 tradable financial assets and tradable financial liabilities and financial assets changes, wealth management available for sales except for effective hedging related with normal businesses of products and other current assets 7 Amount (RMB Item Explanation Yuan) the Company Reversal of provision for impairment that made impairment test independently Gain/loss on loans obtained by entrusting others Gain/loss on change of the fair value of investing real estate of which the subsequent measurement is carried out adopting the fair value method Effect on current gains/losses when a one-off adjustment is made to current gains/losses according to requirements of taxation, accounting and other relevant laws and regulations Custody fee income when entrusted with operation Other non-operation income and expenses other than the above -126,699.48 Other gain/loss items that meet the definition of an extraordinary gain/loss 42,720.64 Gains on disposal of subsidiaries Less: Income tax effects 2,100,136.68 Minority interests effects (after tax) 2,983,074.85 Total 9,718,057.96 Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Extraordinary Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said explanatory announcement as a recurrent gain/loss item □ Applicable √ Inapplicable IV. Report of the Board of Directors I. Business review for the reporting period For the reporting period, the Company achieved operating revenues of RMB 878 million, down 17.89% over the same period of last year, with net profit being RMB 10 million. The Company enhanced internal operation and management, reduced procurement costs, optimized the production and sale processes and strictly controlled the administrative and selling expenses, yielding a sharp YoY growth of 153.80% on net profit. According to the strategic goals set—focusing on main business, improving operational management and expanding emerging market, with “cash and profit growth” as the highest guiding principal, customers’ needs as the orientation and technological innovation and design integration as the core, the Company built a high-end service mode featuring “high speed, low cost and effective solution”, created leading advantages in areas from R&D to marketing and enhanced the supporting supply chain management, so as to satisfy customers’ needs and attract international orders. The Company continuously input for small household appliance R&D and increased competitiveness of our 8 products through technical innovation. Meanwhile, the Company promoted development of the Tsann Kuen brand and proactively planned for domestic sale of products such as comprehensive helpers, with the purpose of enhancing expansion of the domestic market. II. YoY changes of major financial data Unit: RMB Yuan Closing Item Opening amount +/-% Main reasons for change amount Operating revenues 877,844,207.80 1,069,083,488.49 -17.89% Operating costs 762,662,771.63 957,074,222.04 -20.31% Operating revenues decreased and expense was Selling expenses 34,293,872.54 50,929,006.43 -32.66% controlled. administrative expenses 74,849,826.36 91,512,870.63 -18.21% RMB appreciation created an unfavorable factor Financial expenses 3,869,546.71 -11,851,591.82 132.65% for exchange. Income tax expenses 1,139,442.82 158,701.37 617.98% Increase of the deferred income tax liabilities Net cash flows from -63,436,545.48 -46,565,599.37 -36.23% Main operating revenues decreased. operating activities Net cash flows from -87,554,293.09 -12,665,845.78 -591.26% Increase of wealth management products investing activities Net cash flows from 322,062,323.39 383,482,654.28 -16.02% financing activities Net increase in cash and 160,843,030.86 324,758,861.76 -50.47% Decrease of export invoice financing borrowings cash equivalents Transactional financial 6,985,964.05 0.00 100.00% Gain on unsettled forward exchange contracts assets Notes receivable 5,277,843.70 3,356,956.00 57.22% Increase of undue banker’s acceptance notes Other receivables 27,283,582.43 41,516,107.15 -34.28% Receivables were settled upon maturity. Non-current assets due Equipment payments due within one year were 228,918.82 2,434,759.94 -90.60% within one year collected. 9 Closing Item Opening amount +/-% Main reasons for change amount More real estate and land were used for operating leasing. Thus, the corresponding fixed Investing real estate 55,701,135.53 39,319,457.87 41.66% asset and intangible asset items were restated as investing real estate items. The corresponding intangible asset item was Intangible assets 17,026,655.19 25,461,786.16 -33.13% restated as the investing real estate item due to land leasing. Short-term borrowings 208,305,912.00 31,427,500.00 562.81% Increase of export invoice financing borrowings The end of last year saw a loss on the unsettled Transactional financial 0.00 363,255.25 -100.00% forward exchange contracts while there was no liabilities such a case in the reporting period. Operating revenues decreased, bringing down Accounts payable 425,401,429.10 647,831,038.73 -34.33% the procurement. Accounts received in 26,519,346.16 12,488,450.33 112.35% Increase of advances from customers advance The Company borrowed from the controlling Other payables 232,202,527.95 53,435,685.41 334.55% shareholder. Deferred income tax Gains on the unsettled forward exchange 1,129,348.13 44,686.69 2427.26% liabilities contracts Inventory falling price provisions decreased over Asset impairment loss 2,780,336.49 4,391,503.91 -36.69% the same period of last year. Assessment gain on unsettled forward exchange Gain on fair value change 7,349,219.30 -7,195,643.08 -202.13% contracts A smaller income from delivered forward Investment income 3,576,345.30 5,118,543.74 -30.13% exchange contracts Non-business income 4,709,673.01 2,711,575.32 73.69% Increase of the subsidy income Non-business expenses 826,435.12 1,450,451.43 -43.02% A smaller loss on disposal of fixed assets The gross profit rate increased and the Net profit 11,379,048.09 -25,893,398.92 143.95% administrative and selling expenses decreased. Major changes to the profit structure or sources of the Company during the reporting period: □ Applicable √ Inapplicable Reporting period progress of the future development planning in the disclosed documents of the Company such as share-soliciting prospectuses, offering prospectuses, asset reorganization reports, etc.: 10 □ Applicable √ Inapplicable III. Breakdown of main business Unit: RMB Yuan Increase/decrease Increase/decrease Increase/decrease of operating of operating of gross profit Operating Gross profit Item Operating costs revenues over the costs over the rate over the revenues rate (%) same period of same period of same period of last year (%) last year (%) last year (%) Classified by industry: Small home appliance 845,775,086.33 752,449,378.64 11.03% -19.04% -20.76% 1.94% manufacture Total 845,775,086.33 752,449,378.64 11.03% -19.04% -20.76% 1.94% Classified by product: Gourmet 488,925,179.51 429,741,895.84 12.10% -16.05% -19.72% 4.02% cooking Home 223,417,870.62 208,838,462.09 6.53% -14.45% -12.74% -1.84% assistant Tea/coffee 78,725,449.38 70,039,397.60 11.03% -27.58% -26.50% -1.30% Others 54,706,586.82 43,829,623.11 19.88% -40.78% -45.00% 6.15% Total 845,775,086.33 752,449,378.64 11.03% -19.04% -20.76% 1.94% Classified by region: Australia 57,303,433.44 51,450,875.04 10.21% -8.25% -10.29% 2.04% Africa 10,842,700.35 9,273,579.96 14.47% -15.16% -12.81% -2.30% America 306,490,146.35 272,173,119.01 11.20% -19.84% -23.04% 3.70% Europe 194,967,224.92 169,559,595.38 13.03% -3.92% -5.63% 1.58% Asia 276,171,581.27 249,992,209.25 9.48% -28.11% -28.22% 0.14% Total 845,775,086.33 752,449,378.64 11.03% -19.04% -20.76% 1.94% IV. Core competitiveness analysis □ Applicable √ Inapplicable V. Investment analysis 11 1. Investments in equities of external parties (1) Investments in external parties Investments in external parties Investment amount in the reporting period Investment amount in the same period of +/-% (RMB Ten thousand) last year (RMB Ten thousand) 0.00 3,981.19 -100% Particulars about investees Proportion of the Company’s investment in Name of investee Main business the investee’s total equity interests (%) (2)Equity-holdings in financial enterprises □ Applicable √ Inapplicable (3)Securities investments □ Applicable √ Inapplicable Shareholdings in other listed companies: □ Applicable √ Inapplicable 2. Wealth management entrustment, derivative investments and entrustment loans (1)Wealth management entrustment 12 Unit: RMB Ten thousand Actual Related-party Principal Impairment Name of Payment gain/loss in Relation transaction Product variety Amount entrusted Beginning date Ending date actually provision (if Predicted gain trustee determination reporting or not recovered any) period Xiamen Huli Highest sub-branch of Break-even annualized China None No floating income 5,000 2013/6/25 2013/8/1 0 0 30.4 5.00 income rate at Construction product 6% Bank Highest Xiamen Break-even annualized International None No floating income 2,000 2013/6/28 2013/9/29 0 0 28.4 0.92 income rate at Bank product 5.5% Total 7,000 0 0 58.8 5.92 Source of the entrusted funds Self-owned funds Cumulative overdue principals and gains 0 Lawsuit (if applicable) N/A Disclosure date of the board announcement approving 2013/03/12 the wealth management entrustment (if any) Disclosure date of the general meeting announcement 2013/05/18 approving the wealth management entrustment (if any) 13 (2)Derivative investments Unit: RMB Ten thousand Related-p Proportion of the closing Actual Opening Impairment Closing Relatio arty Type of derivative Initial investment investment amount in the gain/loss in Operator Beginning date Ending date investment provision (if investment n transactio investment amount Company’s closing net assets reporting amount any) amount n or not (%) period Shanghai branch of First N/A No Forward exchange 3,136.35 8 Jul. 2013 12 Jul. 2013 0.00 3,136.35 6.46% 29.40 Sino Bank Shanghai branch of First N/A No Forward exchange 1,853.88 24 Jul. 2013 31 Jul. 2013 0.00 1,853.88 3.82% -11.76 Sino Bank Shanghai branch of First N/A No Forward exchange 3,140.90 19 Aug. 2013 30 Aug. 2013 0.00 3,140.90 6.47% 35.15 Sino Bank Huli sub-branch of China N/A No Forward exchange 1,853.88 23 Aug. 2013 23 Nov. 2013 0.00 1,853.88 3.82% -1.89 Construction Bank Zhangzhou branch of N/A No Forward exchange 1,862.16 9 Sept. 2013 9 Oct. 2013 0.00 1,862.16 3.84% 2.34 Bank of China Zhangzhou branch of N/A No Forward exchange 6,169.80 20 Sept. 2013 20 Sept. 2013 0.00 6,169.80 12.71% 15.70 China Construction Bank Zhangzhou branch of N/A No Forward exchange 1,571.15 25 Oct. 2013 25 Nov. 2013 0.00 1,571.15 3.24% 23.68 China Construction Bank Zhangzhou branch of N/A No Forward exchange 1,571.15 25 Nov. 2013 25 Dec. 2013 0.00 1,571.15 3.24% 21.63 China Construction Bank Shanghai branch of First N/A No Forward exchange 1,242.28 25 Nov. 2013 29 Nov. 2013 0.00 1,242.28 2.56% -3.18 Sino Bank Shanghai branch of First N/A No Forward exchange 3,139.15 2 Dec. 2013 31 Dec. 2013 0.00 3,139.15 6.47% 28.15 Sino Bank Zhangzhou branch of N/A No Forward exchange 1,848.36 17 Dec. 2013 31 Dec. 2013 0.00 1,848.36 3.81% 5.67 China Construction Bank 14 Related-p Proportion of the closing Actual Opening Impairment Closing Relatio arty Type of derivative Initial investment investment amount in the gain/loss in Operator Beginning date Ending date investment provision (if investment n transactio investment amount Company’s closing net assets reporting amount any) amount n or not (%) period Zhangzhou branch of N/A No Forward exchange 1,233.96 24 Dec. 2013 31 Dec. 2013 0.00 1,233.96 2.54% 6.74 China Construction Bank Zhangzhou branch of Industrial and Commercial N/A No Forward exchange 3,119.20 6 Jan. 2014 29 Jan. 2014 0.00 3,119.20 6.43% 23.25 Bank of China Shanghai branch of First N/A No Forward exchange 3,141.05 21 Jan. 2014 29 Jan. 2014 0.00 3,141.05 6.47% 32.90 Sino Bank Huli sub-branch of China N/A No Forward exchange 3,119.20 27 Jan. 2014 28 Apr. 2014 0.00 3,119.20 6.43% 9.60 Construction Bank Shanghai branch of First N/A No Forward exchange 3,120.75 10 Feb. 2014 24 Feb. 2014 0.00 3,120.75 6.43% -6.35 Sino Bank Shanghai branch of First N/A No Forward exchange 3,137.25 24 Feb. 2014 28 Feb. 2014 0.00 3,137.25 6.46% 26.90 Sino Bank Shanghai branch of First N/A No Forward exchange 3,137.05 13 Mar. 2014 20 Mar. 2014 0.00 3,137.05 6.46% 23.75 Sino Bank Huli sub-branch of China N/A No Forward exchange 3,135.75 24 Mar. 2014 28 Mar. 2014 0.00 3,135.75 6.46% 35.55 Construction Bank Shanghai branch of First N/A No Forward exchange 3,133.70 25 Mar. 2014 3 Apr. 2014 0.00 3,133.70 6.46% 18.65 Sino Bank Huli sub-branch of China N/A No Forward exchange 3,120.80 15 Apr. 2014 22 Apr. 2014 0.00 3,120.80 6.43% 9.35 Construction Bank Shanghai branch of First N/A No Forward exchange 3,107.60 30 Apr. 2014 7 May 2014 0.00 3,107.60 6.40% -19.70 Sino Bank Huli sub-branch of China N/A No Forward exchange 3,096.25 9 May 2014 13 May 2014 0.00 3,096.25 6.38% -12.50 Construction Bank 15 Related-p Proportion of the closing Actual Opening Impairment Closing Relatio arty Type of derivative Initial investment investment amount in the gain/loss in Operator Beginning date Ending date investment provision (if investment n transactio investment amount Company’s closing net assets reporting amount any) amount n or not (%) period Huli sub-branch of China N/A No Forward exchange 1,848.36 6 Jun. 2014 6 Jun. 2014 0.00 1,848.36 3.81% 5.04 Construction Bank Huli sub-branch of China N/A No Forward exchange 3,087.85 9 Jun. 2014 9 Jun. 2014 0.00 3,087.85 6.36% -6.85 Construction Bank Zhangzhou branch of N/A No Forward exchange 1,850.94 24 Jun. 2014 24 Jun. 2014 0.00 1,850.94 3.81% 13.86 China Construction Bank Shanghai branch of First N/A No Forward exchange 1,262.12 17 Jun. 2014 17 Jul. 2014 1,262.12 1,262.12 2.60% 39.10 Sino Bank Zhangzhou branch of N/A No Forward exchange 629.20 15 Jul. 2013 31 Jul. 2013 629.20 629.20 1.30% 17.09 China Construction Bank Shanghai branch of First N/A No Forward exchange 628.91 17 Jul. 2013 31 Jul. 2013 628.91 628.91 1.30% 11.79 Sino Bank Zhangzhou branch of N/A No Forward exchange 629.20 15 Aug. 2013 2 Sept. 2013 629.20 629.20 1.30% 14.72 China Construction Bank Shanghai branch of First N/A No Forward exchange 628.91 16 Aug. 2013 30 Aug. 2013 628.91 628.91 1.30% 10.49 Sino Bank Zhangzhou branch of N/A No Forward exchange 629.20 13 Sept. 2013 27 Sept. 2013 629.20 629.20 1.30% 14.29 China Construction Bank Shanghai branch of First N/A No Forward exchange 628.91 16 Sept. 2013 30 Sept. 2013 628.91 628.91 1.30% 8.99 Sino Bank Zhangzhou branch of Industrial and Commercial N/A No Forward exchange 3,145.65 19 Sept. 2013 27 Sept. 2013 3,145.65 3,145.65 6.48% 81.55 Bank of China Zhangzhou branch of N/A No Forward exchange 629.20 16 Sept. 2013 30 Sept. 2013 629.20 629.20 1.30% 13.40 China Construction Bank 16 Related-p Proportion of the closing Actual Opening Impairment Closing Relatio arty Type of derivative Initial investment investment amount in the gain/loss in Operator Beginning date Ending date investment provision (if investment n transactio investment amount Company’s closing net assets reporting amount any) amount n or not (%) period Shanghai branch of First N/A No Forward exchange 628.91 15 Oct. 2013 31 Oct. 2013 628.91 628.91 1.30% 7.99 Sino Bank Zhangzhou branch of N/A No Forward exchange 314.36 17 Oct. 2013 31 Oct. 2013 314.36 314.36 0.65% 6.02 China Construction Bank Shanghai branch of First N/A No Forward exchange 3,144.00 21 Oct. 2013 31 Oct. 2013 3,144.00 3,144.00 6.48% 50.80 Sino Bank Zhangzhou branch of N/A No Forward exchange 314.36 8 Oct. 2013 31 Oct. 2013 314.36 314.36 0.65% 5.61 China Construction Bank Shanghai branch of First N/A No Forward exchange 3,145.55 21 Nov. 2013 30 Nov. 2013 3,145.55 3,145.55 6.48% 59.65 Sino Bank Shanghai branch of First N/A No Forward exchange 3,144.00 8 Nov. 2013 10 Dec. 2013 3,144.00 3,144.00 6.48% 53.00 Sino Bank Shanghai branch of First N/A No Forward exchange 309.68 2 Dec. 2013 20 Dec. 2013 0.00 309.68 0.64% -2.51 Sino Bank Shanghai branch of First N/A No Forward exchange 307.47 22 Jul. 2013 26 Jul. 2013 0.00 307.47 0.63% -1.88 Sino Bank Shanghai branch of First N/A No Forward exchange 304.91 22 Jul. 2013 26 Aug. 2013 0.00 304.91 0.63% -7.28 Sino Bank Shanghai branch of First N/A No Forward exchange 304.99 26 Aug. 2013 30 Aug. 2013 0.00 304.99 0.63% -5.01 Sino Bank Shanghai branch of First N/A No Forward exchange 189.74 19 Aug. 2013 23 Aug. 2013 0.00 189.74 0.39% 3.67 Sino Bank Shanghai branch of First N/A No Forward exchange 316.23 24 Sept. 2013 27 Sept. 2013 0.00 316.23 0.65% -0.44 Sino Bank Shanghai branch of First N/A No Forward exchange 322.61 21 Oct. 2013 25 Oct. 2013 0.00 322.61 0.66% 12.49 17 Related-p Proportion of the closing Actual Opening Impairment Closing Relatio arty Type of derivative Initial investment investment amount in the gain/loss in Operator Beginning date Ending date investment provision (if investment n transactio investment amount Company’s closing net assets reporting amount any) amount n or not (%) period Sino Bank Zhangzhou branch of N/A No Forward exchange 629.20 15 Jan. 2013 28 Jan. 2013 629.20 629.20 1.30% 3.26 China Construction Bank Zhangzhou branch of N/A No Forward exchange 628.71 21 Jan. 2013 28 Jan. 2013 628.71 628.71 1.30% 1.89 China Construction Bank Suzhou branch of First N/A No Forward exchange 628.91 17 Jan. 2013 29 Jan. 2013 628.91 628.91 1.30% 2.85 Sino Bank Suzhou branch of First N/A No Forward exchange 1,264.72 2 Jan. 2013 29 Jan. 2013 1,264.72 1,264.72 2.61% 14.60 Sino Bank Suzhou branch of First N/A No Forward exchange 1,897.08 2 Jan. 2013 30 Jan. 2013 1,897.08 1,897.08 3.91% 23.25 Sino Bank Suzhou branch of First N/A No Forward exchange 628.91 14 Feb. 2013 21 Feb. 2013 628.91 628.91 1.30% 2.90 Sino Bank Suzhou branch of First N/A No Forward exchange 1,256.28 22 Feb. 2013 22 Feb. 2013 0.00 1,256.28 2.59% -9.78 Sino Bank Suzhou branch of First N/A No Forward exchange 1,256.28 22 Feb. 2013 25 Feb. 2013 0.00 1,256.28 2.59% -10.20 Sino Bank Zhangzhou branch of N/A No Forward exchange 629.20 15 Feb. 2013 25 Feb. 2013 629.20 629.20 1.30% 2.52 China Construction Bank Suzhou branch of First N/A No Forward exchange 628.14 22 Feb. 2013 26 Feb. 2013 0.00 628.14 1.29% -4.74 Sino Bank Suzhou branch of First N/A No Forward exchange 1,260.04 1 Mar. 2013 8 Mar. 2013 1,260.04 1,260.04 2.60% 6.62 Sino Bank Suzhou branch of First N/A No Forward exchange 1,261.34 8 Mar. 2013 15 Mar. 2013 1,261.34 1,261.34 2.60% 7.54 Sino Bank 18 Related-p Proportion of the closing Actual Opening Impairment Closing Relatio arty Type of derivative Initial investment investment amount in the gain/loss in Operator Beginning date Ending date investment provision (if investment n transactio investment amount Company’s closing net assets reporting amount any) amount n or not (%) period Zhangzhou branch of N/A No Forward exchange 629.20 15 Mar. 2013 20 Mar. 2013 629.20 629.20 1.30% 4.28 China Construction Bank Suzhou branch of First N/A No Forward exchange 628.91 15 Mar. 2013 20 Mar. 2013 628.91 628.91 1.30% 4.20 Sino Bank Zhangzhou branch of N/A No Forward exchange 3,142.30 25 Mar. 2013 25 Mar. 2013 0.00 3,142.30 6.47% 2.95 China Construction Bank Zhangzhou branch of N/A No Forward exchange 629.20 15 Apr. 2013 19 Apr. 2013 629.20 629.20 1.30% 7.49 China Construction Bank Suzhou branch of First N/A No Forward exchange 628.91 16 Apr. 2013 19 Apr. 2013 628.91 628.91 1.30% 7.41 Sino Bank Suzhou branch of First N/A No Forward exchange 942.21 22 Apr. 2013 24 Apr. 2013 0.00 942.21 1.94% 2.57 Sino Bank Suzhou branch of First N/A No Forward exchange 942.21 22 Apr. 2013 25 Apr. 2013 0.00 942.21 1.94% 3.83 Sino Bank Suzhou branch of First N/A No Forward exchange 1,260.24 9 May 2013 9 May 2013 1,260.24 1,260.24 2.60% 26.67 Sino Bank Zhangzhou branch of N/A No Forward exchange 629.20 15 May 2013 17 May 2013 629.20 629.20 1.30% 11.47 China Construction Bank Suzhou branch of First N/A No Forward exchange 628.91 17 May 2013 21 May 2013 628.91 628.91 1.30% 12.25 Sino Bank Suzhou branch of First N/A No Forward exchange 634.30 28 May 2013 30 May 2013 634.30 634.30 1.31% 23.30 Sino Bank Suzhou branch of First N/A No Forward exchange 628.91 14 Jun. 2013 14 Jun. 2013 628.91 628.91 1.30% 15.29 Sino Bank Zhangzhou branch of N/A No Forward exchange 629.20 17 Jun. 2013 17 Jun. 2013 629.20 629.20 1.30% 15.46 19 Related-p Proportion of the closing Actual Opening Impairment Closing Relatio arty Type of derivative Initial investment investment amount in the gain/loss in Operator Beginning date Ending date investment provision (if investment n transactio investment amount Company’s closing net assets reporting amount any) amount n or not (%) period China Construction Bank Suzhou branch of First N/A No Forward exchange 356.18 31 Jan. 2013 31 Jan. 2013 0.00 356.18 0.73% 11.71 Sino Bank Suzhou branch of First N/A No Forward exchange 356.18 29 Feb. 2013 20 Feb. 2013 0.00 356.18 0.73% 21.16 Sino Bank Suzhou branch of First N/A No Forward exchange 363.17 1 Mar. 2013 21 Mar. 2013 363.17 363.17 0.75% 36.12 Sino Bank Suzhou branch of First N/A No Forward exchange 358.51 25 Mar. 2013 28 Mar. 2013 0.00 358.51 0.74% 25.92 Sino Bank Suzhou branch of First N/A No Forward exchange 348.36 22 Apr. 2013 22 Apr. 2013 0.00 348.36 0.72% 36.11 Sino Bank Suzhou branch of First N/A No Forward exchange 338.80 27 May 2013 29 May 2013 0.00 338.80 0.70% 32.06 Sino Bank Suzhou branch of First N/A No Forward exchange 332.43 17 Jun. 2013 19 Jun. 2013 0.00 332.43 0.68% 5.72 Sino Bank Total 117,713.01 -- -- 35,620.74 117,713.01 242.62% 1,045.29 Capital source for derivative investment Self-owned funds Disclosure date of the board announcement approving the wealth 12 Mar. 2013 management entrustment (if any) Disclosure date of the general meeting announcement approving the wealth 18 May 2013 management entrustment (if any) Analysis on risks and control measures of derivative products held in the 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. reporting period (including but not limited to market risk, liquidity risk, 2. Control measures: credit risk, operation risk, law risk, etc.) (1) Principle: The purpose of the financial derivative operation is to avoid risks. The Company shall not conduct transactional operation for other purposes than risk avoidance. The Company shall not conduct complex derivative trading above the actual operation needs and shall not speculate in derivative trading with hedging as an 20 Related-p Proportion of the closing Actual Opening Impairment Closing Relatio arty Type of derivative Initial investment investment amount in the gain/loss in Operator Beginning date Ending date investment provision (if investment n transactio investment amount Company’s closing net assets reporting amount any) amount n or not (%) period excuse. The overall contractual amount for risk avoidance of the Company shall not exceed the summation of the net risk exposure of the existing assets and liabilities and the net risk exposure of assets and liabilities arising from the operation of the Company in the coming year. (2) Staff requirements: Personnel taking part in the investment shall all fully understand the risks of derivative investment and strictly execute the business operation and risk management mechanisms for derivative investment. (3) Operation standardization: Before making a derivative investment, the Company shall rationally equip itself with professional personnel for investment decision-making, business operation, risk control, etc. It shall also inquire and compare among various markets and products. Besides, it shall strictly control the variety and size of derivative investment and try to choose derivative trading on exchange as much as possible. (4) Periodic evaluation: Derivative investments shall be evaluated at least twice for a month and the evaluation report shall be sent to a high-ranking executive authorized by the Board of Directors. And a derivative investment report shall be sent to the Board of Directors annually. (5) Loss limit: The investment loss on a single derivative and all the investment loss shall not exceed 20% of the total investment amount. (6) Audit system: The audit department audits derivative product trading periodically and submits audit reports to relevant units. (1) Gains and losses effected by completed transaction amount of derivative products was RMB 3.4669 million, and gain from undelivered transaction was RMB 7.3492 Changes of market prices or fair values in the reporting period of the million in the reporting period. invested derivatives. And the analysis on the fair value of the derivatives (2) The former contracted bank provided monthly sheets of estimated exchange rates for the undue contracted forward exchanges on the last trading day of the month. should include the specific use methods and the relevant assumptions and (3) The profit and loss from fair value changes of the derivative was confirmed according to the difference between the contracted amount undue by the month*the parameters. estimated exchange rate and the currency amount when bought in. Whether significant changes occurred to the Company’s accounting policy There were no significant changes between the Company’s accounting policy and specific accounting principles of derivatives in the reporting period and those in the and specific accounting principles of derivatives in the reporting period last reporting period. compared to the previous reporting period The Company has carried out a strict internal assessment for the financial derivative business and has established a corresponding supervision mechanism. We are of the Special opinion from independent directors, sponsor or financial consultant opinion that the financial derivative business conducted by the Company is fairly necessary in its routine operation and is in compliance with relevant laws and on the Company’s derivatives investment and risk control regulations, with the risks controllable. 21 (3)Entrustment loans □ Applicable √ Inapplicable 3. Use of raised funds (1)Overview of the use of raised funds □ Applicable √ Inapplicable (2)Projects invested with raised funds as promised □ Applicable √ Inapplicable (3)Change of raised-funds-invested projects □ Applicable √ Inapplicable (4)Projects invested with raised funds □ Applicable √ Inapplicable 22 4. Analysis to main subsidiaries and stock-participating companies Operating Operating Total assets Net assets (RMB Net profit (RMB Company name Company variety Industry Main products/services Registered capital revenues (RMB profit (RMB (RMB Yuan) Yuan) Yuan) Yuan) Yuan) Development, production and sale of small home appliances, Tsann Kuen Small home Controlled new-typed electronic components, light industrial products (Zhangzhou) appliance USD 160 million 2,223,624,671.36 1,309,295,581.86 852,286,404.30 15,421,455.38 17,838,254.37 subsidiary and modern office supplies; design and manufacture molds of Enterprise Co., Ltd. manufacture the aforesaid products Xiamen Star Wholly-owned International Travel Tourism Inbound and domestic tourism services RMB 5 million 840,111.23 840,111.23 0.00 -3,183.93 -148.99 subsidiary Service Co., Ltd. Tsann Kuen Small home Production and sale of household appliances, electronic, light Controlled (Shanghai) Enterprise appliance industry products, modern office equipments and their related USD 40 million 94,777,272.06 91,576,750.33 1,157,325.31 -2,337,415.69 -2,337,415.69 subsidiary Co., Ltd. manufacture molds Tsann Kuen Subsidiary of a Small home Development and production of small household electrical (Zhangzhou) South controlled appliance appliances, new kind of electronic appliances and parts, light RMB 5 million 11,958,322.25 11,398,542.37 0.00 198,441.50 198,441.50 Port Electronics subsidiary manufacture industrial products, modern office supplies Enterprise Co., Ltd. Tsann Kuen Non-corporate Secondary (Zhangzhou) unit of a vocational Secondary vocational education RMB 3 million 1,067,048.79 -928,421.20 327,243.41 62,913.11 125,356.24 Vocational Technical controlled education Institute subsidiary Import & Export, Wholesales, retail and its after-sale services of household appliances, computer sets and their components, Shanghai Star Subsidiary of a Sale of communication equipments, mechanical and electrical RMB 4.95 million Commerce & Trade controlled household 14,925,025.27 5,291,362.99 1,405,762.29 -301,877.02 -302,877.02 equipments, office supplies and the related attachments Co., Ltd. subsidiary appliances (including kitchen facilities). Self-operating and acting as an agent of various kinds of merchandise and import & export of 23 Operating Operating Total assets Net assets (RMB Net profit (RMB Company name Company variety Industry Main products/services Registered capital revenues (RMB profit (RMB (RMB Yuan) Yuan) Yuan) Yuan) Yuan) technology; wholesale and retail of roasted coffee powder and general merchandise, as well as other sales (not real foods) Wholesale and retail: daily necessities, household appliances, computer sets and auxiliary products, communication Xiamen Star Subsidiary of a Sale of equipments, electrical and mechanical equipments, office Commerce & Trade controlled household supplies, kitchen supplies and their auxiliary products; Import RMB 30 million 10,725,410.72 10,701,117.91 0.00 -10,090,115.87 -12,072,228.24 Co., Ltd. subsidiary appliances and export of various goods and technologies, while excluding those products and technologies restricted by the government or to be imported or exported. Wholesale and retail: daily necessities, household appliances, computer sets and auxiliary products, communication equipments, electrical and mechanical equipments, office Xiamen Star Subsidiary of a Sale of supplies, kitchen supplies and their auxiliary products; Import Comgistic Capital controlled household RMB 28 million 27,989,053.50 27,989,053.50 0.00 8,017.19 8,017.19 and export of various goods and technologies (Without the Co., Ltd subsidiary appliances attachments of catalogue of export & import products), while excluding those products and technologies restricted by the government or to be imported or exported. Subsidiary of a East Sino Trade and controlled Business investment HKD 135,993,000 107,741,712.27 107,712,311.61 0.00 -45,251.60 -45,251.60 Development Limited investment subsidiary Subsidiary of a Pt.Star Comgistic Home appliance Production and sale of home appliances, electronics, light controlled USD 17.5 million 102,038,862.22 76,354,895.12 18,152,423.72 -9,996,400.24 -10,023,569.55 Indonesia manufacture industrial products and modern office supplies subsidiary 24 5. Significant projects of investments with non-raised funds □ Applicable √ Inapplicable VI. Predict the operating results of Jan.-Sept. 2013 Warning of possible loss or considerable YoY change of the accumulated net profit made during the period-begin to the end of the next reporting period according to prediction, as well as explanations on the reasons: √ Applicable □ Inapplicable Prediction: turning deficit to profit Type of the predicted data: interval data Item Jan.-Sept. 2013 Jan.-Sept. 2012 +/- (%) Predicted accumulative net profit (RMB 1,700-2,100 -222 866%-1046% Ten thousand) Basic EPS (RMB Yuan/share) 0.09-0.11 -0.01 1000%-1200% The Company strictly controlled the procurement costs, enhanced the internal operation and management and optimized the production and sales processes. As a Explanation about the predictions result, the overall gross profit and the management and sales expenses improved over last year. VII. Implementation of profit allocation during the reporting period Profit allocation plan implemented during the reporting period, especially execution and adjustment of the cash dividend plan and the plan for turning capital reserve into share capital: √ Applicable □ Inapplicable As the profit allocation plan for 2012, the Company, based on the total 185,391,680 shares as at the end of 2012, distributed a cash dividend of RMB 0.85 (tax included) for every 10 shares held by its shareholders. The distribution was completed on 26 Jun. 2013. For details, see the “Announcement on Implementation of the Equity Distribution for 2012” disclosed on Securities Times, Ta Kung Pao (HK) and http://www.cninfo.com.cn on 19 Jun. 2013. VIII. Pre-plan for profit allocation and turning capital reserve into share capital for the reporting period □ Applicable √ Inapplicable 25 IX. Particulars about researches, visits and interviews received in this reporting period Place of Way of Main discussion and materials provided Time of reception Visitor type Visitor reception reception by the Company Operation of the Company, B-share 19 Jan. 2013 Office By phone Individual Mr. Yu policies, with no written materials provided by the Company Operation of the Company, B-share 7 Feb. 2013 Office By phone Individual Mr. Yang policies, with no written materials provided by the Company Information about the annual report of the 13 Mar. 2013 Office By phone Individual Mr. Yu Company, with no written materials provided by the Company Securities and Custody 26 Jun. 2013 Office By phone Institution Dividend distribution and tax deduction Services of HSBC V. Significant Events (I) Corporate governance Company governance practice has no difference with requirements of relevant law and rules of Company Law and CSRC (II) Significant litigations and arbitrations □Applicable √Inapplicable (III) Media’s questions □Applicable √Inapplicable (IV) Bankruptcy or reorganization events □Applicable √Inapplicable (V) Assets transaction events 1. Purchase of assets □Applicable √Inapplicable 26 2. Sale of assets Unit: RMB Ten Thousand Net profit Ratio of Relationship Whether or Whether or not contributed the net between the not the the creditor’s to the Company Related- Impact profit contributed transaction party ownership of right and Transaction Disposal Transacti from the Pricing party Disclosur Disclosur Assets sold to the by the asset to and the Company the asset liabilities party date on price period-begin principle transacti e date e index company the Company (applicable for involved has involved have to the on or not to the related-party been fully been fully disposal total profit (%) transactions) transferred transferred date PT TSANN KUEN Under control of Open, fair related PROPERTY Electronic 28, May, the same actual inapplica inapplica 0.23 0.23 0.02% and just enterpris Yes Yes DEVELOPME equipment 2013 5.08 controller ble ble principle es NT INDONESIA Zhangzhou Hardware Settled Not 2013.01.31 0.29 0.29 0.03% inapplicable Canming device 0.30 according related Injection to the enterpris Zhangzhou 31, Jan, molding 0.39 0.39 0.04% contract es Chuangyi 2013 0.40 devices signed by Zhangzhou 31, Jan, both parties Other devices 0.69 0.69 0.07% Hongyuan 2013 0.81 Zhangzhou Die casting 31, Jan, 0.21 0.21 0.02% Ruicheng devices 2013 0.25 Zhangzhou Die casting 31, Jan, 0.47 0.47 0.04% Yufeng devices 2013 0.50 Injection Zhangzhou molding 2013.02.28 1.25 1.25 0.12% LianFuxin 1.27 devices Cheng Housings 2013.03.31 65.56 65.56 6.29% Qingling 80.25 Xiamen Jin Die casting 2013.03.31 3.43 3.43 0.33% Shengrong devices 3.50 Xiamen Other devices 2013.03.31 2.13 2.13 0.20% Weiyao 2.20 Zhangzhou Die casting 2013.03.31 3.73 3.73 0.36% Boer devices 3.80 Zhangzhou Die casting 2013.03.31 2.06 2.06 0.20% Huatai devices 2.10 Zhangzhou Other devices 2013.03.31 0.22 0.22 0.02% Kunyi 0.23 27 Net profit Ratio of Relationship Whether or Whether or not contributed the net between the not the the creditor’s to the Company Related- Impact profit contributed transaction party ownership of right and Transaction Disposal Transacti from the Pricing party Disclosur Disclosur Assets sold to the by the asset to and the Company the asset liabilities party date on price period-begin principle transacti e date e index company the Company (applicable for involved has involved have to the on or not to the related-party been fully been fully disposal total profit (%) transactions) transferred transferred date Injection Zhangzhou molding 2013.03.31 0.09 0.09 0.01% Lanboni 0.09 devices Zhangzhou Die casting 2013.03.31 2.55 2.55 0.24% Yingfa devices 2.60 Xiamen Die casting 2013.04.30 7.47 7.47 0.72% JinShengrong devices 9.00 Xiamen Other devices 2013.04.30 2.14 2.14 0.20% LianFuxin 2.50 Zhangzhou Die casting 2013.04.30 1.18 1.18 0.11% Boer devices 1.20 Zhangzhou Other devices 2013.04.30 1.03 1.03 0.10% XinJiafeng 1.20 Zhangzhou Die casting 2013.04.30 1.69 1.69 0.16% Yixin devices 1.76 Zhangzhou Die casting 2013.05.31 1.46 1.46 0.14% Hecheng devices 1.65 Zhanghou Hardware 2013.05.31 7.01 7.01 0.67% Xangkun devices 9.77 Electronic Tommy 2013.06.29 -0.72 -0.72 -0.07% equipment 0.19 Die casting Hecheng 2013.06.30 1.54 1.54 0.15% devices 1.80 Ruida Other devices 2013.06.30 4.71 4.71 0.45% 4.80 Shenzhen Hardware 2013.06.30 6.02 6.02 0.58% Dachang devices 15.50 Shenzhen Hardware 2013.06.30 12.74 12.74 1.22% Hua Yuede devices 22.00 Hardware Xiamen Deri 2013.06.30 3.82 3.82 0.37% devices 5.56 Xiamen Hardware 2013.06.30 0.29 0.29 0.03% Yichengda devices 0.30 Zhangzhou Die casting 2013.06.30 0.25 0.25 0.02% Boer devices 0.25 Zhangzhou Die casting 2013.06.30 -1.64 -1.64 -0.16% 28 Net profit Ratio of Relationship Whether or Whether or not contributed the net between the not the the creditor’s to the Company Related- Impact profit contributed transaction party ownership of right and Transaction Disposal Transacti from the Pricing party Disclosur Disclosur Assets sold to the by the asset to and the Company the asset liabilities party date on price period-begin principle transacti e date e index company the Company (applicable for involved has involved have to the on or not to the related-party been fully been fully disposal total profit (%) transactions) transferred transferred date Jingjin devices 70.51 Zhangzhou Bakelite Rong 2013.06.30 7.28 7.28 0.70% equipment 7.42 Xinsheng Zhangzhou Die casting 2013.06.30 4.52 4.52 0.43% Ruicheng devices 4.70 Zhangzhou Bakelite 2013.06.30 2.89 2.89 0.28% Shunkun equipment 10.00 Zhangzhou Hardware 2013.06.30 14.52 14.52 1.39% Xiangkun devices 35.00 Total 161.47 161.47 15.49% 308.49 3. Business combination See the description of change of consolidation scope in notes to financial staments. VI. Implementation situation and influence of equity incentive plan of the Company □ Applicable √ Inapplicable VII. Significant related-party transactions 29 1. Related-party transaction relevant to routine operation Transactio Pricing principle Transaction Proportion in Settlement Type of the Content of the n of the amount same kind of method of the Market Disclosu Disclosure Related party Relationship related-party related-party price(RM transaction related-party (RMB Ten transactions related-party price re date index transaction BTen transaction thousand) (%) transaction thousand) Company directly controlled by key Purchase of raw Thermaster Electronic management Purchase of parts and 1,706.68 3.21 (Xiamen) Ltd. personnel and their commodities mechanical parts close family members Purchase of raw STAR COMGISTIC Ultimate controlling Purchase of parts and 262.71 0.49 CAPITAL CO.,LTD. company commodities mechanical parts Under the control of TSANN KUEN Sales of Sales of parts and the same ultimate 3,687.37 4.36 JAPAN CO., LTD commodities finished products controlling company STAR COMGISTIC Ultimate controlling Sales of Sales of parts and 1,345.37 1.59 CAPITAL CO.,LTD. company commodities finished products STAR COMGISTIC Ultimate controlling Revenue from Procurement agency fee 11.15 100.00 CAPITAL CO.,LTD. company service Settled according Under the control of Expense for repair, TSANN KUEN Revenue from Open, fair and to the contract 12 Mar. www.cninf the same ultimate exchange and No 12.22 0.11 No o.com.cn JAPAN CO., LTD service just principle signed by both 2013 controlling company return of goods parties STAR Under the control of INTERNATIONAL Revenue from the same ultimate service Cost of services 31.81 0.19 TRAVEL SERVICES controlling company CO.,LTD PT.TSANNKUEN Under the control of PROPERTY the same actual Sale of Plant Sale of Plant Assets 5.08 0.01 DEVELOPMENT controller Assets INDONESIA Under the control of PT.TSANNKUEN the same actual Purchase of Purchase of Plant 13.95 0.01 INDONESIA controller Plant Assets Assets Under the control of TSAN KUEN the same actual Rendering TRADING Rental of plants 150.00 5.60 CO.,LTD(XIAMEN) controller of service Total 7,226.34 Details of large amount of sales returns No 30 Transactio Pricing principle Transaction Proportion in Settlement Type of the Content of the n of the amount same kind of method of the Market Disclosu Disclosure Related party Relationship related-party related-party price(RM transaction related-party (RMB Ten transactions related-party price re date index transaction BTen transaction thousand) (%) transaction thousand) As for the prediction on the total amount of routine related-party transactions to be The amount for the above related-party transactions were not exceed the predicted amount in the Announcement on occurred in the reporting period by relevant types, the actual performance in the Prediction of the 2013 Annual Routine Related-party Transactions disclosed on Securities Times, Hong Kong Ta Kung Pao reporting period and http://www.cninfo.com.cn dated 12 Mar. 2013. The pricing principle of the related-party transaction of the Company was in accordance with the Pricing Arrangement on Reason for significant difference between the transaction price and the market price Transactions between Related Enterprises signed with national taxation bureau, which was made by referring to the horizontal fair trading principle. 2. Related-party transactions regarding purchase and sales of assets √Applicable □Inapplicable Book value Pricing Transaction of the Assessed value Transfer Settlement Type of the Content of the principle of Market fair profit or transferred of transferred price method of the Disclosure Related party Relationship related-party related-party the value (RMB loss(RMB Disclosure date assets assets (RMB (RMB Ten related-party index transaction transaction related-party Ten Thousand) Ten (RMB Ten Ten Thousand)) Thousand) transaction transaction Thousand) Thousand) According to Settled Dalian Star the price in according to International Subsidiary of Equity Equity Travel Service subsidiary transfer transfer the contract 0.00 Inapplicable Inapplicable 10.00 the contract 4.27 Inapplicable Inapplicable signed by signed by Co., Ltd. both parties both parties The reasons of the differences between transfer price and book value No Impacts on the company’s operating results ans financial condiction No 3. Significant related-party transitions with joint investments □Applicable √Inapplicable 4. Significant credits and liabilities with related parties Was there any non-operating credit or liability with any related party? □ Yes √No 31 5. Other significant related-party transactions □Applicable √Inapplicable VIII Significant contracts and execution 1. Particulars about trusteeship, contract and lease (1) Status of trust □Applicable √Inapplicable (2) Contract □Applicable √Inapplicable (3)Particulars about leasing √Applicable □Inapplicable Involved Influences of Name of Status of amount of the Rental income Recognition Name of Innitial date Ending date rental income Related-party contract-out leased leased assets (RMB Ten basis of rental Relationship leasor of leasing of leasing on the transaction or not party assets (RMB Ten Thousand) income Company Thousand) Xiamen According to the Xiamen Tsann Zhou Bao Houses price in the Kuen Enterprise You 4,475.45 1 Jan,2013 30 Jun,2013 285 27.34% No No and land contract signed Co., Ltd. logistics by both parties co., LTD 32 2. Guarantees provided by the Company Unit: RMB Ten Thousand Guarantees provided by the Company for external parties (excluding those for subsidiaries) Actual Guarantee Disclosure date of Amount occurrence Actual Execut for a Guarantee Type of relevant for date (date guarantee Period of guarantee ed or related d party guarantee announcement guarantee of amount not party or agreement) not One year since the 2012-12-04 2,471.48 0.00 Warranty liability period No No expired PT. Star One year since the 2012-12-04 Comgistic 1,235.74 2013-1-29 16.81 Warranty liability period No No Indonesia expired One year since the 2012-12-04 3,089.35 2013-6-3 0.00 Warranty liability period No No expired Total actual occurred Total external guarantee line amount of external approved during the 0.00 16.81 guarantee during the reporting period (A1) reporting period (A2) Total external guarantee line Total actual external that has been approved at the guarantee balance at 6,796.57 16.81 end of the reporting period the end of the (A3) reporting period (A4) Guarantees provided by the Company for its subsidiaries Actual Guarantee Disclosure occurrence Actual Execut for a Guarantee date of Amount for Type of date (date guarantee Period of guarantee ed or related d party relevant guarantee guarantee of amount not party or announcement agreement) not No No No No No No No No No Total actual occurred Total guarantee line amount of guarantee approved for the subsidiaries 0.00 for the subsidiaries 0.00 during the reporting period during the reporting (B1) period (B2) Total actual guarantee Total guarantee line that has balance for the been approved for the 0.00 subsidiaries at the end 0.00 subsidiaries at the end of the of the reporting reporting period(B3) period (B4) Total guarantee amount provided by the Company (total of the above-mentioned two kinds of guarantees) Total actual occurred Total guarantee line amount of guarantee approved during the 0.00 0.00 during the reporting reporting period (A1+B1) period (A2+B2) Total guarantee line Total guarantee line that has that has been been approved at the end of 0.00 approved at the end of 0.00 the reporting period the reporting period (A3+B3) (A3+B3) Proportion of total guarantee amount (A4+B4) to the net assets 0.03% of the Company Of which: Amount of guarantee for shareholders, actual controller and 0.00 related parties (C) Amount of debt guarantee provided for the guaranteed party whose asset-liability ratio is not less than 70% directly or 0.00 indirectly (D) Part of the amount of the total guarantee over 50% of net assets 0.00 33 (E) Total amount of the above three guarantees (C+D+E) 0.00 Explanation on possible bearing joint responsibility of Naught liquidation due to immature guarantee Explanation on provision of guarantees for external parties in Naught violation of the prescribed procedure 3. Other significant contracts □Applicable √Inapplicable 4. Other significant transaction □Applicable √Inapplicable VIIII.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 Commitment Time of making Period of Commitment Contents Fulfillment maker commitment commitment Commitment on share Naught Naught Naught Naught Naught reform Commitment in the acquisition report or the Naught Naught Naught Naught Naught report on equity changes Commitments made upon Naught Naught Naught Naught Naught the assets replacement Commitments made upon Naught Naught Naught Naught Naught first issuance or refinance Based on the confidence on the continuous and stable development of the Company, it committed to The Company’s increase the shareholding if the stocks resumed Company’s stock price lower than trading on 31 Dec. HKD2.40 per share after the 2012, but the implementation of the shares Company’s stock contraction and trading resumption, price hasn’t met and it would increase no more than Within one year the condition for 2% shares (i.e. 370,780,000 shares) FILLMAN since the date of shareholding Other commitments made to of the total shares issued by the INVESTMENTS 28 Nov. 2012 initial increase since the minority shareholders Company within one year since the LIMITED shareholding date of trading date of initial shareholding increase. increase resumption, If the plan on increasing holding 2% FILLMAN shares of the total shares is Investment completed, if the stock price hasn’t Limited hasn’t reached the target price, it will implemented the perform relevant approval shareholding procedures, and propose to CSRC increase plan. on continuous implementation of shareholding increase by exemption of offering. Executed timely or not? Yes Detailed reason for failing The Company’s stock price was not reach the condition of shareholding increase, if the company’s stock price to execute and the next plan is lower than HKD2.40 per share in future, implete the shareholding increase plan. (if any) X. Particulars about engagement and disengagement of CPAs firm Has this semi-annual report been audited? □ Yes √ No 34 XI. Particulars about punishment and rectification □ Yes √ No Explaination on rectification □Applicable √Inapplicable XII. Explanation on other significant events □ Yes √ No VI. Change in Share Capital and Particulars about Shareholders I. Particulars about the changes in share capital Unit: share Before the change Increase/decrease in the change (+,-) After the change Capitalizat Issuance ion of Proporti Bonus Subtot Number of new public Other Number Proportion on shares al shares reserve fund I. listed shares 185,391,680 100% 185,391,680 100% 1. Domestically listed 185,391,680 100% 185,391,680 100% foreign shares II.Total shares 185,391,680 100% 185,391,680 100% Reasons for change in share capital □Applicable √Inapplicable Particulars about the approvement of the change in share capital □Applicable √Inapplicable The transfer of change in share capital □Applicable √Inapplicable Change in share capital’s impacts on basic EPS and diluted EPS in recent year and recent issue, and net assets per share attributed to equity shareholder and financial index etc. □Applicable √Inapplicable Other contents was necessary to the company or the securities regulators required to be disclosed □Applicable √Inapplicable Changes of the Company’s share number and structure, as well as the corresponding changes in its asset-liability structure □Applicable √Inapplicable II. Total number of shareholders and their shareholding Unit: share Total number of shareholders at 26,424 the reporting period Particulars about shares held by shareholders with a shareholding percentage over 5% Total Pledged or frozen shares Increase/decrease Number of Number of Name of Nature of Shareholding shares held during the non-tradable tradable Status of Number of shareholder shareholder percentage (%) at the reporting period shares held shares held shares shares period-end FORDCHEE Foreign DEVELOPMENT 29.1% 53,940,530 0 0 53,940,530 Naught Naught corporation LIMITED 35 EUPA INDUSTRY Foreign 13.83% 25,633,718 0 0 25,633,718 Naught Naught CORPORATION corporation LIMITED FILLMAN Foreign INVESTMENTS 2.49% 4,621,596 0 0 4,621,596 Naught Naught corporation LIMITED Domestic Chen Yongquan 0.9% 1,668,747 0 0 1,668,747 Naught Naught natural person Domestic Zhou Jie 0.83% 1,538,000 0 0 1,538,000 Naught Naught natural person Foreign Xia Qianru 0.7% 1,299,545 0 0 1,299,545 Naught Naught natural person Foreign Chen Lijuan 0.55% 1,012,791 0 0 1,012,791 Naught Naught natural person Foreign Chen Yongqing 0.53% 981,598 0 0 981,598 Naught Naught natural person CSC Foreign SECURITIES 0.47% 869,522 0 0 869,522 Naught Naught corporation (HK) LTD. Foreign Cai Shuhui 0.39% 715,739 0 0 715,739 Naught Naught natural person The top three shareholders are the Company’s corporate controlling shareholders. Shareholder Explanation on associated Tsai Shuhui is the wife of Wu Tsann Kuen, the Company’s actual controller. It is unknown to the relationship or/and persons acting Company whether there exists associated relationship among the shareholders above or they are in concert among the acting-in-concert entities as stipulated in the Administrative Measures on Information Disclosure above-mentioned shareholders: of Changes in Shareholding of Listed Companies. Particulars about shares held by the top ten shareholders holding shares not subject to trading moratorium Type of shares Name of shareholder Number of tradable shares held at the year-end Type Number FORDCHEE DEVELOPMENT 53,940,530 53,940,530 LIMITED EUPA INDUSTRY 25,633,718 25,633,718 CORPORATION LIMITED FILLMAN INVESTMENTS 4,621,596 4,621,596 LIMITED Chen Yongquan 1,668,747 Domestically 1,668,747 listed foreign Zhou Jie 1,538,000 shares 1,538,000 Xia Qianru 1,299,545 1,299,545 Chen Lijuan 1,012,791 1,012,791 Chen Yongqing 981,598 981,598 CSC SECURITIES (HK) LTD. 869,522 869,522 Cai Shuhui 715,739 715,739 Explanation on associated The top three shareholders are the Company’s corporate controlling shareholders. Shareholder relationship or/and persons acting in Tsai Shuhui is the wife of Wu Tsann Kuen, the Company’s actual controller. It is unknown to concert among the top ten tradable the Company whether there exists associated relationship among the shareholders above or they shareholders and between the top are acting-in-concert entities as stipulated in the Administrative Measures on Information ten tradable shareholders and the top Disclosure of Changes in Shareholding of Listed Companies. ten shareholders III. Particulars about the controlling shareholder Change in controlling shareholder in reporting period □ Applicable √ Inapplicable Change of the actual controller during the reporting period □ Applicable √ Inapplicable 36 VII. Directors, Supervisors, Senior Management Staffs and Employees I. Changes in shareholding of directors, supervisors and senior management staffs □ Applicable √ Inapplicable II. Changes in engagement and dismissal of Directors, Supervisors and Senior Management Staffs within the reporting period □ Applicable √ Inapplicable VIII. Financial Report I. Auditor’s Report The company's semiannual financial report was not audited. II. Financial Statement (Attached) 1. Balance sheet 2. Income statement 3. Cash flow statement 4. Statement of Change in Owners’ Equity 5. Notes to the Financial Statements IX. Documents Available 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: 2 Aug. 2013 37 1. Consolidated balance sheet Prepared by Tsann Kuen (China) Enterprise Co., Ltd. Unit: RMB Yuan Iterm 30 Jun. 2013 31 Dec. 2012 Current Assets: Monetary funds 920,204,606.38 759,361,575.52 Settlement reserves Intra-group lendings Transactional financial assets 6,985,964.05 0.00 Notes receivable 5,277,843.70 3,356,956.00 Accounts receivable 246,560,301.06 302,133,025.05 Accounts paid in advance 5,028,681.71 3,348,515.58 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable 5,147,035.46 5,231,397.36 Dividend receivable 0.00 0.00 Other accounts receivable 27,283,582.43 41,516,107.15 Financial assets purchased under agreements to resell Inventories 213,007,337.73 242,578,891.54 Non-current assets due within 1 year 228,918.82 2,434,759.94 Other current assets 70,000,000.00 0.00 Total current assets 1,499,724,271.34 1,359,961,228.14 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 520,853.94 3,370,946.33 Long-term equity investment 40,000.00 40,000.00 Investing property 55,701,135.53 39,319,457.87 Fixed assets 197,257,810.73 219,374,057.54 Construction in progress 8,025,550.89 7,094,433.42 Engineering materials 0.00 0.00 Disposal of fixed assets 0.00 0.00 Production biological assets Oil-gas assets Intangible assets 17,026,655.19 25,461,786.16 R&D expense 0.00 0.00 Goodwill 0.00 0.00 Long-term deferred expenses 5,437,421.98 6,152,543.07 Deferred income tax assets 18,997,382.51 19,073,385.65 Other non-current assets Total of non-current assets 303,006,810.77 319,886,610.04 Total assets 1,802,731,082.11 1,679,847,838.18 38 Current liabilities: Short-term borrowings 208,305,912.00 31,427,500.00 Borrowings from Central Bank Customer bank deposits and due to banks and other financial institutions Intra-group borrowings Transactional financial liabilities 0.00 363,255.25 Notes payable 54,311,862.79 70,851,519.07 Accounts payable 425,401,429.10 647,831,038.73 Accounts received in advance 26,519,346.16 12,488,450.33 Financial assets sold for repurchase Handling charges and commissions payable Employee’s compensation payable 33,467,690.70 40,116,618.69 Tax payable -24,924,004.06 -23,837,739.85 Interest payable 0.00 6,324.78 Dividend payable 0.00 0.00 Other accounts payable 232,202,527.95 53,435,685.41 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 955,284,764.64 832,682,652.41 Non-current liabilities: Long-term borrowings 0.00 Bonds payable 0.00 Long-term payables 0.00 Specific payables 0.00 Projected liabilities 16,410.21 11,401.92 Deferred income tax liabilities 1,129,348.13 44,686.69 Other non-current liabilities 222,600.00 222,600.00 Total non-current liabilities 1,368,358.34 278,688.61 Total liabilities 956,653,122.98 832,961,341.02 Owners’ equity (or shareholders’ equity) share capital 185,391,680.00 185,391,680.00 Capital reserves 278,454,447.07 278,454,447.07 Less: Treasury stock Specific reserves Surplus reserves 6,120,201.82 6,120,201.82 Provisions for general risks Retained profits 15,465,379.75 20,797,991.70 Foreign exchange difference -79,217.19 -2,715,037.68 Total equity attributable to owners of the Company 485,352,491.45 488,049,282.91 Minority interests 360,725,467.68 358,837,214.25 Total owners’ (or shareholders’) equity 846,077,959.13 846,886,497.16 Total liabilities and owners’ (or shareholders’) equity 1,802,731,082.11 1,679,847,838.18 Legal representative: Jian Derong Person-in-charge of the accounting work: Chen Zongyi Chief of the accounting division: Chen Zongyi 39 2. Balance sheet of the Company Prepared by Tsann Kuen (China) Enterprise Co., Ltd. Unit: RMB Yuan Item 30 Jun. 2013 31 Dec. 2012 Current Assets: Monetary funds 7,942,734.91 17,652,594.45 Transactional financial assets 0.00 Notes receivable 1,971,540.00 1,257,500.00 Accounts receivable 10,803,784.82 4,172,243.78 Accounts paid in advance 118,047.67 96,047.65 Interest receivable 0.00 Dividend receivable 0.00 Other accounts receivable 133,084.34 236,719.46 Inventories 4,890,300.10 7,392,344.32 Non-current assets due within 1 0.00 year Other current assets 0.00 Total current assets 25,859,491.84 30,807,449.66 Non-current assets: Available-for-sale financial assets 0.00 Held-to-maturity investments 0.00 Long-term accounts receivable 0.00 Long-term equity investment 990,854,030.83 990,854,030.83 Investing property 46,638,019.24 31,212,851.79 Fixed assets 1,570,494.92 11,211,651.90 Construction in progress 0.00 58,500.00 Engineering materials 0.00 Disposal of fixed assets 0.00 Production biological assets Oil-gas assets Intangible assets 4,725,916.79 13,758,144.40 R&D expense 0.00 Goodwill 0.00 Long-term deferred expenses 1,218,594.98 1,216,744.00 Deferred income tax assets 0.00 Other non-current assets 0.00 Total of non-current assets 1,045,007,056.76 1,048,311,922.92 Total assets 1,070,866,548.60 1,079,119,372.58 40 Current liabilities: Short-term borrowings 0.00 Transactional financial liabilities 0.00 Notes payable 0.00 Accounts payable 36,945,352.43 17,907,562.95 Accounts received in advance 7,677,971.59 115,424.99 Employee’s compensation payable 315,631.62 522,592.57 Tax payable 2,569,289.97 1,124,273.49 Interest payable 0.00 Dividend payable 0.00 Other accounts payable 553,527,777.56 580,459,985.94 Non-current liabilities due within 1 0.00 year Other current liabilities 0.00 Total current liabilities 601,036,023.17 600,129,839.94 Non-current liabilities: Long-term borrowings Bonds payable Long-term payables Specific payables Projected liabilities Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 0.00 0.00 Total liabilities 601,036,023.17 600,129,839.94 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 185,391,680.00 185,391,680.00 Capital reserves 271,485,181.40 271,485,181.40 Less: Treasury stock Specific reserves Surplus reserves 6,120,201.82 6,120,201.82 Provision for general risks Retained profits 6,833,462.21 15,992,469.42 Foreign exchange difference Total owners’ (or shareholders’) equity 469,830,525.43 478,989,532.64 Total liabilities and owners’ (or 1,070,866,548.60 1,079,119,372.58 shareholders’) equity Legal representative: Jian Derong Person-in-charge of the accounting work: Chen Zongyi Chief of the accounting division: Chen Zongyi 41 3. Consolidated income statement Prepared by Tsann Kuen (China) Enterprise Co., Ltd. Unit: RMB Yuan Item Jan.-Jun. 2013 Jan.-Jun. 2012 I. Total operating revenues 877,844,207.80 1,069,083,488.49 Including: Sales income 877,844,207.80 1,069,083,488.49 Interest income Premium income Handling charge and commission income II. Total operating cost 880,134,519.38 1,094,002,210.59 Including: Cost of sales 762,662,771.63 957,074,222.04 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 1,678,165.65 1,946,199.40 Selling and distribution expenses 34,293,872.54 50,929,006.43 Administrative expenses 74,849,826.36 91,512,870.63 Financial expenses 3,869,546.71 -11,851,591.82 Asset impairment loss 2,780,336.49 4,391,503.91 Add: Gain/(loss) from change in fair value (“-” means 7,349,219.30 -7,195,643.08 loss) Gain/(loss) from investment (“-” means loss) 3,576,345.30 5,118,543.74 Including: share of profits in associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) 8,635,253.02 -26,995,821.44 Add: non-operating income 4,709,673.01 2,711,575.32 Less: non-operating expense 826,435.12 1,450,451.43 Including: loss from non-current asset disposal 157,115.25 1,125.22 IV. Total profit (“-” means loss) 12,518,490.91 -25,734,697.55 Less: Income tax expense 1,139,442.82 158,701.37 V. Net profit (“-” means loss) 11,379,048.09 -25,893,398.92 Including: Net profit achieved by combined parties -4,512,158.51 before the combinations Attributable to owners of the Company 10,425,680.85 -19,378,850.76 Minority shareholders’ income 953,367.24 -6,514,548.16 VI. Earnings per share -- -- (I) Basic earnings per share 0.06 -0.10 (II) Diluted earnings per share 0.06 -0.10 Ⅶ. Other comprehensive incomes 2,635,820.49 1,349,983.16 Ⅷ. Total comprehensive incomes 14,014,868.58 -24,543,415.76 Attributable to owners of the Company 13,061,501.34 -18,028,867.60 Attributable to minority shareholders 953,367.24 -6,514,548.16 Legal representative: Jian Derong Person-in-charge of the accounting work: Chen Zongyi Chief of the accounting division: Chen Zongyi 42 4. Income statement of the Company Prepared by Tsann Kuen (China) Enterprise Co., Ltd. Unit: RMB Yuan Item Jan.-Jun. 2013 Jan.-Jun. 2012 I. Total sales 35,446,112.19 5,678,593.69 Less: cost of sales 25,180,051.16 2,575,647.75 Business taxes and surcharges 449,925.76 332,042.36 Distribution expenses 2,296,965.36 Administrative expenses 1,867,215.18 2,473,013.13 Financial costs -228,194.02 -19,653.17 Impairment loss 109,836.18 -613.09 Add: gain/(loss) from change in fair 0.00 value (“-” means loss) Gain/(loss) from investment (“-” 7,533.00 7,062.00 means loss) Including: income form investment on associates and joint ventures II. Business profit (“-” means loss) 5,777,845.57 325,218.71 Add: non-business income 821,707.94 313,665.38 Less: non-business expense 267.92 Including: loss from non-current asset disposal III. Total profit (“-” means loss) 6,599,285.59 638,884.09 Less: income tax expense 0.00 IV. Net profit (“-” means loss) 6,599,285.59 638,884.09 V. Earnings per share -- -- (I) Basic earnings per share 0.04 0.00 (II) Diluted earnings per share 0.04 0.00 VI. Other comprehensive income VII. Total comprehensive income 6,599,285.59 638,884.09 Legal representative: Jian Derong Person-in-charge of the accounting work: Chen Zongyi Chief of the accounting division: Chen Zongyi 43 5. Consolidated cash flow statement Prepared by Tsann Kuen (China) Enterprise Co., Ltd. Unit: RMB Yuan Item Jan.-Jun. 2013 Jan.-Jun. 2012 I. Cash flows from operating activities: Cash received from sale of commodities and rendering of service 915,918,056.59 1,208,827,945.74 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 117,641,803.60 150,547,648.48 Other cash received relating to operating activities 51,151,986.27 40,574,661.12 Subtotal of cash inflows from operating activities 1,084,711,846.46 1,399,950,255.34 Cash paid for goods and services 917,266,347.87 1,124,296,590.20 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 119,101,972.34 131,793,664.82 Various taxes paid 17,925,388.23 11,321,878.97 Other cash payment relating to operating activities 93,854,683.50 179,103,720.72 Subtotal of cash outflows from operating activities 1,148,148,391.94 1,446,515,854.71 Net cash flows from operating activities -63,436,545.48 -46,565,599.37 II. Cash flows from investing activities: Cash received from withdrawal of investments Cash received from return on investments 3,474,457.99 5,118,543.74 Net cash received from disposal of fixed assets, intangible assets and other long-term assets 5,558,991.86 5,533,100.10 Net cash received from disposal of subsidiaries or other business units 99,000.00 Other cash received relating to investing activities Subtotal of cash inflows from investing activities 9,132,449.85 10,651,643.84 Cash paid to acquire fixed assets, intangible assets and other long-term assets 26,686,742.94 23,317,489.62 Cash paid for investment Net increase of pledged loans Net cash received from subsidiaries and other business units Other cash payments relating to investing activities 70,000,000.00 Subtotal of cash outflows from investing activities 96,686,742.94 23,317,489.62 Net cash flows from investing activities -87,554,293.09 -12,665,845.78 III. Cash Flows from Financing Activities: Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received from borrowings 309,898,896.00 368,641,168.03 Cash received from issuance of bonds Other cash received relating to financing activities 158,789,800.00 244,582,470.90 Subtotal of cash inflows from financing activities 468,688,696.00 613,223,638.93 Repayment of borrowings 130,435,800.00 63,355,000.00 Cash paid for interest expenses and distribution of dividends or profit 16,190,572.61 1,012,364.65 44 Item Jan.-Jun. 2013 Jan.-Jun. 2012 Including: dividends or profit paid by subsidiaries to minority shareholders Other cash payments relating to financing activities 165,373,620.00 Sub-total of cash outflows from financing activities 146,626,372.61 229,740,984.65 Net cash flows from financing activities 322,062,323.39 383,482,654.28 IV. Effect of foreign exchange rate changes on cash and cash equivalents -10,228,453.96 507,652.63 V. Net increase in cash and cash equivalents 160,843,030.86 324,758,861.76 Add: Opening balance of cash and cash equivalents 759,361,575.52 706,132,122.10 VI. Closing balance of cash and cash equivalents 920,204,606.38 1,030,890,983.86 Legal representative: Jian Derong Person-in-charge of the accounting work: Chen Zongyi Chief of the accounting division: Chen Zongyi 45 6. Cash flow statement of the Company Prepared by Tsann Kuen (China) Enterprise Co., Ltd. Unit: RMB Yuan Item Jan.-Jun. 2013 Jan.-Jun. 2012 I. Cash flows from operating activities: Cash received from sale of commodities and rendering of service 27,480,016.97 Tax refunds received 1,109,625.87 Other cash received relating to operating activities 24,807,414.50 24,034,081.26 Subtotal of cash inflows from operating activities 53,397,057.34 24,034,081.26 Cash paid for goods and services 4,837,151.98 Cash paid to and for employees 16,398,159.12 16,363,888.64 Various taxes paid 1,435,032.29 1,024,193.98 Other cash payment relating to operating activities 25,464,123.22 7,245,458.61 Subtotal of cash outflows from operating activities 48,134,466.61 24,633,541.23 Net cash flows from operating activities 5,262,590.73 -599,459.97 II. Cash flows from investing activities: Cash received from retraction of investments Cash received from return on investments 7,533.00 7,062.00 Net cash received from disposal of fixed assets, intangible assets and other 797,450.00 180,000.00 long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to investing activities Subtotal of cash inflows from investing activities 804,983.00 187,062.00 Cash paid to acquire fixed assets, intangible assets and other long-term assets 43,000.00 99,400.00 Cash paid for investment Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investing activities Subtotal of cash outflows from investing activities 43,000.00 99,400.00 Net cash flows from investing activities 761,983.00 87,662.00 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 Subtotal of cash inflows from financing activities 0.00 0.00 Repayment of borrowings Cash paid for interest expenses and distribution of dividends or profit 15,703,640.96 Other cash payments relating to financing activities 0.00 0.00 Sub-total of cash outflows from financing activities 15,703,640.96 0.00 Net cash flows from financing activities -15,703,640.96 0.00 IV. Effect of foreign exchange rate changes on cash and cash equivalents -30,792.31 19,018.90 V. Net increase in cash and cash equivalents -9,709,859.54 -492,779.07 Add: Opening balance of cash and cash equivalents 17,652,594.45 13,757,429.84 VI. Closing balance of cash and cash equivalents 7,942,734.91 13,264,650.77 Legal representative: Jian Derong Person-in-charge of the accounting work: Chen Zongyi Chief of the accounting division: Chen Zongyi 46 7. Consolidated statement of changes in owners’ equity Prepared by Tsann Kuen (China) Enterprise Co., Ltd. Unit: RMB Yuan Reporting period Item Equity attributable to owners of the Company Minority interests Total owners’ Paid-up capital (or Capital reserve Less: treasury Specific Surplus reserve General risk Retained profit Others equity share capital) stock reserve reserve I. Balance at the end of the previous year 185,391,680.00 278,454,447.07 6,120,201.82 20,797,991.70 -2,715,037.68 358,837,214.25 846,886,497.16 Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the beginning of the year 185,391,680.00 278,454,447.07 6,120,201.82 20,797,991.70 -2,715,037.68 358,837,214.25 846,886,497.16 III. Increase/ decrease of amount in the year (“-” means -5,332,611.95 2,635,820.49 1,888,253.43 -808,538.03 decrease) (I) Net profit 10,425,680.85 953,367.24 11,379,048.09 (II) Other comprehensive incomes 2,635,820.49 2,635,820.49 Subtotal of (I) and (II) 10,425,680.85 2,635,820.49 953,367.24 14,014,868.58 (III) Capital paid in and reduced by owners 1. Capital paid in by owners 2. Amounts of share-based payments recognized in owners’ equity 3. Others (IV) Profit distribution -15,758,292.80 -15,758,292.80 1. Appropriations to surplus reserves 2. Appropriations to general risk provisions 3. Appropriations to owners (or shareholders) -15,758,292.80 -15,758,292.80 4. Other (V) Internal carry-forward of owners’ equity 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 934,886.19 934,886.19 IV. Closing balance 185,391,680.00 278,454,447.07 0.00 0.00 6,120,201.82 0.00 15,465,379.75 -79,217.19 360,725,467.68 846,077,959.13 47 Unit: RMB Yuan Last year Item Equity attributable to owners of the Company Minority interests Total owners’ Paid-up capital (or Capital reserve Less: treasury Specific Surplus reserve General risk Retained profit Others equity share capital) stock reserve reserve I. Balance at the end of the previous year 1,112,350,077.00 125,034,307.09 -773,499,943.43 -1,335,814.80 357,545,063.91 820,093,689.77 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 1,112,350,077.00 125,034,307.09 -773,499,943.43 -1,335,814.80 357,545,063.91 820,093,689.77 III. Increase/ decrease of amount in the year (“-” means -926,958,397.00 153,420,139.98 6,120,201.82 794,297,935.13 -1,379,222.88 1,292,150.34 26,792,807.39 decrease) (I) Net profit 21,459,739.95 7,105,471.37 28,565,211.32 (II) Other comprehensive incomes -1,379,222.88 -1,379,222.88 Subtotal of (I) and (II) 21,459,739.95 -1,379,222.88 7,105,471.37 27,185,988.44 (III) Capital paid in and reduced by owners 0.00 0.00 1. Capital paid in by owners 0.00 2. Amounts of share-based payments recognized in owners’ equity 3. Others (IV) Profit distribution 1,776,941.05 -1,776,941.05 -6,715,021.80 -6,715,021.80 1. Appropriations to surplus reserves 1,776,941.05 -1,776,941.05 2. Appropriations to general risk provisions 3. Appropriations to owners (or shareholders) -6,715,021.80 -6,715,021.80 4. Other (V) Internal carry-forward of owners’ equity -926,958,397.00 148,000,000.00 4,343,260.77 774,615,136.23 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 -774,615,136.23 774,615,136.23 4. Other -926,958,397.00 148,000,000.00 778,958,397.00 (Ⅵ) Specific reserve 1. Withdrawn for the period 2. Used in the period (Ⅶ) Other 5,420,139.98 901,700.77 6,321,840.75 IV. Closing balance 185,391,680.00 278,454,447.07 6,120,201.82 20,797,991.70 -2,715,037.68 358,837,214.25 846,886,497.16 Legal representative: Jian Derong Person-in-charge of the accounting work: Chen Zongyi Chief of the accounting division: Chen Zongyi 48 8. Statement of changes in owners’ equity of the Company Prepared by Tsann Kuen (China) Enterprise Co., Ltd. Unit: RMB Yuan Reporting period Item Paid-up capital (or Less: treasury General risk Capital reserve Specific reserve Surplus reserve Retained profit Total owners’ equity share capital) stock reserve I. Balance at the end of the previous year 185,391,680.00 271,485,181.40 6,120,201.82 15,992,469.42 478,989,532.64 Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the beginning of the year 185,391,680.00 271,485,181.40 6,120,201.82 15,992,469.42 478,989,532.64 III. Increase/ decrease of amount in the year (“-” means -9,159,007.21 -9,159,007.21 decrease) (I) Net profit 6,599,285.59 6,599,285.59 (II) Other comprehensive incomes Subtotal of (I) and (II) 6,599,285.59 6,599,285.59 (III) Capital paid in and reduced by owners 1. Capital paid in by owners 2. Amounts of share-based payments recognized in owners’ equity 3. Others (IV) Profit distribution -15,758,292.80 -15,758,292.80 1. Appropriations to surplus reserves 2. Appropriations to general risk provisions 3. Appropriations to owners (or shareholders) -15,758,292.80 -15,758,292.80 4. Other (V) Internal carry-forward of owners’ equity 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 185,391,680.00 271,485,181.40 6,120,201.82 6,833,462.21 469,830,525.43 49 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 -774,615,136.23 461,220,122.17 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 -774,615,136.23 461,220,122.17 III. Increase/ decrease of amount in the year (“-” means -926,958,397.00 148,000,000.00 6,120,201.82 790,607,605.65 17,769,410.47 decrease) (I) Net profit 17,769,410.47 17,769,410.47 (II) Other comprehensive incomes Subtotal of (I) and (II) 17,769,410.47 17,769,410.47 (III) Capital paid in and reduced by owners 1. Capital paid in by owners 2. Amounts of share-based payments recognized in owners’ equity 3. Others (IV) Profit distribution 1,776,941.05 -1,776,941.05 1. Appropriations to surplus reserves 1,776,941.05 -1,776,941.05 2. Appropriations to general risk provisions 3. Appropriations to owners (or shareholders) 4. Other (V) Internal carry-forward of owners’ equity -926,958,397.00 148,000,000.00 4,343,260.77 774,615,136.23 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 -774,615,136.23 774,615,136.23 4. Other -926,958,397.00 148,000,000.00 778,958,397.00 (Ⅵ) Specific reserve 1. Withdrawn for the period 2. Used in the period (Ⅶ) Other IV. Closing balance 185,391,680.00 271,485,181.40 6,120,201.82 15,992,469.42 478,989,532.64 Legal representative: Jian Derong Person-in-charge of the accounting work: Chen Zongyi Chief of the accounting division: Chen Zongyi 50 TSANN KUEN (CHINA) ENTERPRISE CO., LTD. Notes to Financial Statements By 30 June 2013 (Except for specific explaination, the functional currency is CNY) (I) 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. In according to the 5th special Board of Director in 2012, “Bill about Implementation of Drawing back Share” authorized by third special General Meeting in 2012,document XTCS[2012] NO.698 “Subscriptions about Reduction of Capital of TSANN KUEN (CHINA) ENTERPRISE CO., LTD. Authorized by Xiamen Investment Promotion Bureau” authorized by Commerce Dpartment, the Company used the general capital of 1,112,350,077 shares as base number implementing the plan of share reduction at the ratio of 1:6 to all the registed share holders in 28 December 2013. Upon the completion of share reduction, the general capital of the Company reduced from 1,112,350,077 shares to 185,391,680 shares. By 30 June 2013, the registered capital of the Company decreased to RMB 185,391,680. 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, 51 electronics, light industrial products, modern office supplies; design and manufature moulds relevant to the above products, sell the products of the Company at home and abroad, and provide after-sell services; engage in wholesale, retall, import and outport of household appliances, electronics, electromechanical devices, office supplices, kitchenwares and prepackage food, and provide after-sell services. 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. 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. (II) 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). 5. Measurement method for the business combination under the same control and business combination not 52 under the same control (1) Accountant arrangement methods for 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) Accountant arrangement methods for 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 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. Compilation of 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 53 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 eliminated. The net identifiable assets of subsidiaries attributable to minority interest of subsidiaries are separately presented in the consolidated financial statements. 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 54 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 presented in the statement of cash flows. 9 Financial instruments (1) Classification of financial assets and financial liabilities 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. 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 55 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. ⑤ Other financial liabilities: financial liabilities not divided into measurement in fair value base and through into profit and loss account. (2) Measurements for financial assets and financial liabilities 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 amortization 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, 56 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 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) Transfer and derecognition of financial asset 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; 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 57 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. (4) Methods for testing and withdrawing of financial assets impairment 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 inorganization; 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 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 analyses 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 58 statement. 10. Accounts receivable (1) Bad debt provision for individually significant accounts receivable Judgment basis or monetary standards of provision for bad debts of the individually significant accounts receivable: On the balance sheet date, those individual accounts receivable and individual other receivable account for more than 10% (include 10%) of total balance of the accounts receivable is considered as individual significant amounts. Method of individual provision for bad debts of the individually significant accounts receivable: A receivable of individual significance is individually assessed for impairment on the balance sheet date. If it is 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. Individually testing un-happened decrease in individually significant accounts receivable, the Company use portfolio of credit risk to withdrawing bad debt provision, as following: (2) Accounts receivable for which bad debt provisions are made on the group basis Recognition basis of Withdrawal method of bad debt Name of group group provision on the group basis Aging group Aging status Aging analysis method Related-party group Related-party relationship Other method In the groups, adopting aging analysis method to withdraw bad debt provision: Withdrawal proportion Withdrawal proportion for Age for accounts receivable (%) accounts receivable (%) 1-90 days 0.00 0.00 91-180 days 10.00 10.00 181-270 days 30.00 30.00 271-365 days 50.00 50.00 Over 365 days 100.00 100.00 In the groups, other methods to withdraw bad debt provision: Name of group Note of method Not bad debt provision withdrawing of acc Related-party group ount receivable between the Company and the related-party group (3) Accounts receivable with an insignificant single amount but for which the bad debt provision is made individually If any objective evidence shows that the accounts receivable is with insignificant individual amount, Reason of individually withdrawing but its credit risks are different from that of other bad debt provision accounts receivable, which shall be individually conducted the impairment test. The accounts receivable should be individually conducted the impairment test basing on the Withdrawal method for bad debt difference of the book values higher than the present provision value of future cash flows, then withdrawn relevant provision for bad debts. 59 The Company conducted impairment tests of cash deposit and guarantee deposit respectively. If there is not objective proof to indicate impairment, the bad debt provision would be waived. (4) The Company collects its long-term account receivables according to the collection day stipulated in the contract and calculates account age from the collection day, determines the ratio of bad debt withdrawing of the following long-term accounts receivables in compliance to the status quota: Ratio of long-term Account-age account-receivables withdrawing% Undue collection period 0.00 1-60 days 10.00 61-120 days 30.00 121-180 days 50.00 Over 81 days 100.00 (5) As for other accounts receivables including receivable receipt, prepayment, interest receivable, etc., the Company withdraws bad debt provision according to the margin between the future cash flow and book value. 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 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. 60 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: The inventory system for inventories is perpetual inventory system. (5) Amortization method of the low-value consumption goods and packing articles Low-value consumption goods: one-off amortization method 12. Long-term equity investment Long-term equity investment includes rights and interests investment that the Company can implement control, joint control or exert influence on invested companies, or long-term investment without accurate measurement and fair value that the company can’t implement control, joint control or exert influence on invested companies. (1) Recognition of 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 bargainer’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 bargainer’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). 61 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 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 62 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 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; ②participation 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. 63 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 residual Annual depreciation Categories Estimated useful life 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) 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 10.00 20 years 4.50 Machinery equipments 0.00 11-18 years 5.56-9.09 Electronic equipments and other 0.00 6 years 16.67 Transportation vehicle 0.00 6 years 16.67 Expenditures for improvement of The shorter one of beneficiary 0.00 rented fixed assets period and lease period (3) 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 64 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, 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. (4) Affirmation and valuation methods to fixed assets under financing lease The Company substantially transfers all the risks relevant to assets when renting fixed asset and affirms finance lease as the lease of the fixed assets when making remuneration. Cost of fixed assets by finance lease would be affirmed by the lower one of the fair value of leasing assets from the leasing commencement date and the present value of the minimum lease payment. Fixed assets by finance lease adopt corresponding depreciation policy with self-owned fixed assets to withdraw depreciation of leasing assets. Assets which can be rationally determined enable to acquire ownership of leasing assets by the end of the leasing period would be withdrawn depreciation by the durable years of leasing assets; assets which can’t e rationally determined enable to acquire ownership of leasing assets by the end of the leasing period would be withdrawn depreciation by the shorter one of the using period of lease term and leasing assets. 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. 65 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. 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. When assets in line with capitalization confront abnormal interruption exceeding 3 months continuously, capitalization of borrowing costs should be suspended. When assets that construction and manufacture meet the standards of capitalization reach expected workable or merchantable state, capitalization of borrowing costs should be suspended; borrowing costs encountering later would be determined by the encountering period. (2) 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 66 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. Intangible assets (1) Pricing method of intangible assets Intangible assets are recognized initially at cost. (2) Useful life and amortization of intangible assets 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 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. (3) Impairment test method and withdrawal method of impairment provision of life-uncertained tangible 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. 67 (4) 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 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. 18. 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. 19. 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). 20. 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, 68 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 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. (3) Determination method for the optimum evaluation If needed expenditure lies in a range of amounts, it means that the optimum evaluation would be the average amount of the maximum amount and the minimum amount in the range; if expenditure doesn’t lie in a range of amount, the best optimum would be determined as following: ①as for item relating to a single project, the optimum evaluation would be determined by the most possible accrual; ②as for item relation to several projects, the optimum evaluation would be determined by various kinds of possible accruals and probability of occurrence. Third-party or other-parties need to pay all or part of expected remunerations which is affirmative for debt by liquidity and the remuneration would be confirmed independently. Affirmative amount of remuneration should not exceed book value of affirmative debt. 21. 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 69 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 of share-based payment 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. 22. 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 70 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. 23. 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; 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 undertaken 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) 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 71 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. ③ An expected loss on the construction contract should be recognised as an expense immediately (3) 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. 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. (4) Revenue from abalienating of right to use assets The revenue from abalienating of right to use assets including : interest income、user charges etc, recognized when all the following conditions are satisfied: 72 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. 24. Government subsidies (1) Prerequisites for government subsidies ① enterprises can meet the standard of government subsidies; ② enterprises can receive the subsidies from government. (2) type of government subsidies and 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. (3) Measurement of government subsidies Government subsidies measured according to amount received or receivable are monetary assets. Those government subsidies measured according to fair value are non-monetary assets; if the fair value can not be obtain in a reliable way, it shall be measured at its nominal amount. (4) 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. 25. Deferred income tax assets and deferred income tax liabilities The Company checks its business income tax in line with balance sheet liability method Pursuant to the discrepancy between the fair value of assets, liabilities and tax basis, the Company determines deferred income tax assets and deferred income tax liabilities according to the expected withdrawal of assets or the calculation of applicable tax rate in liquidating period. (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 73 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. (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. (3) 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. 26. 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 74 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 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. 27. 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 75 depreciation, amortization or revaluations that would have been recognised had the asset (or disposal group) not been classified as held for sale, and ② Its recoverable amount at the date of the subsequent decision not to sell. 28. Changes in main accounting policies and estimates (1) Change of accounting policies There were not main accounting policies changed during the report period. (2) Change of accounting estimates There were not main accounting estimates changed during the report period. 29. Correction of previous accounting errors There was not accounting error made in previous periods discovered in the report period. (III) Taxation 1. Main taxes and tax rate (1) Applicable taxes and tax rate of the Company Category of taxes Tax basis Tax rate Revenues from sales of products and raw VAT 0, 17 materials Business tax Taxable business revenue 5 Circulating taxes, exemption and Urban construction tax 7 deductible taxes Circulating taxes, exemption and Education surcharge 3 deductible taxes Circulating taxes, exemption and Local education surcharge 2 deductible taxes Enterprise income tax Taxable income 25 “Exemption, set off, return method” is applicable to export products and raw materials with a VAT of 0%. (2) Taxes and tax rate of main subsidiaries 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 construction tax Circulating taxes, exemption and deductible taxes 5 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 “Exemption, set off, return method” is applicable to export products and raw materials with a VAT of 0% 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 76 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 construction tax Circulating taxes 5 Education surcharge Circulating taxes 3 Local education surcharge Circulating taxes 2 Enterprise income tax Taxable income 25 “Exemption, set off, return method” is applicable to export products and raw materials with a VAT of 0% 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 construction tax Circulating taxes 1 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 construction tax Circulating taxes 1 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 construction tax Circulating taxes 7 Education surcharge Circulating taxes 3 77 Category of taxes Tax basis Tax rate% 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 construction tax Circulating taxes 7 Education surcharge Circulating taxes 3 Local education surcharge Circulating taxes 2 Enterprise income tax Taxable income 25 ⑦ 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 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 ⑧ 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 P.S.: 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. (IV) Business combination and consolidated financial statement 1. Subsidiaries (1) Subsidiaries obtained by establishment and investment 78 Registered Business Registered Subsidiaries name Type Business scope place nature capital Development, production and sales of small home electronic Tsann Kuen Manufacture appliance, new style of (Zhangzhou) Holding home 160,000,000.00 Zhangzhou electronic device, Enterprise Co., subsidiary electronic USD light-industrial product, and Ltd.(TKL) appliance modern furniture and relative modules Star Travel Wholly-owned Travel 5,000,000.00 Inbound tourism business; International (Xia Xiamen subsidiary business USD domestic tourism business Men) Co.,Ltd.(TSX) Subsidiaries obtained by establishment and investment The Actual amount of The proportion of proportion Subsidiaries name investments at the Other essential investment holding shares of voting period-end (%) rights(%) TKL 120,000,000.00 USD 0.00 75.00 75.00 0.00 TSX 5,000,000.00USD 100.00 100.00 Subsidiaries obtained by establishment and investment Included in Subsidiaries name consolidated Minority interest Deductible minority interests statement TKL Yes 322,447,140.27 0.00 TSX Yes 0.00 0.00 (2) Subsidiaries obtained by business combination under same control Registered Business Registered Subsidiaries name Type Business scope place nature capital Manufacture Production and sales of household Tsann Kuen China Sino-foreign of small 40,000,000.00 appliances, electronics, light (Shanghai) Enterprise joint Shanghai household USD industrial products and modern Co., Ltd. (TKS) venture appliances office supplies and relevant modules Subsidiaries obtained by business combination under same control Actual amount of The proportion of The proportion of Other essential Subsidiaries name investments at the investment holding shares(%) voting rights(%) period-end 25,000,000.00 USD 0.00 62.5% 62.5% TKS Subsidiaries obtained by business combination under same control Included in Subsidiaries name consolidated Minority interest Deductible minority interests statement Yes 35,532,550.22 366,620.35 TKS 2. Sub-subsidiaries (1)Sub-subsidiaries obtained by establishment and investment 79 Sub-subsidiaries Registered Business Registered Type Business scope name place nature capital Development and production of Tsann Kuen Manufacture small home electronic (Zhangzhou) South Subsidiary of home 5,000,000.00 appliance, new style of Port Electronics holding Zhangzhou electronic CNY electronic device, Enterprise Co., subsidiary appliance light-industrial product, and Ltd. (TKN)) modern furniture Tsann Kuen (Zhangzhou) Non-enterprise Secondary 3,000,000.00 Profession and unit of holding Zhangzhou vocational Secondary vocational education CNY Technology subsidiary education Institute (LTC) Engaging in household appliances, calculators and accessories, communication equipment, electrical Shanghai Canxing Subsidiary of Sales of home 4,950,000.00 equipment, office supplies and Trading Co.,Ltd holding Shanghai electronic CNY related products (including (STD) subsidiary kitchen supplies) the import, wholesale, retail and after-sales service; self-and agent all kinds of goods and Wholesale, retail, general merchandise, home electronic appliance, computer and its fitting equipment, communication equipments, Xiamen Canxing Subsidiary of Sales of home 30,000,000.00 mechanical and electronic Trading Co.,Ltd. holding Xiamen electronic CNY equipments, office equipments, (TSX3C) subsidiary kitchen appliance and related 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 equipment, communication equipments, Xiamen Star Subsidiary of Sales of home 28,000,000.00 mechanical and electronic Comgistic Trading holding Xiamen electronic CNY equipments, office equipments, Co.,Ltd. (SCCX) subsidiary kitchen appliance and related complete product; Import or export products or technology, but those products prohibit by the Country are exempt. Sub-subsidiaries obtained by establishment and investment Actual amount of The proportion The proportion Sub-subsidiaries name investments at the Other essential investment of holding shares of voting rights period-end (%) (%) 0.00 TKN 3,750,000.00 CNY 56.25 75.00 0.00 LTC 3,000,000.00 CNY 75.00 100.00 0.00 STD 4,950,000.00 CNY 56.25 100.00 0.00 TSX3C 30,000,000.00 CNY 75.00 100.00 0.00 SCCX 28,000,000.00 CNY 75.00 100.00 Sub-subsidiaries obtained by establishment and investment 80 Included in Sub-subsidiaries consolidated Minority interest Deductible minority interests name statement TKN Yes 2,934,976.34 0.00 LTC Yes 0.00 0.00 STD Yes 0.00 0.00 TSX3C Yes 0.00 0.00 SCCX Yes 0.00 0.00 (2) Sub-subsidiaries obtained by business combination under same control Sub-subsidiaries Registered Business Registered Type Business scope name place nature capital Subsidiary of East Sino Hong Investment 135,993,000 holding Investment Development Limited Kong company HKD subsidiary Production and sales of PT. STAR Subsidiary of Manufacture household appliances, COMGISTIC 17,500,000 holding Indonesia of home electronics, light industrial USD INDONESIA(SCI) subsidiary electronic products and modern office supplies Sub-subsidiaries obtained by business combination under same control Actual amount of Sub-subsidiaries The proportion of The proportion of investments at the Other essential investment name holding shares(%) voting rights(%) period-end 16,300,00 ESD 0.00 75.00 100.00 USD 17,425,000 SCI 0.00 74.68 99.57 USD Sub-subsidiaries obtained by business combination under same control Included in Sub-subsidiaries consolidated Minority interest Deductible minority interests name statement ESD Yes 0.00 0.00 SCI Yes 138,406.51 103,769.21 P.S.: SCI is the holding subsidiary of ESD. 2. Special purpose entities or operating entities with control right formed by entrusted operation or lease □ Applicable √ Inapplicable 3. Explanation on changes in consolidated scope √ Applicable □ Inapplicable Unit:RMB Yuan Net profit from Net asset at the Reason for change of Subsidiaries deconsolidated Date of deconsolidation year-begin to disposal date consolidated scope disposal date Shanghai Fanxin Airlines Service Co., 18 March 2013 254,402.41 -25,738.47 Write-off Ltd. (TSST) 81 Star Travel International (Da Lian) 21 March 2013 0.00 120,759.65 Equity transfer Co.,Ltd. (TSD) Xiamen Canxing Airlines Service 24 June 2013 0.00 -33,177.32 Write-off Co., Ltd.( TSXT) In line with adjustment of operating strategy of the Company, the Company suspended the operation of travel subsidiaries. Up to the reporting period, progresses relating to travel subsidiaries are as following: The Company held 100% stock equity of Shanghai Fanxin Airlines Service Co., Ltd. with a registered capital of 5,500,000 RMB, finishing liquidating formalities in 18 March 2013. The Company holds 99% stock equity of Star Travel International (Da Lian) Co.,Ltd. with a registered capital of 5,300,000 RMB. In 13 March 2013 the Company transferred all the share equity to irrelated parties and finished industrial and commercial registration formalities of transfer in 21 March 2013. Xiamen Canxing Airlines Service Co., Ltd., the wholly-owned subsidiary of Tsann Kuen (Zhangzhou) Enterprise Co., Ltd finished liquidating formalities in 24June 2013 with a registration capital of 1,500,000. Other travel subsidiaries are arranging follow-up liquidating formalities. 4. Business combination under same control during the reporting period □Applicable√ Inapplicable 5. Business combination not under same control during the reporting period □Applicable√ Inapplicable 6. Subsidiaries reduced by selling equities without control right during the reporting period □Applicable√ Inapplicable 7. The counter purchases in the reporting period □Applicable√ Inapplicable 8. Mergers in the reporting period □Applicable√ Inapplicable 9. Exchange rates of major items in financial statements for foreign entities Within the consolidated financial statement, East Sino Development Limited was the oversea business entities, the functional currency adopt HKD. The applicable exchange rate is HKD/CNY 0.79655(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 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, PT. STAR COMGISTIC INDONESIA was the oversea business entities, the functional currency adopt USD. The applicable exchange rate is USD/CNY 6.1787(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 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 USD/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. (V) Notes on major items in consolidated financial statements of the Company 1. Monetary funds 30 June 2013 31 December 2013 Item Original currency Exchange rate Standard Original currency Exchange rate Standard 82 money money Cash stock RMB 269,997.15 1.0000 269,997.15 344,281.70 1.0000 344,281.70 HKD 10,428.60 0.7965 8,306.90 17,133.10 0.8109 13,893.23 USD 8,242.15 6.1787 50,925.77 15,917.43 6.2855 100,049.01 JPY 302,745.80 0.0626 18,954.01 569,261.80 0.0730 41,584.01 IDR 72,534,822.96 0.0006 45,144.25 150,541,027.35 0.0007 98,215.28 CHF 7.00 6.4877 45.41 7.00 6.8274 47.79 EUR 39,602.34 8.0536 318,941.41 28,083.09 8.3176 233,583.91 HUF 81,016.00 0.0272 2,203.64 81,016.00 0.0283 2,292.75 Subtotal 714,518.54 833,947.68 Deposit in bank RMB 380,276,298.78 1.0000 380,276,298.78 431,696,307.47 1.0000 431,696,307.47 HKD 1,447,652.16 0.7965 1,153,178.38 13.50 0.8109 10.95 USD 85,838,800.06 6.1787 530,372,193.91 50,944,139.44 6.2855 320,209,388.45 JPY 53,275,417.00 0.0626 3,335,414.04 50,289,340.00 0.0730 3,673,586.00 EUR 276,871.20 8.0536 2,229,809.90 756.15 8.3176 6,289.35 IDR 3,411,911,704.98 0.0006 2,123,192.83 4,509,466,875.94 0.0007 2,942,045.62 Subtotal 919,490,087.84 758,527,627.84 Total 920,204,606.38 759,361,575.52 2. Trading financial assets (1) Trading financial assets Item 2013.06.30 2012.12.31 Derivative financial assets 6,985,964.05 0.00 Total 6,985,964.05 0.00 3. Notes receivable (1) Category of notes receivable Item 2013.06.30 2012.12.31 Bank acceptance bill 5,277,843.70 3,356,956.00 Total 5,277,843.70 3,356,956.00 (2) There was not receivable pledged at period-end (3) There was not 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. (4) There was not commercial acceptance bill that already discounted or pledged in the period-end. 4. Interest receivable Item 31 December 2012 Increase in current period Decrease in current period 30 June 2013 Inerest of term deposit 5,231,397.36 6,094,840.50 6,238,369.07 5,087,868.79 Banking interest income 0.00 59,166.67 0.00 59,166.67 Total 5,231,397.36 6,154,007.17 6,238,369.07 5,147,035.46 5. Accounts receivable (1) Accounts receivable listed by categories 30 June 2013 Item Proportion Bad debt Proportion(% Amount (%) provision ) Accounts receivable with significant single amount 0.00 0.00% 0.00 0.00% and individually withdrawn bad debt provision 83 Accounts receivable for which bad debt provisions are made on the group basis Aging group 226,544,366.60 88.64% 9,017,005.88 3.98% Related party group 29,032,940.34 11.36% 0.00 0.00% Subtotal of group 255,577,306.94 100.00% 9,017,005.88 3.53% Accounts receivable with insignificant single amount 0.00 0.00% 0.00 0.00% and individually withdrawn bad debt provision Total 255,577,306.94 100.00% 9,017,005.88 3.53% Continued Item 31 December 2012 Amount Amount Amount Amount Accounts receivable with significant single amount and 0.00 0.00% 0.00 0.00% individually withdrawn bad debt provision Accounts receivable for which bad debt provisions are made on the group basis Aging group 287,193,170.82 92.72% 7,611,554.71 2.65% Related party group 22,551,408.94 7.28% 0.00 0.00% Subtotal of group 309,744,579.76 100.00% 7,611,554.71 2.46% Accounts receivable with insignificant single amount and 0.00 0.00% 0.00 0.00% individually withdrawn bad debt provision Total 309,744,579.76 100.00% 7,611,554.71 2.46% (2) In the groups, accounts receivable adopting aging analysis method to withdraw bad debt provision: 30 June 2013 31 December 2012 Aging Amount Proportion Provision for bad debts Amount Proportion Provision for bad debts Within one year 219,486,525.57 96.88% 1,959,164.85 281,719,711.03 98.09% 2,138,094.92 Including 1-90 days 203,604,745.28 89.87% 0.00 267,557,094.81 93.16% 0.00 91-180 days 14,235,561.60 6.28% 1,426,156.84 11,964,703.52 4.17% 1,196,470.35 181-270 days 1,439,991.36 0.64% 429,894.34 786,658.93 0.27% 235,997.68 271-365 days 206,227.33 0.09% 103,113.67 1,411,253.77 0.49% 705,626.89 1-2 years 5,199,776.12 2.30% 5,199,776.12 4,480,870.85 1.56% 4,480,870.85 2-3 years 1,083,721.93 0.48% 1,083,721.93 172,778.55 0.06% 172,778.55 Over 3 years 774,342.98 0.34% 774,342.98 819,810.39 0.29% 819,810.39 Total 226,544,366.60 100.00% 9,017,005.88 287,193,170.82 100.00% 7,611,554.71 (3) In the groups, accounts receivable adopting related party portfolio method to withdraw bad debt provision: Name of the borrowers Book balance Bad-debt provision Withdrawing proportion Reason Withdraw in line with bad-debt Tsann Kuen Japan Co., Ltd. 23,918,636.16 0.00 0.00% provision policy Withdraw in line with bad-debt Canxing Comgistic Co.,Ltd. 5,114,304.18 0.00 0.00% provision policy Total 29,032,940.34 0.00 0.00% (4) Accounts receivable reversed or collected in the reporting period: Naught (5) The write-off accounts receivable: Naught (6) Particulars about accounts receivable due to shareholders holding 5% (including 5%) voting rights of the Company 30 June 2013 31 Dec 2012 Name of entity Amount Amount of Amount Amount of 84 provision for provision for bad debts bad debts TSANN KUEN (CHINA) 5,114,304.18 0.00 7,657,257.39 0.00 ENTERPRISE CO., LTD. Total 5,114,304.18 0.00 7,657,257.39 0.00 (7) Accounts receivable amount in the top five units The percentage amount Name of entity Relationship with the Company Amount Aging of receivable accounts % First Non-related relationship 38,356,747.84 Within 1 year 15.01% Second Related party 23,918,636.16 Within 1 year 9.36% Third Non-related relationship 23,315,986.61 Within 1 year 9.12% Fourth Non-related relationship 18,283,935.88 Within 1 year 7.15% Fifth Non-related relationship 17,476,987.10 Within 1 year 6.84% Total 121,352,293.59 47.48% (8) Accounts receivable affiliated parties The percentage amount Name of entity Relationships with the Company Amount of receivable accounts % TSANN KUEN JAPAN CO., LTD The ultimate holding company 23,918,636.16 9.36% STAR COMGISTIC CAPITAL CO., LTD. Ultimate holding company 5,114,304.18 2.00% 合 计 29,032,940.34 11.36% 6. Prepayment (1) Prepayments according to aging listed below 30 June 2013 31 Dec 2012 Aging Amount Proportion Amount Proportion Within 1 year 5,028,681.71 100.00% 3,348,515.58 100.00% Total 5,028,681.71 100.00% 3,348,515.58 100.00% (2) The top five final prepayments amounts listed below Name of entity Relationship with the Company Amount Aging unbalanced reason First Non-related relationship 2,491,397.00 Within 1 year The contract has not completed Second Non-related relationship 465,141.80 Within 1 year Supplier has not delivery Third Non-related relationship 464,005.49 Within 1 year Supplier has not delivery Fourth Non-related relationship 217,985.87 Within 1 year Supplier has not delivery Fifth Non-related relationship 203,960.00 Within 1 year Supplier has not delivery Total 3,842,490.16 85 (3) Information about amount due from shareholders with more than 5% (including 5%) of the voting shares of the Company in prepayment 7. Other accounts receivable (1) Other accounts receivable disclosed by type 30 June 2013 Category Amount Proportion Provision for doubtful debts Proportion Other accounts receivable that is individually 0.00 0.00% 0.00 0.00% significant and provisions for bad debts individually Other accounts receivable that provisions for bad debts by group Aging group 25,221,335.55 89.96% 753,538.22 2.99% Related party group 0.00 0.00% 0.00 0.00% Subtotal of group 25,221,335.55 89.96% 753,538.22 2.99% Other accounts receivable with insignificant single 2,815,785.10 10.04% 0.00 0.00% amount and individually withdrawn bad debt provision Total 28,037,120.65 100.00% 753,538.22 2.69% continued 31 Dec 2012 Category Amount Proportion Provision for doubtful debts Proportion Other accounts receivable that is individually 0.00 0.00% 0.00 0.00% significant and provisions for bad debts individually Other accounts receivable that provisions for bad debts by group Aging group 38,934,534.38 92.17% 722,231.44 1.85% Related party group 0.00 0.00% 0.00 0.00% Subtotal of group 38,934,534.38 92.17% 722,231.44 1.85% Other accounts receivable with insignificant single 3,303,804.21 7.83% 0.00 0.00% amount and individually withdrawn bad debt provision Total 42,238,338.59 100.00% 722,231.44 1.71% (2) In the group, other accounts receivable that provisions for bad debts by aging analysis 30 June 2013 31 Dec 2012 Category Provision for Provision for Amount Proportion Amount Proportion doubtful debts doubtful debts Within 1 year 24,542,886.82 97.31% 75,089.48 38,222,289.95 98.17% 9,987.01 Including:1-90 days 24,301,760.84 96.36% 0.00 38,156,357.56 98.00% 0.00 91-180 days 43,800.61 0.17% 4,380.06 48,963.62 0.13% 4,896.37 181-270 days 139,766.34 0.55% 41,929.91 16,968.77 0.04% 5,090.64 271-365 days 57,559.03 0.23% 28,779.51 0.00 0.00% 0.00 1-2 years 414,347.23 1.64% 414,347.24 358,339.08 358,339.08 0.92% 2-3 years 248,601.50 0.99% 248,601.50 335,405.35 0.86% 335,405.35 Over 3 years 15,500.00 0.06% 15,500.00 18,500.00 0.05% 18,500.00 Total 25,221,335.55 100.00% 753,538.22 38,934,534.38 100.00% 722,231.44 (3) Other accounts receivable that provisions for bad debts not by related party group in the reporting period (4) Information of other accounts receivable reversed or recovered in the reporting period Accumulated The basis determines the depreciation in the The reason reversed Total of reversed Name of entity original provision for bad amount of provision for or recovered or recovered debts bad debt before reversed or recovered According to the policy of DELONGI Returned provision 72,666.20 72,666.20 provision for bad debt provision 86 (5) Other receivables provision for bad debt provision that is not individually significant but has paid separately for testing in the reporting period Other receivables Book balance bad-debt provision Provision ratio(%) Reason for provision According to the policy Deposit 998,450.00 0.00 0.00 of provision for bad debt provision According to the policy Payments for equipment 1,817,335.10 0.00 0.00 of provision for bad debt provision Total 2,815,785.10 0.00 0.00 (6) No write-off of other receivables in the reporting period (7) Information about amount due from shareholders with more than 5% (including 5%) of the voting shares of the Company in other receivables (8) Information of top five other accounts receivable in the reporting period Relationship Name of entity Amount Aging Proportion of the total % with the Company First Non-related relationship 18,049,888.81 Within 30 days 64.38% Second Non-related relationship 799,464.21 Within 30 days 2.85% Third Non-related relationship 760,950.00 1-3 years 2.71% Fourth Non-related relationship 647,025.08 Within 90 days 2.31% Fifth Non-related relationship 502,168.31 Within 90 days 1.79% Total 20,759,496.41 74.04% 8. Inventory (1) Category 30 June 2013 31 Dec 2012 Item Impairment of Impairment of Book balance Book value Book balance Book value inventories inventories Raw materials 118,538,813.16 28,093,949.94 90,444,863.22 134,790,681.50 27,281,627.75 107,509,053.75 Construction contract assets 14,997,433.02 0.00 14,997,433.02 17,675,815.86 0.00 17,675,815.86 Inventory goods 23,376,829.82 3,180,857.92 20,195,971.90 32,408,148.84 3,180,857.92 29,227,290.92 Turnover material 89,139,665.85 6,173,142.61 82,966,523.24 88,076,699.41 5,639,330.18 82,437,369.23 Consumable biological assets 3,406,176.41 0.00 3,406,176.41 3,216,710.88 0.00 3,216,710.88 Self-made semi-finished product 996,369.94 0.00 996,369.94 2,512,650.90 0.00 2,512,650.90 Finished product 250,455,288.20 37,447,950.47 213,007,337.73 278,680,707.39 36,101,815.85 242,578,891.54 (2) Impairment of inventories Current reversal amount Increase in t Reversal in t Written off in t representing he he 30 June 201 Item 31 Dec 2012 he the ratio of reporting reporting 3 reporting period the closing period period balance of inventories % Raw materials 27,281,627.75 2,564,322.19 0.00 1,752,000.00 28,093,949.94 0.00% 87 Self-made semi-finished 3,180,857.92 0.00 0.00 0.00 3,180,857.92 0.00% product Finished product 5,639,330.18 533,812.43 0.00 0.00 6,173,142.61 0.00% Total 36,101,815.85 3,098,134.62 0.00 1,752,000.00 37,447,950.47 0.00% 9. Due within one year of non-current assets Item 30 June 2013 31 Dec 2012 Due within one year of long-term receivables 236,478.72 2,442,481.41 - Installment transferred assets Including: Due within one year of Long-term receivables for bad debts 7,559.90 7,721.47 Total 228,918.82 2,434,759.94 10. Other current assets Item 30 June 2013 31 Dec 2012 Financial products 70,000,000.00 0.00 Total 70,000,000.00 0.00 11. Long-term accounts receivable 30 June 2013 31 Dec 2012 Item Amount bad-debt provision Book value Amount bad-debt provision Book value Installment transferred assets 723,370.84 0.00 723,370.84 3,883,551.22 4,581.59 3,878,969.63 Including: unrealized financing gains 202,516.90 0.00 202,516.90 508,023.30 0.00 508,023.30 Total 520,853.94 0.00 520,853.94 3,375,527.92 4,581.59 3,370,946.33 12. Long-term equity investment (1) List of long-term equity investment Withdrawn impairment Item 31 Dec 2012 Increase/decrease 30 June 2013 Impairment provision provision in the reporting period Long-term equity investment counting by cost method Xiamen Institute of Foreign 40,000.00 0.00 40,000.00 0.00 0.00 Investment Enterprise Total 40,000.00 0.00 40,000.00 0.00 0.00 Continued: Explanation for indifferences between the Share holding Voting share holding Cash bonus in the Investee Initial investment cost percentage in percentage in percentage and reporting period investee % investee % voting percentage in investee Long-term equity investment counting by cost method Xiamen Institute of Foreign 40,000.00 1.48% 1.48% None 7,533.00 Investment Enterprise 40,000.00 1.48% 1.48% 7,533.00 88 13. Investment property (1) Investment property calculated by cost Increase in the Decrease in the Item 31 Dec 2012 30 June 2013 reporting period reporting period I. Total original book value 102,541,517.29 48,153,657.54 0.00 150,695,174.83 1. Houses and buildings 93,643,129.72 33,459,026.60 0.00 127,102,156.32 2. Land use right 8,898,387.57 14,694,630.94 0.00 23,593,018.51 Increase in the Withdrawn for the reporting period reporting period II. Accumulated depreciation 63,222,059.42 26,926,434.51 4,845,545.37 0.00 94,994,039.30 and amortization 1. Houses and buildings 60,016,205.39 20,989,100.68 4,591,165.05 0.00 85,596,471.12 2. Land use right 3,205,854.03 5,937,333.83 254,380.32 0.00 9,397,568.18 III. Book value of investment 39,319,457.87 55,701,135.53 property 1. Houses and buildings 33,626,924.33 41,505,685.20 2. Land use right 5,692,533.54 14,195,450.33 IV. Accumulated impairment provision of investment 0.00 0.00 0.00 0.00 property 1. Houses and buildings 0.00 0.00 0.00 0.00 2. Land use right 0.00 0.00 0.00 0.00 V. Book value of investment 39,319,457.87 55,701,135.53 property 1. Houses and buildings 33,626,924.33 41,505,685.20 2. Land use right 5,692,533.54 14,195,450.33 (2) The amount of depreciation and amortization withdrawn for investing real estate is RMB 4,845,545.37 for the reporting period. 14. Fixed assets (1) Fixed assets details Increase in the Decrease in the Item 31 Dec 2012 30 June 2013 reporting period reporting period I. Total original book value 1,808,631,955.28 19,012,475.38 63,692,030.09 1,763,952,400.57 Including: Houses and 122,047,551.41 30,005.59 33,723,477.52 88,354,079.48 buildings Machineries 252,273,276.23 4,794,997.28 8,723,770.30 248,344,503.21 Vehicles 1,344,871,852.80 13,670,811.67 18,936,878.11 1,339,605,786.36 Electronics, module and 23,177,448.39 174,256.46 1,467,904.16 21,883,800.69 others Improvement expense of 66,261,826.45 342,404.38 840,000.00 65,764,230.83 fixed assets 89 Increase in the -- Charge for the period reporting period II. Accumulated 1,534,738,610.56 0.00 26,512,928.25 47,780,571.03 1,513,470,967.78 depreciation Including: Houses and 56,595,360.60 0.00 1,184,637.99 21,737,814.70 36,042,183.88 buildings Machineries 179,557,657.50 0.00 4,136,500.56 6,765,284.40 176,928,873.66 Vehicles 1,237,443,693.65 0.00 17,293,558.43 17,298,835.16 1,237,438,416.93 Electronics, module and 22,215,413.55 0.00 168,310.73 1,540,578.08 20,843,146.20 others Improvement expense of 38,926,485.26 0.00 3,729,920.54 438,058.69 42,218,347.11 fixed assets -- III. The net book value of 273,893,344.72 0.00 0.00 250,481,432.79 fixed assets Including: Houses and 65,452,190.81 52,311,895.60 buildings Machineries 72,715,618.73 71,415,629.55 Vehicles 107,428,159.15 102,167,369.43 Electronics, module and 962,034.84 1,040,654.49 others Improvement expense of 27,335,341.19 23,545,883.72 fixed assets IV. Total impairment 54,519,287.18 0.00 1,295,665.12 53,223,622.06 provision Including: Houses and 0.00 0.00 0.00 0.00 buildings Machineries 27,306,896.91 0.00 780,975.54 26,525,921.37 Vehicles 25,884,535.93 0.00 514,689.58 25,369,846.35 Electronics, module and 9,363.36 0.00 0.00 9,363.36 others Improvement expense of 1,318,490.98 0.00 0.00 1,318,490.98 fixed assets V. Total book value of fixed 219,374,057.54 197,257,810.73 assets Including: Houses and 65,452,190.81 52,311,895.60 buildings Machineries 45,408,721.82 44,889,708.18 Vehicles 81,543,623.22 76,797,523.08 Electronics, module and 952,671.48 1,031,291.13 others Improvement expense of 26,016,850.21 22,227,392.74 fixed assets 90 (2) In the accumulated increasing depreciation of fixed assets, the amount of the charge in the reporting period is RMB 26,512,928.25. (3) The amount of fixed assets transferred from the construction in progress which has completed in the reporting period is RMB 1,985,142.26. (4) Temporary idle fixed assets Accrued Impairment Expected when to Item Original book value Net book value depreciation provision put into use Machineries 87,133,868.75 55,014,902.99 26,410,209.99 5,708,755.77 Jan 2014 Vehicles 35,855,456.72 23,756,684.19 12,006,200.71 92,571.82 Jan 2014 Electronics, module and 442,924.56 433,918.08 9,006.48 0.00 Jan 2014 others Improvement expense of 769,902.33 224,544.83 511,627.96 33,729.54 Jan 2014 fixed assets Total 124,202,152.36 79,430,050.09 38,937,045.14 5,835,057.13 (5) Hold-for-sale fixed assets in the reporting period. □Applicable √Inapplicable (6) Fixed assets leased in from financing lease □Applicable √Inapplicable (7) Lists of fixed assets leased out from operation lease Accrued Impairment Item Original book value Net book value depreciation provision Machineries 1,294,781.88 82,039.00 0.00 1,212,742.88 Electronics, module and others 21,595.97 11,062.69 0.00 10,533.28 Vehicles 0.00 0.00 0.00 0.00 Improvement expense of fixed assets 0.00 0.00 0.00 0.00 Total 1,316,377.85 93,101.69 0.00 1,223,276.16 (8) Information of fixed assets failed to accomplish certification of property √Applicable □Inapplicable Accrued Impairment Item Original book value Net book value depreciation provision Elite Garden 835,324.09 236,047.05 0.00 599,277.04 Three Village Green Garden Villa 11,006,702.37 6,741,874.58 0.00 4,264,827.79 Total 11,842,026.46 6,977,921.63 0.00 4,864,104.83 (9) Information of fixed assets for security guarantees at period-end 91 □Applicable √Inapplicable 15. Construction in progress (1) information of construction in progress 30 June 2013 31 Dec 2012 Item Impairment Impairment Book balance Book value Book balance Book value provision provision Modules work in progress 928,027.79 0.00 928,027.79 758,631.32 0.00 758,631.32 New plant construction 7,097,523.10 0.00 7,097,523.10 6,335,802.10 0.00 6,335,802.10 Plant reconstruction 0.00 0.00 0.00 0.00 0.00 0.00 project Total 8,025,550.89 0.00 8,025,550.89 7,094,433.42 0.00 7,094,433.42 (2) Changes in significant construction in progress Transferred to Item Budget 31 Dec 2012 Increase in reporting period Other decrease 30 June 2013 fixed assets Modules work in progress 4,551,367.00 758,631.32 1,522,978.51 1,291,943.59 61,638.45 928,027.79 New plant construction 1,178,161.90 0.00 631,461.90 578,161.90 53,300.00 0.00 Plant reconstruction project 17,310,628.50 6,335,802.10 876,757.77 115,036.77 0.00 7,097,523.10 Total 23,040,157.40 7,094,433.42 3,031,198.18 1,985,142.26 114,938.45 8,025,550.89 Continued: Including: Project input Capitalization capitalization of Capitalization of Source of Item percentage of Project process of interest interest this interest rate (%) funding budget (%) period Modules work in 50.13% Partly completed 0.00 0.00 0.00% Self-owned progress New plant construction 53.60% Partly completed 0.00 0.00 0.00% Self-owned Plant reconstruction 41.99% Partly completed 0.00 0.00 0.00% Self-owned project Total 0.00 0.00 0.00% 16. Intangible assets (1) Information Increase in Decrease in Item 31 Dec 2012 30 June 2013 reporting period reporting period I. Total original book value 45,671,934.23 1,173,221.26 14,694,630.94 32,150,524.55 Land use rights 32,022,668.54 1,173,221.26 14,694,630.94 18,501,258.86 Software of information system 13,649,265.69 0.00 0.00 13,649,265.69 II. Accumulative amortization 20,210,148.07 794,379.54 5,880,658.25 15,123,869.36 Land use rights 8,191,036.31 214,710.38 5,880,658.25 2,525,088.44 Software of information system 12,019,111.76 579,669.16 0.00 12,598,780.92 92 III. Total net book value of 25,461,786.16 17,026,655.19 intangible assets Land use rights 23,831,632.23 15,976,170.42 Software of information system 1,630,153.93 1,050,484.77 IV. Total impairment provision 0.00 0.00 0.00 0.00 Land use rights 0.00 0.00 0.00 0.00 Software of information system 0.00 0.00 0.00 0.00 Total book value of intangible 25,461,786.16 17,026,655.19 assets Land use rights 23,831,632.23 15,976,170.42 Software of information system 1,630,153.93 1,050,484.77 (2) Amortization was of RMB 794,379.54 in reporting period. (3) Total expenditure of R&D projects in the reporting period is RMB 30,687,843.84, which were all included in the current profits and losses. 17. Goodwill Name of investee or event Increase in Decrease in 31 Dec 2012 30 June 2013 The final impairment loss that generated goodwill reporting period reporting period Shanghai Ficense, Co., Ltd. 71,870.08 0.00 71,870.08 0.00 0.00 Dalian Startravel, Co., Ltd. 800,109.01 0.00 800,109.01 0.00 0.00 Xiamen shimmering star international travel service 125,000.00 0.00 125,000.00 0.00 0.00 co., LTD Totall 996,979.09 0.00 996,979.09 0.00 0.00 18. Long-term amortization expense Increase in Amortization in Item 31 Dec 2012 30 June 2013 reporting period reporting period Telecommunications 1,135,999.96 0.00 142,000.02 993,999.94 engineering Houses and buildings 4,788,345.00 172,000.00 793,670.46 4,166,674.54 renovation expenses Landscape engineering 80,744.04 0.00 16,149.00 64,595.04 Others 147,454.07 64,698.39 0.00 212,152.46 Total 6,152,543.07 236,698.39 951,819.48 5,437,421.98 19. 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 Item 30 June 2013 31 Dec 2012 Deferred income tax assets Provision for assets impairment 13,408,537.20 13,312,791.54 accrued expenses 1,382,130.03 1,752,809.23 trading financial liabilities 54,488.29 93 accrued liabilities 2,721.33 2,850.48 accrued liabilities 3,223,429.46 3,876,039.86 undistributed deficit 906,158.24 Unrealized profits from intra-group transactions 74,406.25 74,406.25 Subtotal 18,997,382.51 19,073,385.65 Deferred income tax liabilities: trading financial assets 1,047,894.61 0.00 depreciation of fixed assets 81,453.52 44,686.69 Total 1,129,348.13 44,686.69 (2) List of unrecognized deferred income tax assets Item 30 June 2013 31 Dec 2012 Impairment of fixed assets 2,130,762.20 2,130,762.20 Provision for bad debts 105,860.04 89,878.01 Accrued expenses 4,699,486.84 1,935,174.08 Provision for inventories 592,986.59 397,923.66 Damage can be remedied 14,423,515.89 16,657,993.05 Accrued payroll 306,691.55 224,443.34 Impairment of long-term investment 32,661,635.73 32,661,635.73 Total 54,920,938.84 54,097,810.07 (3) Unrecognized deferred income tax assets will be deductible losses expire the following year Years 30 June 2013 31 Dec 2012 2013 0.00 11,867,632.29 2014 7,007,422.53 7,007,422.53 2015 5,018,318.69 5,151,692.12 2016 15,060,412.43 18,276,746.93 2017 18,131,033.36 24,328,478.25 2018 12,476,876.49 0.00 Total 57,694,063.50 66,631,972.12 (4) Assets which caused temporary differences or corresponding liabilities for temporary differences at period-end The amount of the deductible The amount of the taxable Item temporary differences temporary differences Impairment of fixed assets 44,021,715.68 0.00 Provision for inventories 35,076,004.14 0.00 Provision for bad debts 9,354,663.82 0.00 Accrued expenses 9,186,886.87 0.00 Accrued payroll 21,472,232.95 0.00 Losses could be made up 6,041,054.93 0.00 Internal purchasing unrealized profits 297,625.00 0.00 Accrued liabilities 16,410.21 0.00 Depreciation of fixed assets 0.00 325,814.08 Trading financial assets 0.00 6,985,964.05 Total 125,466,593.60 7,311,778.13 94 20. List of provision for assets impairment Decrease in Increase in Item 31 Dec 2012 reporting period 30 June 2013 reporting period Reversal Written-off Provision for bad debts 8,346,089.21 1,516,757.94 72,666.20 12,076.95 9,778,104.00 Provision for inventories 36,101,815.85 3,098,134.62 0.00 1,752,000.00 37,447,950.47 Impairment of fixed assets 54,519,287.18 0.00 0.00 1,295,665.12 53,223,622.06 Impairment of goodwill 996,979.09 0.00 0.00 996,979.09 0.00 Total 99,964,171.33 4,614,892.56 72,666.20 4,056,721.16 100,449,676.53 21. Short-term loan (1) Category Item 30 June 2013 31 Dec 2012 fiduciary loan 208,305,912.00 31,427,500.00 Total 208,305,912.00 31,427,500.00 22. Trading financial liabilities (1) Category Item 30 June 2013 31 Dec 2012 Derivative financial liabilities 0.00 363,255.25 Total 0.00 363,255.25 23. Notes payable Item 30 June 2013 31 Dec 2012 Trade acceptance bill 54,311,862.79 70,851,519.07 Total 54,311,862.79 70,851,519.07 24. Accounts payable (1) Information Aging 30 June 2013 31 Dec 2012 Within 1 year 417,983,293.24 638,464,227.60 Over 1 years 7,418,135.86 9,366,811.13 Total 425,401,429.10 647,831,038.73 (2) The accounts payable to shareholders with more than 5% (including 5%) of the voting shares of the Company √Applicable □Inapplicable Name of entity Proceeds content 30 June 2013 31 Dec 2012 STAR COMGISTIC CAPITAL CO., LTD. For materials 491,093.09 1,892,677.06 Total 491,093.09 1,892,677.06 95 (3) Notes of the accounts payable aging over one year: Reason for Paid back after Balance Name of entity The amount owed Aging unsettlement Sheet Day amount Xinda ELECTRIC MOTOR 3,091,636.18 1 to 3 years Litigation unsettlement 0.00 CO., LTD Ningbo Jethro electric 982,464.67 2 to 3 years Temporary unsettlement 0.00 appliance co., LTD Ningbo Chaochao Electrical 500,237.01 2 to 3 years Temporary unsettlement 0.00 Appliance Co., Ltd. Zhangzhou Yongxing Hechi 250,000.00 2 to 3 years Guarantee Money 0.00 Plastics Co., Ltd. Longhai Huaning 226,055.72 2 to 3years Guarantee Money 0.00 Metal Products Co., Ltd. Total 4,074,100.85 0.00 (4) In payable accounts, the list of the accounts of payable related party in reporting period Name of entity Proceeds content 30 June 2013 31 Dec 2012 STAR COMGISTIC CAPITAL CO., LTD. Material procurement 491,093.09 1,892,677.06 Thermaster Electronic (Xiamen) Ltd. Material procurement 9,189,924.17 11,110,626.59 Total 9,681,017.26 13,003,303.65 25. Advance from customers (1) Information Aging 30 June 2013 31 Dec 2012 Within 1 year 21,890,049.43 10,541,326.03 Over 1 year 4,629,296.73 1,947,124.30 Total 26,519,346.16 12,488,450.33 (2) Notes of significant advance from customers aging over one year Name of entity Advance amount Aging Reason for unsettlement Sunbeam Corporation Limited 653,429.02 1 to 2 years Temporary unsettled PT.COSMOTECHNOLOGY 529,002.75 1 to 2 years Temporary unsettled LIYA 484,249.82 1 to 2 years Temporary unsettled Conair Corporation 881,254.69 1 to 2 years Temporary unsettled SEB ASIA LTD 374,090.14 1 to 2 years Temporary unsettled Total 2,922,026.42 26. Payroll payable Increase in Item 31 Dec 2012 Paid during the period 30 June 2013 reporting period Salary, bonus, allowance, 27,238,826.19 97,231,541.11 101,517,863.98 22,952,503.32 subsidy Employee welfare 0.00 3,622,994.84 2,628,030.62 994,964.22 ISocial insurance 2,562,674.86 7,346,691.90 9,703,618.37 205,748.39 Including Medical insurance 36,451.72 2,314,514.34 2,328,540.94 22,425.12 96 Basic endowment insurance 2,263,735.48 3,539,430.97 5,640,888.28 162,278.17 Annuity payment 0.00 0.00 0.00 0.00 Unemployment insurance 252,986.23 428,724.89 670,653.72 11,057.40 expense Employment injury insurance 6,296.15 598,817.35 598,590.31 6,523.19 Maternity insurance 3,205.28 465,204.35 464,945.12 3,464.51 Housing fund 8,641,996.20 2,815,205.00 2,436,527.42 9,020,673.78 Labour union fee and employee 0.00 0.00 0.00 0.00 education fee Non-monetary welfare 0.00 1,050.00 1,050.00 0.00 Redundancy compensation 1,673,121.44 1,304,178.40 2,692,038.85 285,260.99 Other 0.00 21,222.00 12,682.00 8,540.00 Total 40,116,618.69 112,342,883.25 118,991,811.24 33,467,690.70 No any amount in arrears in the payroll payable. The closing balance of payroll payable is provision for salary and bonus on of June 2013, and year-end bonus would be released in 2014. 27. Taxes payable Taxes kind 30 June 2013 31 Dec 2012 Business tax 713,303.70 752,725.14 Corporate income tax -1,636,875.43 8,951,307.39 VAT -26,696,131.29 -36,856,195.70 Personal income tax 477,508.00 445,840.37 Education surtax 67,450.00 682,043.99 Urban maintenance and construction tax 44,932.12 623,987.38 building taxes 913,952.75 580,141.06 Others 1,191,856.09 982,410.52 Total -24,924,004.06 -23,837,739.85 28. Interest payable Item 30 June 2013 31 Dec 2012 Interest payable on short-term borrowings 0.00 6,324.78 Total 0.00 6,324.78 29. Other accounts payable (1) Aging analysis accounts Aging 30 June 2013 30 June 2013 Within 1 year 222,648,223.21 43,050,264.26 Over 1 year 9,554,304.74 10,385,421.15 Total 232,202,527.95 53,435,685.41 97 (2) Notes of the other large amount accounts payable aging over 1 year Reason for 资产负债表日后偿还 Name of entity Owned amount Aging unsettlement Amount Xiamen Tsann Kuen Trading Co., Margin 1,468,311.95 1 to 2 years 0.00 Ltd Fujian Province Zhangzhou Margin 800,000.00 1 to 4 years 0.00 SIGMA Metal,INC Zhangzhou Huadaxin Metal Margin 716,500.00 1 to 4 years 0.00 Co., Ltd. Xiamen Hexing Packaging Margin 348,720.00 1 to 4 years 0.00 Printing Co., Ltd. Zhangzhou Jiafeng Ruichuang Margin 330,000.00 1 to 3 years 0.00 Electrics Co., Ltd. Total 3,663,531.95 0.00 (3) Other accounts payable from shareholders with more than 5% (including 5%) of the voting shares of the Company Name of entity Proceeds content 30 June 2013 31 Dec 2012 Fullman Investments Ltd. Money lending 37,072,200.00 0.00 Sinoglobal Development Limited Money lending 61,787,000.00 0.00 EUPA Industry Corporation Limited Money lending 58,079,780.00 0.00 STAR COMGISTIC CAPITAL CO., LTD Agency fees 70,589.36 379,984.25 Total 157,009,569.36 379,984.25 (4) Notes of the other payable accounts of related payable party in reporting period Name of entity Proceeds content 30 June 2013 31 Dec 2012 American CANKUN CO., LTD After sales service 0.00 127,099.16 Tsann Kuen Japan Co., Ltd. reimbursed expenses 623,105.87 715,594.51 Thermaster Electronic (Xiamen) Ltd. material purchase 0.00 22,500.00 STAR TRAVEL SERVICE CORP. Accept service 0.00 35,160.52 The rent deposit and the Xiamen Tsann Kuen Trading Co., Ltd 2,218,311.95 2,993,692.00 rent in advance STAR COMGISTIC CAPITAL CO., LTD Agency fees 70,589.36 379,984.25 Fillman Investment Limited Money lending 37,072,200.00 0.00 Fordchee Development Limited Money lending 61,787,000.00 0.00 EUPA Industry Corporation Limited Money lending 58,079,780.00 0.00 PT.TSANNKUEN INDONESIA equipment purchase 6,862.93 0.00 Total 159,857,850.11 4,274,030.44 30. 预计负债 Increase in reporting Decrease in reporting Item 31 Dec 2012 30 June 2013 period period employee welfare 11,401.92 5,008.29 0.00 16,410.21 Total 11,401.92 5,008.29 0.00 16,410.21 98 31. Other Non-current liabilities Item 30 June 2013 31 Dec 2012 Vocational education subsidies 222,600.00 222,600.00 Total 222,600.00 222,600.00 32. capital stock Unit:Share Increase/Decrease Item 31 Dec 2012 Bonus Conversion 30 June 2013 Allotment Additional Others Subtotal Amount Fund I、Not Listed shares Including: National 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 holdings Domestic legal person 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 shares Overseas legal person 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 shares Others 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total of not listed 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 shares II、Listed shares 1.Domestically listed 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 RMB ordinary shares 2.Domestically listed 185,391,680.00 0.00 0.00 0.00 0.00 0.00 0.00 185,391,680.00 foreign shares 3.Overseas listed 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 foreign shares 4.Others 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total of listed shares 185,391,680.00 0.00 0.00 0.00 0.00 0.00 0.00 185,391,680.00 III、Sum of shares 185,391,680.00 0.00 0.00 0.00 0.00 0.00 0.00 185,391,680.00 33. Capital reserves Increase in reporting Decrease in Item 31 Dec 2012 30 June 2013 period reporting period Capital premium (share capital 210,045,659.80 0.00 0.00 210,045,659.80 premium) Other capital 68,408,787.27 0.00 0.00 68,408,787.27 reserves Total 278,454,447.07 0.00 0.00 278,454,447.07 34. Surplus reserves Category 31 Dec 2012 Increase in this year Decrease in this year 30 June 2013 Reserve fund 1,776,941.05 0.00 0.00 1,776,941.05 Others 4,343,260.77 0.00 0.00 4,343,260.77 Total 6,120,201.82 0.00 0.00 6,120,201.82 35. Retained profits Item 30 June 2013 31 Dec 2012 99 Opening balance of retained profits before adjustments 20,797,991.70 -773,499,943.43 Adjustments of opening balance of retained profits 0.00 0.00 Opening balance of retained profits after adjustments 20,797,991.70 -773,499,943.43 Add: Net profit attributable to owners of the Company 10,425,680.85 21,459,739.95 Surplus reserves make up losses 0.00 774,615,136.23 Less: Withdrawal of statutory surplus reserves 0.00 1,776,941.05 Withdrawal of discretional surplus reserves 0.00 0.00 Withdrawal of provision for general risk 0.00 0.00 Dividend of common stock payable 15,758,292.80 0.00 Dividend of common stock converted into share capital 0.00 0.00 Closing retained profits 15,465,379.75 20,797,991.70 36. Revenue and Cost of Sales (1) Revenue and Cost of Sales Item Current overall tally Accumulated last year Sales of main business 845,775,086.33 1,044,642,038.16 Other operating income 32,069,121.47 24,441,450.33 Total 877,844,207.80 1,069,083,488.49 Cost of main business 752,449,378.64 949,590,779.03 Cost of other operating income 10,213,392.99 7,483,443.01 Total 762,662,771.63 957,074,222.04 (2) Main business (Classified by industry) Current overall tally Accumulated last year Item Operating income Operating costs Operating income Operating costs Catering and 488,925,179.51 429,741,895.84 582,393,490.23 535,280,111.34 Cooking Home helper 223,417,870.62 208,838,462.09 261,169,345.25 239,323,135.82 Tea/Coffee 78,725,449.38 70,039,397.60 108,701,447.51 95,297,668.22 Others 54,706,586.82 43,829,623.11 92,377,755.17 79,689,863.65 Total 845,775,086.33 752,449,378.64 1,044,642,038.16 949,590,779.03 (3) Main business (Classified by area) Item Current overall tally Accumulated last year Operating income Operating costs Operating income Operating costs Australia 57,303,433.44 51,450,875.04 62,458,640.05 57,354,131.32 Africa 10,842,700.35 9,273,579.96 12,780,284.07 10,636,560.87 America 306,490,146.35 272,173,119.01 382,338,083.85 353,665,878.59 Europe 194,967,224.92 169,559,595.38 202,912,779.50 179,678,435.66 Asia 276,171,581.27 249,992,209.25 384,152,250.69 348,255,772.59 Total 845,775,086.33 752,449,378.64 1,044,642,038.16 949,590,779.03 100 (1) The revenue of sales from the top five customers Customer Operating income 占公司全部 Operating income 的 Proportion (%) First 118,650,453.62 13.52% Second 109,517,294.40 12.48% Third 56,502,474.11 6.44% Fourth 48,720,139.98 5.55% Fifth 39,971,897.21 4.55% Total 373,362,259.32 42.54% 37. Business tax and surtax Item Current overall tally Accumulated last year Business tax 1,475,556.78 1,682,165.45 Education surtax 93,937.37 173,731.94 Urban maintenance and construction tax 108,671.50 88,101.27 Others 0.00 2,200.74 Total 1,678,165.65 1,946,199.40 38. Selling expenses Item Current overall tally Accumulated last year Export charges 17,122,067.99 18,671,576.44 Employee compensation 10,001,217.63 13,223,191.10 Contributory value -1,109,288.29 9,133,457.93 Sales commission and after-sales service 1,338,558.81 1,367,655.56 charges Property lease fee 1,484,282.26 2,412,131.66 Travel expense 1,760,774.08 826,479.30 Advertising sales promotion cost 2,616,571.38 3,024,764.92 Office allowance 383,859.79 539,097.04 Traffic expense 416,778.45 550,451.70 Business entertainment 43,253.00 77,965.00 Repairs expense 33,842.83 417,973.89 Depreciation cost 63,073.94 98,165.55 Utility bills 42,896.87 90,005.63 Other expenses 95,983.80 496,090.71 Total 34,293,872.54 50,929,006.43 39. Administrative cost Item Current overall tally Accumulated last year R&D expenditure 30,687,843.84 35,058,310.24 Employee compensation 15,254,431.20 20,357,203.01 Amortization charges 6,536,462.17 6,367,552.02 Rental expense 8,516,499.93 14,372,106.52 Insurance expenses 593,301.54 1,066,747.47 Office allowance 2,812,130.24 2,299,218.65 Travel expense 1,076,864.78 2,426,999.11 Advisory fee 1,072,324.52 2,089,192.58 Repairs expense 2,836,636.89 1,526,054.51 101 Taxation expense 858,299.23 1,762,392.95 Business entertainment 112,704.89 368,457.62 Board of directors' expenses 398,897.78 402,784.87 Utility bills 708,700.75 960,728.66 Other expenses 3,384,728.60 2,455,122.42 Total 74,849,826.36 91,512,870.63 40. Financial expense Item Current overall tally Accumulated last year Interest expense 1,563,100.22 1,767,183.57 Less: Interest income 8,581,346.66 14,308,058.88 Less: Implemented financing income 972,346.12 706,488.20 Exchange gain or loss 10,699,858.51 168,456.42 Bank charges 1,160,280.76 1,227,315.27 Total 3,869,546.71 -11,851,591.82 41. Assets impairment loss Item Current overall tally Accumulated last year Bad debt loss 1,394,731.69 1,423,288.06 Loss on inventory valuation 1,385,604.80 2,968,215.85 Total 2,780,336.49 4,391,503.91 42. Gains and losses from changes in fair value Source Current overall tally Accumulated last year Trading financial assets 7,349,219.30 0.00 Including: gains from the changes in fair value of 7,349,219.30 0.00 derivative financial assets Trading financial liabilities 0.00 -7,195,643.08 Including: Derivative financial liabilities 0.00 -7,195,643.08 Total 7,349,219.30 -7,195,643.08 43. Investment income (1) List of investment income Source Current overall tally Accumulated last year Trading financial assets 3,466,924.99 5,111,481.74 Investment income from disposal of 42,720.64 0.00 subsidiaries Other current assets-financial products 59,166.67 0.00 Others 7,533.00 7,062.00 Total 3,576,345.30 5,118,543.74 102 44. Non-operating gains (1) Notes of non-operating gains Item Current overall tally Accumulated last year Total gains from disposal of non-current assets 1,765,239.78 1,667,049.84 Including: Gains from disposal of fixed assets 1,765,239.78 1,667,049.84 Government grants 2,430,845.00 434,095.56 Others 513,588.23 610,429.92 Total 4,709,673.01 2,711,575.32 (2) List of government grants Current overall Accumulated last Item Source unit approval documents tally year Fujian Province Subsidies for export letter China Exports & Credit Insurance 884,368.00 -258,946.44 Financial guarantees Corporation Fujian Branch Bureau Innovation grants for Zhangzhou provincial innovative 100,000.00 Province Financ Zhangcaijiao [2012] No. 63 enterprise ial Bureau Zhangzhou Provincial science and 50,000.00 Province Minzheng [2011] No.11 technology award Financial Bureau Zhangzhou Special funds for patent 124,530.00 20,000.00 Province Zhangzhi [2013] No.2, No.8 Financial Bureau Fujian Province Foreign Subsidies for exhibition 8,400.00 ZS120101 Investment Service Center Commodities export base Zhangzhou developmental project 150,000.00 Province Zhangzhou (ex) zhi [2013] No.7 subsidies Financial Bureau Zhangzhou Subsidies for increase of 171,947.00 405,692.00 Province Zhangzhengfamingdian [2013] No.1 power consumption Financial Bureau Zhangzhou Free tuition for secondary 208,950.00 Province Mincaijiao [2011] No. 74 school Financial Bureau Zhangzhou Subsidies for industrial 1,000,000.00 Province Zhangcaijiao [2012] No. 62 design Financial Bureau Total 2,430,845.00 434,095.56 45. Non-operating expenses Item Current overall tally Accumulated last year Loss on disposal of non-current assets 157,115.25 1,125.22 Including: Loss on disposal of fixed assets 157,115.25 1,125.22 Losses on scrap of fixed assets 29,032.16 1,147,955.34 Penalty expense 17,053.57 100,025.25 Spending on public welfare donations 482,944.00 0.00 Others 140,290.14 201,345.62 Total 826,435.12 1,450,451.43 103 46. Income tax expense Item Current overall tally Accumulated last year Current income tax expenses 15,674.22 8,701.09 Deferred income tax charge 1,123,768.60 150,000.28 Total 1,139,442.82 158,701.37 47. Calculation procedure of basic earnings per share and diluted earnings per share Reporting period Same period of last year Profits for the reporting period Basic EPS Diluted EPS Basic EPS Diluted EPS Net profits attributable to ordinary 0.06 0.06 -0.10 -0.10 Net profits attributable to ordinary shareholders (excl. 0.00 0.00 -0.10 -0.10 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. 48. Other comprehensive income Item Current overall Accumulated last tally period 1. Profits/(losses) from available-for-sale financial assets 0.00 0.00 Less: Effects on income tax generating from available-for-sale financial assets 0.00 0.00 Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period 0.00 0.00 Subtotal 0.00 0.00 2. Interests in the investee entities’ other comprehensive income as per equity method 0.00 0.00 Less: Effects on income tax generating from the interests in the investee entities’ other comprehensive income as per equity method 0.00 0.00 104 Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period 0.00 0.00 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 instrument 0.00 0.00 Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period 0.00 0.00 The adjustment value that is the converted initial recognition amount of arbitrage project 0.00 0.00 Subtotal 0.00 0.00 4. Converted amount of foreign currency financial statements 2,635,820.49 1,349,983.16 Less: Net value of disposal of oversea operations that recognized into current profit and loss 0.00 0.00 Subtotal 2,635,820.49 1,349,983.16 5. Others 0.00 0.00 Less: Effects on income tax generating from the others that included into other comprehensive income 0.00 0.00 Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period 0.00 0.00 Subtotal 0.00 0.00 Total 2,635,820.49 1,349,983.16 49. Notes of Cash Flow Statement (1) Other cash received relevant to operating activities Item Current overall tally Accumulated last year Deposit 4,653,300.00 1,319,819.35 Income from rental 21,208,425.02 14,094,642.07 Interest income 8,564,975.98 11,361,011.57 Government grants 2,430,845.00 1,143,604.00 Others 14,294,440.27 12,655,584.13 Total 51,151,986.27 40,574,661.12 (2) Other cash paid relevant to operating activities Item Current overall tally Accumulated last year Compensation for technological knowledge 0.00 3,725,389.14 Bank charges 1,160,280.76 1,227,315.27 Purchase and sales commission 2,360,610.76 784,654.73 Operation expenses and other items in administration 89,833,794.41 173,266,336.33 expenses Donate and others 499,997.57 100,025.25 Total 93,854,683.50 179,103,720.72 (3) Other cash received relevant to investment activities Item Current overall tally Accumulated last year Payment of investment in financial products 70,000,000.00 0.00 Total 70,000,000.00 0.00 105 (4) Other cash received relevant to financing activities Item Current overall tally Accumulated last year Money lending of related party 158,789,800.00 244,582,470.90 Total 158,789,800.00 244,582,470.90 (5) Other cash payments relating to financing activities Item Current overall tally Accumulated last year Cash paid for the combination of entities 0.00 39,811,905.00 under common control Money lending of related party 0.00 125,561,715.00 Total 0.00 165,373,620.00 50. Appendix of Cash Flow Statement (1) Appendix of Cash Flow Statement Supplemental information Current overall tally Accumulated last year Reconciliation of net profit to net cash flows generated from operating activities Net profit 11,379,048.09 -25,893,398.92 Add: Provision for impairment of assets 2,780,336.49 4,391,503.91 Depreciation of fixed assets, of oil-gas assets, of productive biological 31,358,473.72 39,535,785.94 assets Amortization of intangible assets 794,379.54 1,163,945.14 Amortization of long-term deferred expense 951,819.48 1,291,742.90 Losses on disposal of property, plant and equipment, intangible assets -1,608,124.53 -1,665,924.62 and other long-term assets (gains: negative) Loss on retirement of fixed assets (gains: negative) 29,032.16 1,147,955.34 Loss on fair value change (gains: negative) -7,349,219.30 7,195,643.08 Financial cost (gains: negative) 12,852,007.01 1,229,151.79 Investment loss (gains: negative) -3,533,624.66 -5,118,543.74 Decrease in deferred income tax assets (gains: negative) 76,003.14 150,000.28 Increase in deferred income tax liabilities (decrease: negative) 1,084,661.44 0.00 Decrease in inventory (gains: negative) 28,225,419.19 30,519,780.10 106 Decrease in accounts receivable from operating activities (gains: 67,706,472.81 127,472,860.71 negative) Increase in payables from operating activities (decrease: negative) -208,183,230.06 -227,986,101.28 Net cash flows generated from operating activities -63,436,545.48 -46,565,599.37 Investing and financing activities that do not involving cash receipts and payment: Conversion of debt into capital Net increase in cash and cash equivalents Closing balance of cash 920,204,606.38 1,030,890,983.86 Less: Opening balance of cash 759,361,575.52 706,132,122.10 Net increase in cash and cash equivalents 160,843,030.86 324,758,861.76 (2) Information about acquisition or disposal of subsidiary and other business units in the reporting period 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 units 39,811,905.00 2. Cash and cash equivalents paid for the acquisition of subsidiaries and other business units Less: Cash and cash equivalents held by subsidiaries and other business units 8,650,355.33 3. Net cash paid for the acquisition of subsidiaries and other business units 31,161,549.67 4. Net assets from the acquisition of subsidiaries 29,819,283.95 Current assets 39,018,387.19 Non-current assets 51,997,367.76 Current liabilities 61,151,346.28 None current liabilities 45,124.72 II. Information about disposal of subsidiaries and other business -- -- units 1. Price of the disposal of subsidiaries and other business units 99,000.00 2. Cash and cash equivalents received from the disposal of 99,000.00 subsidiaries and other business units Less: Cash and cash equivalents held by subsidiaries and 0.00 other business units 3. Net cash received from the disposal of subsidiaries and other 99,000.00 business units 4. Net assets from the disposal of subsidiaries 0.00 Current assets 0.00 Non-current assets 0.00 Current liabilities 0.00 None current liabilities 0.00 107 (3) Composition of cash and cash equivalents Item 30 June 2013 31 Dec 2012 1. Cash 920,204,606.38 759,361,575.52 Including: cash in hand 714,518.54 833,947.68 Bank deposit can be used for payment at any time 919,490,087.84 758,527,627.84 Other monetary funds can be used for payment at any time 0.00 0.00 Deposits in central bank can be used for payment 0.00 0.00 Deposits in other banks 0.00 0.00 Call loans to banks 0.00 0.00 2.Cash equivalents 0.00 0.00 Including: bond investments due within three months 0.00 0.00 3. Closing balance of cash and cash equivalents 920,204,606.38 759,361,575.52 VI. Accounting treatment of asset securitization business: none VII. Relationship and Related Party Transactions 1. Particulars about the parent company: 1. Particulars about the control relationship of the parent company Name of parent Enterprise Registrati Legal Business Relationship Registered capital company nature on place representative nature STAR Ultimate Manufacturi COMGISTIC Joint stock ng, selling TWD2,686,000 holding Taiwan Yang Wenfang CAPITAL CO., company electrical thousand LTD. company appliances continued: Proportions of Proportions of Ultimate parent company’s parent company’s controller Name of parent company Organization code shareholding to voting right to the of the the company (%) company (%) company STAR COMGISTIC CAPITAL CO., 43.64% 45.42% Wu Cankun 28986660 LTD. 2. Subsidiaries of the Company Proportio Legal Proportion Name of Registered Registered n of Organization Type represent Business nature of voting company place capital shares code ative right (%) held (%) Small home Controlling Jian 16,000 ten TKL Zhangzhou appliance 75.00 75.00 73954770-9 subsidiary Derong thousand dollar manufacturing Subsidiary of Small home Jian 500 ten thousa TKN controlling Zhangzhou appliance 56.25 75.00 77067325-2 Derong nd yuan subsidiary manufacturing TKS Controlling Shanghai Jian Small home 4,000 ten 62.50 62.50 60729103-5 108 Proportio Legal Proportion Name of Registered Registered n of Organization Type represent Business nature of voting company place capital shares code ative right (%) held (%) subsidiary Derong appliance thousand dollar manufacturing Non-enterprise Secondary voc units of Zhu 300 ten LTC Zhangzhou ational educati 75.00 100.00 79176918-1 Chengde thousand yuan controlling on subsidiary the sale Subsidiary of Jian 495 ten STD controlling Shanghai of home 56.25 100.00 67455210-0 Derong thousand yuan subsidiary appliance wholly-owned Zhu 500 ten thousa TSX Xiamen travel business 100.00 100.00 67829338-8 subsidiaries Chengde nd yuan Subsidiary of Dai the sale of 3,000 ten thous TSX3C controlling Xiamen 75.00 100.00 68525122-3 Huiyuan home appliance and yuan subsidiary Subsidiary of Jian the sale of 2,800 ten thous SCCX controlling Xiamen 75.00 100.00 55623112-X Derong home appliance and yuan subsidiary Yingsheng Subsidiary of Jian Investment and 13,599.30ten Development controlling Hongkong 75.00 100.00 Derong trade thousand HKD Co., Ltd. subsidiary Subsidiary of Small home Jian 1,750ten TKI controlling Indonesia appliance 74.68 99.57 Derong thousand dollar subsidiary manufacturing 3. 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 American CANKUN CO., LTD Same ultimate holding company Tsann Kuen Japan Co., Ltd. Same ultimate holding company 0105-01-021064 The company directly controlled by the key Thermaster Electronic (Xiamen) Ltd. 61201968-5 management and closed family 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 PT.TSANNKUEN INDONESIA Controlled by same actual controller PT TSANNKUEN PROPERTY Controlled by same actual controller DEVELOPMENT INDONESIA Fordchee Development Limited Controlled by same actual controller 1748378 The company directly controlled by the key Rich Star Limited management and closed family members 109 4. Related party transactions (1) Purchase of goods, services received among the related-party Current overall tally Accumulated last year Content of Name of Pricing principle related Proportion in Proportion in company of related parties transaction Amount transactions of Amount transactions of the same kind the same kind Procurement of According to Thermaster raw materials contract price Electronic 2.15 and mechanical signed by both 17,066,825.03 3.21 19,376,014.52 (Xiamen) Ltd. parts parties STAR Procurement of According to COMGISTIC raw materials contract price 0.65 CAPITAL CO., and mechanical signed by both 2,627,119.41 0.49 5,829,975.84 LTD. parts parties Total 19,693,944.44 3.70 25,205,990.36 2.80 (2) Statement of sales of goods and rendering of services Current overall tally Accumulated last year Content of Name of Pricing principle of Proportion in Proportion in related company related parties Amount transactions of Amount transactions of transaction the same kind the same kind According to Tsann Kuen contract price Sales of goods 36,873,729.50 4.36 70,085,341.71 6.97 Japan Co., Ltd. signed by both parties Tsann Kuen According to (China) contract price Sales of goods 0.00 0.00 142,435.90 0.01 Enterprise Co., signed by both Ltd. parties According to Thermaster contract price Electronic Sales of goods 0.00 0.00 1,312.96 0.00 signed by both (Xiamen) Ltd. parties According to Xiamen Tsann contract price Kuen Trading Sales of goods 13,453,679.07 1.59 29,845,110.64 2.97 signed by both Co.,Ltd parties Total 50,327,408.57 5.95 100,074,201.21 9.95 (3) Information of related-party lease Rental income Pricing basis Category of the recognized in Name of lessor Name of lessee Initial date Ending date for the rental leased assets the reporting income period Xiamen Tsann According to Xiamen Tsann Kuen (China) contract price Kuen Trading House and land 16 Sept 2011 24 July 2015 Enterprise Co., signed by both 759,053.58 Co., Ltd Ltd. parities 110 (4) Money lending of related-party Name of related party Amount Initial date Ending date Notes Borrowing Fillman Investment Limited 4,000,000.00 2013.04.15 2014.04.14 dollar loan EUPA Industry Corporation 9,400,000.00 2013.03.20 2014.03.19 dollar loan Limited Fordchee Development Limited 10,000,000.00 2013.03.01 2014.02.28 dollar loan Fillman Investment Limited 1,000,000.00 2013.03.18 2013.12.31 dollar loan Fillman Investment Limited 1,000,000.00 2013.04.24 2013.12.31 dollar loan (5) Other related-party transaction Current overall tally Accumulated last year Proportion in Proportion in Name of related party Transaction Contents transactions d transactions of the same of the same Amount kind Amount kind Payment After-sale service American CANKUN CO., LTD 0.00 0.00 144,679.93 100.00 cost(notes:1) STAR COMGISTIC CAPITAL CO., Purchasing agent 111,505.63 100.00 290,007.92 100.00 LTD fee(notes:2) Three packs of Tsann Kuen Japan Co., Ltd. 122,165.26 0.11 4,942,860.04 24.82 cost(notes:3) STAR TRAVEL NETWORK Accept 0.00 0.00 637,829.65 17.01 TRAVEL SERVICE CORP. service(notes:4) Accept STAR TRAVEL SERVICE CORP. 318,072.06 1,065,008.69 28.40 service(notes:4) 0.19 Purchase of fixed PT.TSANNKUEN INDONESIA 139,478.16 0.01 0.00 0.00 assets Total 691,221.11 7,080,386.23 Income STAR TRAVEL NETWORK Rendering of service 0.00 0.00 2,835.50 0.07 TRAVEL SERVICE CORP. (notes:4) STAR TRAVEL SERVICE CORP. Rendering of service 0.00 0.00 453,062.86 10.78 (notes:4) Thermaster Electronic (Xiamen) Ltd. Rendering of service 0.00 0.00 94,419.00 2.25 (notes:4) Xiamen Tsann Kuen Trading Co., Ltd Rendering of service 0.00 0.00 86,497.00 2.06 (notes:4) 1,500,000.0 Xiamen Tsann Kuen Trading Co., Ltd Rent 5.60 4,513,888.86 18.50 0 PT TSANNKUEN PROPERTY Sale of plant assets 50,808.92 0.01 0.00 0.00 DEVELOPMENT INDONESIA 1,550,808.9 Total 5,150,703.22 2 Notes 1: American CANKUN CO., LTD provides after-sale service for the Company and its subsidiaries in the USA, and the Company and its subsidiaries would pay for the after-sale service fees of 102% according to the actually happened related fees. Both parts would end up this agreement in 1 Jan 2013. 111 Notes 2: The Company and its subsidiaries authorize related company to purchase raw materials, molds and equipments. The relevant agency fees would be paid of 110% of the actual happened operating fees. Notes 3: The three packs of costs is the relevant fees that the Company’s subsidiaries paid for the issues of quality to the related company about purchasing parts and finished goods. Notes 4: Both of the Company and the related company offer non-exclusive agency service, to transact the TCAP of travel business, and to agent service fees according to the actual quoted prices of orders requirements of each batch. 5. Amounts due from/to related parties Name of the item Related party 30 June 2013 31 Dec 2012 Accounts receivable 29,032,940.34 22,551,408.94 Tsann Kuen Japan Co., Ltd. 23,918,636.16 14,894,151.55 STAR COMGISTIC CAPITAL CO., 5,114,304.18 7,657,257.39 LTD Accounts receivable 9,681,017.26 13,003,303.65 Thermaster Electronic (Xiamen) Ltd. 9,189,924.17 11,110,626.59 STAR COMGISTIC CAPITAL CO., 491,093.09 1,892,677.06 LTD Other accounts payable 159,857,850.11 4,274,030.44 American CANKUN CO., LTD 0.00 127,099.16 Tsann Kuen Japan Co., Ltd. 623,105.87 715,594.51 Thermaster Electronic (Xiamen) Ltd. 0.00 22,500.00 STAR TRAVEL SERVICE CORP. 0.00 35,160.52 Xiamen Tsann Kuen Trading Co., Ltd 2,218,311.95 2,993,692.00 STAR COMGISTIC CAPITAL CO., 70,589.36 379,984.25 LTD Fillman Investment Limited 37,072,200.00 0.00 EUPA Industry Corporation Limited 58,079,780.00 0.00 Fordchee Development Limited 61,787,000.00 0.00 PT.TSANNKUEN INDONESIA 6,862.93 0.00 Deposit received 226,511.14 0.00 Thermaster Electronic (Xiamen) Ltd. 226,511.14 0.00 VIII. Contingency 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 112 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 RMB100 million, and a compensation of RMB7,621,600.00. 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. IX. Commitments 1. Rental contract entered into and under execution as well as its financial effect Item 30 June 2013 31 Dec 2012 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 134,165 137,892 Total 145,346 149,073 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. X. Notes of other significant events 1.Assets and liabilities calculated by fair value Income from Withdrawn Accrued fair value fair value impairment Item 31 Dec 2012 change that 30 June 2013 change in in reporting recognized in equit reporitng period period Financial assets 1.Financial assets recogninzed into current gains and losses by 0.00 0.00 0.00 0.00 0.00 calculated in fair value (excluded derivative financial assets) 2. Derivative financial assets 0.00 6,985,964.05 0.00 0.00 6,985,964.05 113 Income from Withdrawn Accrued fair value fair value impairment Item 31 Dec 2012 change that 30 June 2013 change in in reporting recognized in equit reporitng period period 3. Available-for-sale financial 0.00 0.00 0.00 0.00 0.00 assets Subtotal of financial assets 0.00 0.00 0.00 0.00 0.00 Investment property 0.00 0.00 0.00 0.00 0.00 Productive biological assets 0.00 0.00 0.00 0.00 0.00 Others 0.00 0.00 0.00 0.00 0.00 Total 0.00 6,985,964.05 0.00 0.00 6,985,964.05 Financial liabilities 1.Derivative financial liabilities 363,255.25 -363,255.25 0.00 0.00 0.00 2. Foreign financial assets and financial liability Income from fair value Accrued fair value Withdrawn Item 31 Dec 2012 change in change that impairment in 30 June 2013 reporitng recognized in equit reporting period period Financial assets 1.Financial assets recogninzed into current gains and losses by calculated in fair value (excluded derivative financial assets) 2. Derivative financial assets 3. Loan and accounts 272,834,974.72 1,405,451.17 223,183,466.53 receivable 4. Available-for-sale financial assets 5. Held-to-maturity investment Subtotal of financial 272,834,974.72 1,405,451.17 223,183,466.53 assets Financial liabilities 157,381,973.03 0.00 284,459,403.19 3. Notes of mutual guarantee between the Company and its subsidiaries in reporting period: None 114 XI. Notes of main items in the financial statements of the Company 1. Accounts receivable (1) Accounts receivable Item 30 June 2013 31 Dec 2012 Provision Propo Provision Propo Proporti Proporti Amount for bad rtion Amount for bad rtion on (%) on (%) debts (%) debts (%) Accounts receivable with significant single amount and 0.00 0.00% 0.00 0.00% 0.00 0.00% 0.00 0.00% individually withdrawn bad debt provision Accounts receivable for which bad debt provisions are made on the group basis Aging group 10,707,565.09 98.89% 23,453.20 0.22% 4,102,975.24 98.34% 0.00 0.00% Related group 119,672.93 1.11% 0.00 0.00% 69,268.54 1.66% 0.00 0.00% Subtotal of the groups 10,827,238.02 100.00% 23,453.20 0.22% 4,172,243.78 100.00% 0.00 0.00% Accounts receivable with insignificant single amount 0.00 0.00% 0.00 0.00% 0.00 0.00% 0.00 0.00% but individually withdrawn bad debt provision Total 10,827,238.02 100.00% 23,453.20 0.22% 4,172,243.78 100.00% 0.00 0.00% (2) In groups, the payable assets of provision for bad debts by aging analysis 30 June 2013 31 Dec 2012 Aging Proportion Provision for Proportion Provision for Amount Amount (%) bad debts (%) bad debts Within 1 year 10,707,565.09 100.00% 23,453.20 4,102,975.24 100.00% 0.00 Including: 1 to 10,548,465.16 98.51% 0.00 4,102,975.24 100.00% 0.00 90 days 91 to 180 days 123,872.00 1.16% 14,987.89 0.00 0.00% 0.00 181 to 270 days 35,227.93 0.33% 8,465.31 0.00 0.00% 0.00 271 to 365 days 0.00 0.00% 0.00 0.00 0.00% 0.00 1 to 2 years 0.00 0.00% 0.00 0.00 0.00% 0.00 2 to 3 years 0.00 0.00% 0.00 0.00 0.00% 0.00 Total 10,707,565.09 100.00% 23,453.20 4,102,975.24 100.00% 0.00 (3) Information of shareholders with more than 5% (including 5%) of the voting shares of the Company in accounts receivable in report period □Applicable √Inapplicable 115 (4) Top five accounts receivable Name of entity Relationship Amount Aging Proportion (%) First Non-related party 6,768,900.00 Within 1 year 62.52% Second Non-related party 1,085,479.00 Within 1 year 10.03% Third Non-related party 1,066,238.00 Within 1 year 9.85% Fourth Non-related party 1,022,134.60 Within 1 year 9.44% Fifth Non-related party 225,000.00 Within 1 year 2.08% Total 10,167,751.60 93.92% 2. Other accounts receivable (1) Category 30 June 2013 31 Dec 2012 Item Provision Propo Provision Propo Proporti Proporti Amount for bad rtion Amount for bad rtion on (%) on (%) debts (%) debts (%) Other accounts receivable with significant single amount and 0.00 0.00% 0.00% 0.00 0.00% 0.00 0.00% individually withdrawn bad debt provision Other accounts receivable for which bad debt provisions are made on the group basis Aging group 137,699.39 100.00% 4,615.05 3.35% 240,853.53 100.00% 4,134.07 1.72% Related group 0.00 0.00% 0.00% 0.00 0.00% 0.00 0.00% Subtotal of the groups 137,699.39 100.00% 4,615.05 3.35% 240,853.53 100.00% 4,134.07 1.72% Other accounts receivable with insignificant single amount but 0.00 0.00% 0.00 0.00% 0.00 0.00% 0.00 0.00% individually withdrawn bad debt provision Total 137,699.39 100.00% 4,615.05 3.35% 240,853.53 100.00% 4,134.07 1.72% (2) In the groups, other accounts receivable adopting aging analysis method to withdraw bad debt provision: √Applicable □Inapplicable 30 June 2013 31 Dec 2012 Aging Proportion Provision for Proportion Provision for Amount Amount (%) bad debts (%) bad debts Within 1 year 133,763.29 97.14% 678.95 237,892.38 98.77% 1,172.92 Including: 1 to 90 131,631.11 95.59% 0.00 233,206.44 96.83% 0.00 days 91 to 180 days 967.86 0.70% 96.79 1,164.32 0.48% 116.43 181 to 270 days 0.00 0.00% 0.00 3,521.62 1.46% 1,056.49 271 to 365 days 1,164.32 0.85% 582.16 0.00 0.00% 0.00 1 to 2 years 2,184.54 1.59% 2,184.54 2,961.15 1.23% 2,961.15 2 to 3 years 1,751.56 1.27% 1,751.56 0.00 0.00% 0.00 Total 137,699.39 100.00% 4,615.05 240,853.53 100.00% 4,134.07 116 (3) 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 (4) Notes of the major units of other payable assets Name of entity Relationship Amount Aging Proportion (%) Xiamen Souchuang Junhe Patent Non-related party 20,902.00 Within 30 days 15.18% Agency Co., Ltd. Xiamen Zhoubaoyou COSCO Non-related party 18,136.57 30 to 180 days 13.17% LOGISTICS Xiamen Islands Hotel co., LTD. Non-related party 15,000.00 Within 30 days 10.89% Xiamen Yipin Fujian Wine Wine Non-related party 14,055.54 Within 30 days 10.21% industry co., LTD. Total 68,094.11 49.45% 3. Long-term equity investments (1) Notes Explanations on differences between Accounting Initial investment Shareholding Voting right The investee shareholding proportion method cost Proportion Proportion and voting right proportion ShanghaiTsann Kuen Enterprise Co., Cost method 194,545,872.18 62.50 62.50 Ltd. Zhangzhou Tsann Kuen Enterprises Cost method 921,914,701.56 75.00 75.00 Co., Ltd. Xiamen Star International Travel Cost method 5,000,000.00 100.00 100.00 Service Co., Ltd. Xiamen Institute of Foreign Cost method 40,000.00 1.48 1.48 Investment Enterprise Total 1,121,500,573.74 Continued: Withdrawal amount of Increase/ Provision for impairment The investee 31 Dec 2012 30 June 2013 Cash bonus decrease impairment loss provision in the reporting period ShanghaiTsann Kuen Enterprise Co., 194,545,872.18 0.00 194,545,872.18 130,646,542.91 0.00 0.00 Ltd. Zhangzhou Tsann Kuen Enterprises 921,914,701.56 0.00 921,914,701.56 0.00 0.00 0.00 Co., Ltd. Xiamen Star International Travel 5,000,000.00 0.00 5,000,000.00 0.00 0.00 0.00 Service Co., Ltd. Xiamen Institute of Foreign 40,000.00 0.00 40,000.00 0.00 0.00 7,533.00 Investment Enterprise Total 1,121,500,573.74 0.00 1,121,500,573.74 130,646,542.91 0.00 7,533.00 117 4. Operating income and costs (1) Operating income Item Current overall tally Accumulated last year Main business revenue 27,869,917.21 0.00 Other business revenue 7,576,194.98 5,678,593.69 Total 35,446,112.19 5,678,593.69 Cost of sales 22,768,892.12 0.00 Other cost of sales 2,411,159.04 2,575,647.75 Total 25,180,051.16 2,575,647.75 (2) Main business (Classified by product) Current overall tally Accumulated last year Item Operating income Operating costs Operating income Operating costs Catering and Cooking 6,182,380.83 4,936,382.81 0.00 0.00 Home helper 14,108,680.29 11,836,580.41 0.00 0.00 Tea/Coffee 7,054,358.34 5,627,339.05 0.00 0.00 Others 524,497.75 368,589.85 0.00 0.00 Total 27,869,917.21 22,768,892.12 0.00 0.00 (3) Main business (Classified by area) Current overall tally Accumulated last year Item Operating income Operating costs Operating income Operating costs Asia 27,869,917.21 22,768,892.12 0.00 0.00 Total 27,869,917.21 22,768,892.12 0.00 0.00 (4) Revenue of sales from the top five customers Customers Operating income Proportion (%) First 7,106,312.78 20.05% Second 4,131,177.80 11.65% Third 3,976,529.96 11.22% Fourth 3,547,363.27 10.01% Fifth 2,401,545.55 6.78% Total 21,162,929.36 59.71% 5. Investment income (1) List of investment income 118 Source Current overall tally Accumulated last year Long-term equity investment income accounted by cost method 7,533.00 7,062.00 Long-term equity investment income accounted by cost method 0.00 0.00 Investment income arising from disposal of long-term equity 0.00 0.00 investments Total 7,533.00 7,062.00 (2) Long-term equity investment income accounted by cost method Reason for increase/decrease Name of investee Current overall tally Accumulated last year YoY Xiamen Institute of Foreign Investment 7,533.00 7,062.00 None Enterprise Total 7,533.00 7,062.00 6. Supplemental information of Cash Flow Statement Supplemental information Current overall tally Accumulated last year 1. Reconciliation of net profit to net cash flows generated from operations: Net profit 6,599,285.59 638,884.09 Add: Provision for assets impairments 109,836.18 -613.09 Depreciation of fixed assets, oil and gas assets and productive biological assets 2,841,827.86 3,002,297.99 Amortization of intangible assets 218,254.92 235,676.63 Amortization of long-term deferred expense 170,149.02 158,149.02 Losses/gains on disposal of property, intangible asset and other long-term assets (gains: negative) -702,653.94 -147,115.38 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) -176,981.36 -36.01 Investment loss (gains: negative) -7,533.00 -7,062.00 Decrease in deferred tax assets (increase: negative) 0.00 0.00 119 Increase in deferred tax liabilities (decrease: negative) 0.00 0.00 Decrease in inventory (increase: negative) 2,416,142.22 0.00 Decrease in accounts receivable from operating activities (increase: negative) -7,287,880.12 -209,568.97 Increase in accounts payable from operating activities (decrease: negative) 1,082,143.36 -4,270,072.25 Net cash flows generated from operating activities 5,262,590.73 -599,459.97 2. Significant investing and financing activities without involvement of cash receipts and payments Debt converted into capital 3. Change of cash and cash equivalent: Closing balance of cash 7,942,734.91 13,264,650.77 Plus: closing balance of cash equivalent 17,652,594.45 13,757,429.84 Less: opening balance of cash equivalents -9,709,859.54 -492,779.07 XII. Supplemental information 1. Notes of non-recurrent profit and loss in reporting period Item Amount Notes Loss and gains on disposal of non-current assets (Including 1,579,092.37 write-off part of the provision for asset impairment) Tax rebates and cuts of ultra vires approval or without formal approval Governmental subsidy included in the current profits and losses(is closely related with the business event, except for the governmental 2,430,845.00 subsidy that according to the national unity standard quota or the quantitative regal assets) Tax for the possession of funds from the non-financial business Included in the current losses and gains The quota of the Company receives from the subsidiaries, joint ventures and cooperative enterprises of the costs of investment is less than that of the gains produced from the investment which enjoys net assets of fair value that recognized by the investee. Exchange gains and losses of non-monetary assets Gains and losses of agenting others of investment or managing assets Withdrawing impairment of assets owning of force majeure factors, including suffer from natural disasters Gains and losses of debt restructuring Enterprise restructuring charges, for example, staffing costs costs of integration Gains and losses produced when exchanging prices unconscionable at the fair that exceed the fair value 120 Item Amount Notes The current net profits and losses produced when the subsidiar ies combine under the same control from the beginning to the combining date Gains and losses produced from the contingency which have n othing to do with the Company’s normal business operations In addition to the valid hedging activity associated with the normal operation of the Company, the changes in fair value through gains Mainly is the investment returns of the or losses which arising from the holding trading financial assets and Selling of forward foreign exchange 10,875,310.96 the trading financial liabilities as well as the investment income that contracts, changes in fair value gains, other earning from the disposal of trading financial assets, trading liquid assets income of financial products financial liabilities and available-for-sale financial assets The reversal of impairment of receivables of the individual impairment test Gains and losses from the external entrusted loans Gains and losses for changes in fair value of investment property resulting from the subsequent measure through the fair value model The impact of a one-time adjustment of current gains and losses according to the laws and regulations of tax, accounting and others on current gains and losses Trustee fee income earning from the entrusted management Income and expenses of the other operation except the mentioned -126,699.48 above The other items of gains and losses conforming the definition of 42,720.64 Gains of the disposal of subsidiaries non-recurring gains and losses Less:the effect of income tax 2,100,136.68 the effect of minority interest (after tax) 2,983,074.85 Total 9,718,057.96 2. Net assets income rate and earnings per share Unit: yuan Earnings per share Profits in reporting period ROEWA(%) Basic EPS Diluted EPS Net margins of the Company’s common stock holders 2.14% 0.06 0.06 Net margins of the Company’s common stock holders 0.15% 0.00 0.00 which has reduced non-recurring gains and losses 121