Report for the First Quarter of 2014 of Tsann Kuen (China) Enterprise Co., Ltd. Tsann Kuen (China) Enterprise Co., Ltd. Report for the First Quarter of 2014 Apr. 2014 1 Report for the First Quarter of 2014 of Tsann Kuen (China) Enterprise Co., Ltd. Section I. Important Reminders 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. 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. All directors attended the board session for reviewing this report. This report is prepared in both Chinese and English. Should there be any discrepancy between the two versions, the Chinese version shall prevail. 2 Report for the First Quarter of 2014 of Tsann Kuen (China) Enterprise Co., Ltd. Section II. Financial Highlights & Change of Shareholders I. Financial highlights Does the Company adjust retrospectively or restate financial data of previous periods? □ Yes √ No Unit: RMB Yuan YoY Jan.-Mar. 2014 Jan.-Mar. 2013 increase/decreas e (%) Operating revenues 424,258,718.53 424,878,316.41 -0.15% Net profit attributable to shareholders of the Company 5,447,385.36 7,578,667.87 -28.12% Net profit attributable to shareholders of the Company after extraordinary 11,424,272.23 4,128,159.49 176.74% gains and losses Net cash flows from operating activities -15,588,009.47 -28,409,039.92 45.13% Basic EPS (RMB Yuan/share) 0.03 0.04 -25.00% Diluted EPS (RMB Yuan/share) 0.03 0.04 -25.00% Weighted average ROE (%) 1.04% 1.54% -0.50% Increase/decreas 31 Mar. 2014 31 Dec. 2013 e (%) Total assets 2,048,719,512.95 1,690,801,284.83 21.17% Owners’ equity attributable to shareholders of the Company (RMB Yuan) 527,675,019.15 520,693,211.26 1.34% Items and amounts of extraordinary gains and losses √Applicable □Inapplicable Unit: RMB Yuan Amount as of Jan.-Mar. 2014 Item Note (unit: RMB Yuan) Gain/loss on the disposal of non-current assets (including the offset part of the asset 626,858.39 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 to 1,913,721.00 the government’s unified standards Capital occupation charges on non-financial enterprises that are recorded into current gains and losses 3 Report for the First Quarter of 2014 of Tsann Kuen (China) Enterprise Co., Ltd. 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 on business reorganization, such as expenses on staff arrangements, integration, 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 tradable financial liabilities, as well as investment income from disposal of tradable -16,884,375.90 financial assets and tradable financial liabilities and financial assets available for sales except for effective hedging related with normal businesses of the Company Impairment provision reversal of accounts receivable on which the impairment test is carried out separately Gain/loss on entrustment loans 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 Non-operating income and expense other than the above 5,026,120.65 Other gain and loss items that meet the definition of an extraordinary gain/loss Less: Income tax effects -1,980,504.05 Minority interests effects (after tax) -1,360,284.94 Total -5,976,886.87 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 4 Report for the First Quarter of 2014 of Tsann Kuen (China) Enterprise Co., Ltd. II. Total number of shareholders at the period-end and shares held by the top ten shareholders Unit: Share Total number of shareholders at the 25,074 period-end Shares held by the top ten shareholders Number of the Pledged or frozen shares Nature of Shareholding Number of the Name of shareholder restricted shares shareholder percentage (%) shares held Status of shares Number of shares held FORDCHEE Foreign DEVELOPMENT 29.1% 53,940,530 0 N/A N/A corporation LIMITED EUPA INDUSTRY Foreign CORPORATION 13.83% 25,633,718 0 N/A N/A corporation LIMITED FILLMAN Foreign INVESTMENTS 2.49% 4,621,596 0 N/A N/A corporation LIMITED Domestic natural Chen Yongquan 0.9% 1,668,747 0 N/A N/A person Foreign natural Xia Qianru 0.7% 1,299,545 0 N/A N/A person Domestic natural Ou Yanping 0.65% 1,205,200 0 N/A N/A person Foreign natural Chen Lijuan 0.55% 1,012,791 0 N/A N/A person Foreign natural Chen Yongqing 0.53% 981,598 0 N/A N/A person Domestic natural Zou Shilin 0.46% 847,503 0 N/A N/A person CSC SECURITIES Foreign 0.45% 833,136 0 N/A N/A (HK) LTD. corporation Shares held by the top ten floating share holders Number of non-restricted shares Type of shares Name of shareholder held Type Number FORDCHEE DEVELOPMENT 53,940,530 Domestically listed foreign shares 53,940,530 LIMITED EUPA INDUSTRY CORPORATION 25,633,718 Domestically listed foreign shares 25,633,718 5 Report for the First Quarter of 2014 of Tsann Kuen (China) Enterprise Co., Ltd. LIMITED FILLMAN INVESTMENTS LIMITED 4,621,596 Domestically listed foreign shares 4,621,596 Chen Yongquan 1,668,747 Domestically listed foreign shares 1,668,747 Xia Qianru 1,299,545 Domestically listed foreign shares 1,299,545 Ou Yanping 1,205,200 Domestically listed foreign shares 1,205,200 Chen Lijuan 1,012,791 Domestically listed foreign shares 1,012,791 Chen Yongqing 981,598 Domestically listed foreign shares 981,598 Zou Shilin 847,503 Domestically listed foreign shares 847,503 CSC SECURITIES (HK) LTD. 833,136 Domestically listed foreign shares 833,136 The top three shareholders are the Company’s corporate controlling shareholders. It is Explanation on associated relationship unknown to the Company whether there exists associated relationship among the or persons acting in concert among the shareholders above or they are acting-in-concert entities as stipulated in the Administrative above-mentioned shareholders Measures on Information Disclosure of Changes in Shareholding of Listed Companies. Did any shareholder of the Company carry out an agreed buy-back in the reporting period? □ Yes √ No 6 Report for the First Quarter of 2014 of Tsann Kuen (China) Enterprise Co., Ltd. Section III. Significant Events I. Significant changes of the major accounting statement items and financial indicators for the reporting period, as well as the reasons for these changes √ Applicable □ Inapplicable Unit: RMB Yuan Serial Item 31 Mar. 2014 31 Dec. 2013 +/-% Main reasons for the change No. 1 Transactional financial assets 0.00 21,120,100.00 -100.00% The assessed loss on the undelivered forward exchange contracts 2 Interest receivable 3,927,621.02 110,833.33 3443.72% Term savings increased. 3 Other current assets 300,000,000.00 50,000,000.00 500.00% Wealth management products acquired increased. 4 Construction in progress 5,070,173.28 10,889,671.98 -53.44% Construction of plants was completed and transferred into fixed assets. 5 Short-term borrowings 370,971,630.00 30,484,500.00 1116.92% Short-term borrowings from banks increased. 6 Transactional financial liabilities 2,840,152.94 0.00 100.00% Loss on the undelivered forward exchange contracts Due notes payable were settled and L/C was adopted more often in 7 Notes payable 8,392,334.92 30,577,887.89 -72.55% settlement. 8 Accounts received in advance 17,772,988.95 10,431,654.59 70.38% Advances from customers increased. 9 Taxes and fares payable 776,804.52 -17,127,309.97 104.54% The export tax rebates of last year were called back. 10 Interest payable 1,162,370.12 108,661.00 969.72% Short-term borrowings increased. 11 Other payables 205,324,087.09 69,376,770.31 195.96% The Company secured some borrowings from related parties. Forward exchange transactions failed to generate returns at the 12 Deferred income tax liabilities 217,318.67 3,258,742.65 -93.33% period-beginning. Serial Item Jan.-Mar. 2014 Jan.-Mar. 2013 +/-% Main reasons for the change No. Business tax and surtaxes incurred by the export tax exemption, offset 1 Business tax and surtaxes 2,430,498.24 746,142.20 225.74% and refund . RMB depreciation created a favorable condition in currency exchange 2 Financial expenses -7,457,267.79 276,017.39 -2801.74% and the interest income increased. Inventory falling-price provisions were written off and bad debts among 3 Asset impairment loss -5,248,202.75 1,846,599.75 -384.21% the accounts receivable were collected. 4 Gain on fair value changes -23,960,252.94 523,529.64 -4676.68% The assessed loss on the undelivered forward exchange contracts. The gain on delivered forward exchange contracts and wealth 5 Investment gain 7,075,877.04 1,520,632.17 365.32% management products increased. 6 Non-operating income 7,623,739.38 2,986,661.35 155.26% The governmental subsidies increased. Forward exchange transactions failed to generate returns at the 7 Income tax expenses -909,585.09 1,293,262.02 -170.33% period-beginning, resulting in a decrease in deferred income tax expenses. 8 Net cash flows from operating activities -15,588,009.47 -28,409,039.92 45.13% Payments to suppliers decreased. 9 Net cash flows from investing activities -252,135,178.71 -7,906,884.84 -3088.81% Wealth management products increased. Export financings and borrowings from the controlling shareholder 10 Net cash flows from financing activities 468,848,906.82 231,831,944.50 102.24% increased. 7 Report for the First Quarter of 2014 of Tsann Kuen (China) Enterprise Co., Ltd. II. Progress of significant events and analysis & explanations on their influence and solutions (I) Contingent events 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 the valid period for the contract being from 1 Jul. 2009 to 30 Jun. 2012. Both parties also signed the 2011 ED Procurement Contract of Tsann Kuen Zhangzhou Enterprises Co., Ltd., the Special Agreement and other agreements, according to which Tsann Kuen Zhangzhou would purchase products from Xinda Motor. Later, Tsann Kuen Zhangzhou refused 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 USD 479,089.06 (RMB 3,071,535.78) 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 USD 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 RMB 1,000,000.00, and a compensation of RMB 7,621,576.00. On 15 Aug. 2013, Zhangzhou Intermediate People’s Court issued the judgment of the first trial, with its contents as follows: 1. Defendant Tsann Kuen Zhangzhou Enterprise Co., Ltd. shall pay a product payment of USD 479,089.06 (RMB 3,071,535.78) to plaintiff Xinda Motor Co., Ltd. within 15 days from the date of entry into force of this Judgment; 2. Plaintiff Xinda Motor Co., Ltd. and third party Boluo County Lian Yuan Industry Technology Co., Ltd. shall jointly pay liquidated damages of RMB 1,233,399.70 to defendant Tsann Kuen Zhangzhou Enterprise Co., Ltd. within 15 days from the date of entry into force of this Judgment; 3. The 10 orders that have not been executed between plaintiff Xinda Motor Co., Ltd. & third party Boluo County Lian Yuan Industry Technology Co., Ltd. and defendant Tsann Kuen Zhangzhou Enterprise Co., Ltd. shall be cancelled; 4. The other claims of plaintiff Xinda Motor Co., Ltd. shall be overruled; and 5. The other claims of defendant Tsann Kuen Zhangzhou Enterprise Co., Ltd. shall be overruled. Both parties were not satisfied with the judgment of the first trial and filed appeals. Up to the date of this report, the outstanding carrying amount due from Tsann Kuen Zhangzhou to Xinda Motor was USD 479,089.06. Since the case is currently in the second trial, Tsann Kuen Zhangzhou has not yet recognized the contingent asset of RMB 1,233,399.70 on Xinda Motor. Meanwhile, the defective motor products provided by Xinda Motor were 104,691 units and only 23,035 units of them were handled in this case, leaving 81,656 units un-handled. Therefore, Tsann Kuen Zhangzhou filed another suit in Zhangzhou Intermediate People’s Court on 24 Dec. 2013, with the involved amount being RMB 3,702,957.93. Zhangzhou Intermediate People’s Court has accepted the case and will open a court session on 9 Jul. 2014. 8 Report for the First Quarter of 2014 of Tsann Kuen (China) Enterprise Co., Ltd. (II) Sale of assets: Due to operating needs, the following assets were sold in the reporting period: Unit: RMB Ten Thousand Yuan Proportion of Net profit Related relation the net profit contributed by Whether the i contributed by Whether wa ship with the c Whether the the sold asset Influence the sold asset to involving nvolving clai Selling to the listed Pricing s related p ounterparty (ap Disclosu Disclosure Transaction party Asset sold Selling date on the the listed property right ms and debts price companies principle arty transa plied for the re re date index Company companies of had wholly had wholly from the total amount ction lated transactio transferred transferred period-begin of the net profit n) to date of sale (%) Tsann Kuen Enterprise Under the same Other Related part Inapplic Co., Ltd. 2014.01.24 10.01 0.87 0.87 0.16% control of the Yes Yes Inapplicable equipment y able actual controller HAVELLS Mould 2014.02.28 42.75 35.28 35.28 6.48% The transaction Hardware PRME 2014.02.28 8.70 7.28 7.28 1.34% prices equipment were Other DOB 2014.02.28 0.64 0.55 0.55 0.10% decided equipment based on Other Hailong 2014.02.28 1.20 1.03 1.03 0.19% the market equipment price and Other Shengyuan 2014.02.28 2.40 2.05 2.05 0.38% settled equipment according Non-related Inapplic Molding Inapplicable Yes Yes Inapplicable Yuejia Electronics 2014.03.31 6.50 1.34 1.34 0.25% to the party able equipment signed Other contract of Yixin 2014.03.31 0.15 0.13 0.13 0.02% equipment both Hardware parties. Yixin 2014.03.31 0.80 0.78 0.78 0.14% equipment Hardware Fushun 2014.03.31 11.00 9.61 9.61 1.76% equipment Bakelite Huaruixing 2014.03.31 1.79 1.71 1.71 0.31% equipment Total 85.94 60.63 60.63 11.13% 9 Report for the First Quarter of 2014 of Tsann Kuen (China) Enterprise Co., Ltd. III. Commitments made by the Company or shareholders holding over 5% of the Company’s shares in the reporting period or such commitments carried down into the reporting period Time of Commitment Period of Commitment Contents making Fulfillment maker commitment commitment Commitments made in a share reform Commitments made in an acquisition report or a report on equity changes Commitments made in asset reorganization Commitments made in the first public offering or refinancing. Based on the confidence on the continuous and stable development of the The Company’s Company, it committed to increase the stocks resumed shareholding if the Company’s stock price trading on 31 Dec. was lower than HKD2.40 per share after 2012, but the the implementation of the shares Company’s stock contraction and trading resumption, and it price hasn’t met the would increase no more than 2% shares Within one year condition for FILLMAN (i.e. 370,780,000 shares) of the total since the date of Other commitments made to shareholding INVESTMEN shares issued by the Company within one 28 Dec. 2012 initial minority shareholders increase since the TS LIMITED) year since the date of initial shareholding shareholding date of trading increase. If the plan on increasing holding increase resumption, 2% shares of the total shares is completed, FILLMAN if the stock price hasn’t reached the target Investment Limited price, it will perform relevant approval hasn’t implemented procedures, and propose to CSRC on the shareholding continuous implementation of increase plan. shareholding increase by exemption of offering. Executed in time or not? Yes Detailed reason for failing to The Company’s stocks resumed trading on 31 Dec. 2012, but the Company’s stock price hasn’t met the condition execute and the plan for the next for shareholding increase since the date of trading resumption, FILLMAN Investment Limited hasn ’t implemented step (If any) the shareholding increase plan. IV. Predict the operating results of Jan.-Jun. 2014 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 V. Securities investment Explanation of the situation of holding the equities of other listed companies □Applicable √Inapplicable 10 Report for the First Quarter of 2014 of Tsann Kuen (China) Enterprise Co., Ltd. VI. Investments in derivatives Unit: (RMB) Ten thousand Yuan Proportion of the closing Actual Related-party Type of Initial Opening Impairment Closing investment gain/loss in Operator Relation transaction or derivative investment Beginning date Ending date investment provision (if investment amount in the reporting not investment amount amount any) amount Company’s period closing net assets (%) Forward Bank No No 113,306.52 1 Jan. 2014 31 Mar. 2014 95,896.14 94,356.70 178.82% -1,894.57 exchange Total 113,306.52 95,896.14 94,356.70 178.82% -1,894.57 Capital source for derivative investment Self-owned funds Litigation cases situation N/A Disclosure date of the board announcement approving the 2013/3/12 wealth management entrustment Disclosure date of the general meeting announcement 2013/5/18 approving the wealth management entrustment 1. Analysis on risks from holding of derivative products: gains or losses from difference between contracted exchange rate and market exchange rate on value date. 2. Control measures (1) Principle: 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 ac tual operation needs and shall not speculate in derivative trading with hedging as an 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 an d the net risk exposure of assets and liabilities arising from the operation of the Company in the coming year. Analysis on risks and control measures of derivative products (2) Staff requirements: Personnel taking part in the investment shall all fully understand the risks of derivative investment and held in the reporting period (including but not limited to strictly execute the business operation and risk management mechanisms for derivative investment. market risk, liquidity risk, credit risk, operation risk, law risk, (3) Operation standardization: Before making a derivative investment, the Company shall rationally equip itself with etc.) 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. 11 Report for the First Quarter of 2014 of Tsann Kuen (China) Enterprise Co., Ltd. (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 5.0146 million, and loss from undelivered transaction was RMB 23.9603 million, of which the of revenue rotation of the undelivered forward exchange Changes of market prices or fair values in the reporting period assessment was of RMB 21.1201 million. of the invested derivatives. And the analysis on the fair value (2) The former contracted bank provided monthly sheets of estimated exchange rates for the undue contracted forward exchanges of the derivatives should include the specific use methods and on the last trading day of the month. the relevant assumptions and parameters. (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 estimated exchange rate and the currency amount when bought in. Whether significant changes occurred to the Company’s accounting policy and specific accounting principles of There were no significant changes between the Company’s accounting policy and specific accounting principles of derivatives in derivatives in the reporting period compared to the previous the reporting period and those in the last reporting period. reporting period Special opinion from independent directors, sponsor or The Company has carried out a strict internal assessment for the financial derivative business and has established a financial consultant on the Company’s derivatives investment corresponding supervision mechanism. We are of the opinion that the financial derivative business conducted by the Company is and risk control fairly necessary in its routine operation and is in compliance with relevant laws and regulations, with the risks controllable. VII. Researches, visits and interviews received in the reporting period Main discussion and Time of reception Place of reception Way of reception Visitor type Visitor materials provided by the Company Operating situation of the The office of the Telephone Company, relevant policies 28 Feb. 2014 Individual Mr. Yu Company Communication of B shares; had not offer any written sources. 12 Report for the First Quarter of 2014 of Tsann Kuen (China) Enterprise Co., Ltd. Section IV. Financial Statements I. Financial statements 1. Consolidated balance sheet Prepared by TSANN KUEN (CHINA) ENTERPRISE CO., LTD. Unit: RMB Yuan Item Closing balance Opening balance Current assets: Monetary funds 1,040,319,224.03 834,088,959.68 Settlement reserves Intra-group lendings Transactional financial assets 21,120,100.00 Notes receivable 2,295,968.41 2,467,447.00 Accounts receivable 197,852,598.73 253,823,475.86 Accounts paid in advance 5,582,911.95 4,290,802.70 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable 3,927,621.02 110,833.33 Dividend receivable Other accounts receivable 30,333,829.71 32,339,652.22 Financial assets purchased under agreements to resell Inventories 191,901,834.83 209,824,098.90 Non-current assets due within 1 year Other current assets 300,000,000.00 50,000,000.00 Total current assets 1,772,213,988.68 1,408,065,369.69 Non-current assets: Loans by mandate and advances granted Available-for-sale financial assets Held-to-maturity investments Long-term accounts receivable Long-term equity investment 40,000.00 40,000.00 Investing property 56,546,533.15 58,732,511.36 Fixed assets 175,113,609.64 173,152,964.50 Construction in progress 5,070,173.28 10,889,671.98 Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 11,735,571.55 11,803,252.87 R&D expense Goodwill Long-term deferred expenses 3,906,746.64 4,355,866.63 Deferred income tax assets 22,401,592.66 23,761,647.80 Other non-current assets 1,691,297.35 Total of non-current assets 276,505,524.27 282,735,915.14 Total assets 2,048,719,512.95 1,690,801,284.83 13 Report for the First Quarter of 2014 of Tsann Kuen (China) Enterprise Co., Ltd. Item Closing balance Opening balance Current liabilities: Short-term borrowings 370,971,630.00 30,484,500.00 Borrowings from Central Bank Customer bank deposits and due to banks and other financial institutions Intra-group borrowings Transactional financial liabilities 2,840,152.94 Notes payable 8,392,334.92 30,577,887.89 Accounts payable 525,082,894.94 648,629,156.16 Accounts received in advance 17,772,988.95 10,431,654.59 Financial assets sold for repurchase Handling charges and commissions payable Employee’s compensation payable 33,138,140.31 40,748,328.96 Tax payable 776,804.52 -17,127,309.97 Interest payable 1,162,370.12 108,661.00 Dividend payable Other accounts payable 205,324,087.09 69,376,770.31 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 Other current liabilities Total current liabilities 1,165,461,403.79 813,229,648.94 Non-current liabilities: Long-term borrowings Bonds payable Long-term payables Specific payables Estimated liabilities Deferred income tax liabilities 217,318.67 3,258,742.65 Other non-current liabilities 222,600.00 222,600.00 Total non-current liabilities 439,918.67 3,481,342.65 Total liabilities 1,165,901,322.46 816,710,991.59 Owners’ equity (or shareholders’ equity) Paid-up capital (or 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 11,495,983.58 11,495,983.58 Provisions for general risks Retained profits 52,180,688.79 46,733,303.43 Foreign exchange difference 152,219.71 -1,382,202.82 Total equity attributable to owners of the Company 527,675,019.15 520,693,211.26 Minority interests 355,143,171.34 353,397,081.98 Total owners’ (or shareholders’) equity 882,818,190.49 874,090,293.24 Total liabilities and owners’ (or shareholders’) equity 2,048,719,512.95 1,690,801,284.83 Legal representative: Jian Derong Chief of the accounting work: Chen Zongyi Chief of the accounting organ: Chen Zongyi 14 Report for the First Quarter of 2014 of Tsann Kuen (China) Enterprise Co., Ltd. 2. Balance sheet of the Company Prepared by TSANN KUEN (CHINA) ENTERPRISE CO., LTD. Unit: RMB Yuan Item Closing balance Opening balance Current Assets: Monetary funds 14,343,643.50 11,811,615.43 Transactional financial assets Notes receivable 2,295,968.41 822,974.00 Accounts receivable 9,661,625.97 39,868,837.59 Accounts paid in advance 224,512.97 418,695.09 Interest receivable Dividend receivable Other accounts receivable 2,152,057.90 1,195,292.22 Inventories 4,876,970.53 4,346,896.79 Non-current assets due within 1 year Other current assets Total current assets 33,554,779.28 58,464,311.12 Non-current assets: Available-for-sale financial assets Held-to-maturity investments Long-term accounts receivable Long-term equity investment 985,854,030.83 985,854,030.83 Investing property 47,357,317.37 48,731,726.97 Fixed assets 616,259.25 646,980.59 Construction in progress 92,700.00 Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 206,499.64 313,667.95 R&D expense Goodwill Long-term deferred expenses 1,034,238.08 1,126,312.61 Deferred income tax assets 4,228,126.98 4,228,126.98 Other non-current assets 92,700.00 Total of non-current assets 1,039,389,172.15 1,040,993,545.93 Total assets 1,072,943,951.43 1,099,457,857.05 Current liabilities: Short-term borrowings Transactional financial liabilities Notes payable Accounts payable 47,002,757.80 87,479,703.39 Accounts received in advance 10,193,856.81 988,253.99 Employee’s compensation payable 1,108,085.09 1,175,146.87 15 Report for the First Quarter of 2014 of Tsann Kuen (China) Enterprise Co., Ltd. Item Closing balance Opening balance Tax payable 1,237,106.88 956,841.14 Interest payable Dividend payable Other accounts payable 492,694,502.92 491,868,854.25 Non-current liabilities due within 1 year Other current liabilities Total current liabilities 552,236,309.50 582,468,799.64 Non-current liabilities: Long-term borrowings Bonds payable Long-term payables Specific payables Estimated liabilities Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 0.00 0.00 Total liabilities 552,236,309.50 582,468,799.64 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 11,495,983.58 11,495,983.58 Provisions for general risks Retained profits 52,334,796.95 48,616,212.43 Foreign exchange difference Total owners’ (or shareholders’) equity 520,707,641.93 516,989,057.41 Total liabilities and owners’ (or shareholders’) 1,072,943,951.43 1,099,457,857.05 equity Legal representative: Jian Derong Chief of the accounting work: Chen Zongyi Chief of the accounting organ: Chen Zongyi 16 Report for the First Quarter of 2014 of Tsann Kuen (China) Enterprise Co., Ltd. 3. Consolidated income statement Prepared by TSANN KUEN (CHINA) ENTERPRISE CO., LTD. Unit: RMB Yuan Item Jan.-Mar. 2014 Jan.-Mar. 2013 I. Operating revenues 424,258,718.53 424,878,316.41 Including: Sales income 424,258,718.53 424,878,316.41 Interest income Premium income Handling charge and commission income II. Total operating cost 409,168,627.22 419,000,253.40 Including: Cost of sales 369,674,443.64 362,729,320.18 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 2,430,498.24 746,142.20 Selling and distribution expenses 15,550,356.79 16,237,180.87 Administrative expenses 34,218,799.09 37,164,993.01 Financial expenses -7,457,267.79 276,017.39 Asset impairment loss -5,248,202.75 1,846,599.75 Add: Gain/(loss) from change in fair value (“-” means loss) -23,960,252.94 523,529.64 Gain/(loss) from investment (“-” means loss) 7,075,877.04 1,520,632.17 Including: share of profits in associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) -1,794,284.59 7,922,224.82 Add: non-operating income 7,623,739.38 2,986,661.35 Less: non-operating expense 57,039.34 36,288.86 Including: loss from non-current asset disposal 14,857.02 21,954.21 IV. Total profit (“-” means loss) 5,772,415.45 10,872,597.31 Less: Income tax expense -909,585.09 1,293,262.02 V. Net profit (“-” means loss) 6,682,000.54 9,579,335.29 Including: Net profit achieved by combined parties before the combinations Attributable to owners of the Company 5,447,385.36 7,578,667.87 Minority shareholders’ income 1,234,615.18 2,000,667.42 VI. Earnings per share -- -- (I) Basic earnings per share 0.03 0.04 (II) Diluted earnings per share 0.03 0.04 VII. Other comprehensive incomes 1,534,422.53 3,143,700.62 VIII. Total comprehensive incomes 8,216,423.07 12,723,035.91 Attributable to owners of the Company 6,981,807.89 10,722,368.49 Attributable to minority shareholders 1,234,615.18 2,000,667.42 Legal representative: Jian Derong Chief of the accounting work: Chen Zongyi Chief of the accounting organ: Chen Zongyi 17 Report for the First Quarter of 2014 of Tsann Kuen (China) Enterprise Co., Ltd. 4. Income statement of the Company Prepared by TSANN KUEN (CHINA) ENTERPRISE CO., LTD. Unit: RMB Yuan Item Jan.-Mar. 2014 Jan.-Mar. 2013 I. Operating revenues 19,668,041.34 14,033,533.23 Less: operating costs 12,827,510.42 9,440,705.71 Business taxes and surcharges 323,834.21 243,736.32 Distribution expenses 1,616,468.48 1,129,123.84 Administrative expenses 2,781,031.86 1,340,721.67 Financial costs -42,307.79 -30,339.32 Impairment loss -1,556,664.17 -1,265.05 Add: gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” means loss) 7,533.00 Including: income form investment on associates and joint ventures II. Business profit (“-” means loss) 3,718,168.33 1,918,383.06 Add: non-business income 416.19 774,627.02 Less: non-business expense Including: loss from non-current asset disposal III. Total profit (“-” means loss) 3,718,584.52 2,693,010.08 Less: income tax expense IV. Net profit (“-” means loss) 3,718,584.52 2,693,010.08 V. Earnings per share -- -- (I) Basic earnings per share (II) Diluted earnings per share VI. Other comprehensive income VII. Total comprehensive income 3,718,584.52 2,693,010.08 Legal representative: Jian Derong Chief of the accounting work: Chen Zongyi Chief of the accounting organ: Chen Zongyi 18 Report for the First Quarter of 2014 of Tsann Kuen (China) Enterprise Co., Ltd. 5. Consolidated cash flow statement Prepared by TSANN KUEN (CHINA) ENTERPRISE CO., LTD. Unit: RMB Yuan Item Jan.-Mar. 2014 Jan.-Mar. 2013 I. Cash flows from operating activities: Cash received from sale of commodities and rendering of service 472,050,234.57 501,946,380.82 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 71,980,717.35 60,384,540.74 Other cash received relating to operating activities 26,368,981.31 27,491,106.59 Subtotal of cash inflows from operating activities 570,399,933.23 589,822,028.15 Cash paid for goods and services 458,851,343.59 503,436,795.67 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 65,483,557.51 63,454,007.41 Various taxes paid 8,264,059.89 10,366,404.15 Other cash payment relating to operating activities 53,388,981.71 40,973,860.84 Subtotal of cash outflows from operating activities 585,987,942.70 618,231,068.07 Net cash flows from operating activities -15,588,009.47 -28,409,039.92 II. Cash flows from investing activities: Cash received from withdrawal of investments 55,014,569.58 1,470,378.53 Cash received from return on investments 2,172,140.79 Net cash received from disposal of fixed assets, intangible assets 439,943.13 3,947,653.12 and other long-term assets Net cash received from disposal of subsidiaries or other business 99,000.00 units Other cash received relating to investing activities Subtotal of cash inflows from investing activities 57,626,653.50 5,517,031.65 Cash paid to acquire fixed assets, intangible assets and other 9,761,832.21 13,423,916.49 long-term assets Cash paid for investment 300,000,000.00 Net increase of pledged loans Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investing activities Subtotal of cash outflows from investing activities 309,761,832.21 13,423,916.49 Net cash flows from investing activities -252,135,178.71 -7,906,884.84 19 Report for the First Quarter of 2014 of Tsann Kuen (China) Enterprise Co., Ltd. Item Jan.-Mar. 2014 Jan.-Mar. 2013 III. Cash flows from financing Activities: Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received from borrowings 338,139,940.00 125,387,600.00 Cash received from issuance of bonds Other cash received relating to financing activities 143,957,350.00 106,608,300.00 Subtotal of cash inflows from financing activities 482,097,290.00 231,995,900.00 Repayment of borrowings Cash paid for interest expenses and distribution of dividends or 944,183.18 163,955.50 profit Including: dividends or profit paid by subsidiaries to minority shareholders Other cash payments relating to financing activities 12,304,200.00 Sub-total of cash outflows from financing activities 13,248,383.18 163,955.50 Net cash flows from financing activities 468,848,906.82 231,831,944.50 IV. Effect of foreign exchange rate changes on cash and cash 5,104,545.71 -1,551,459.05 equivalents V. Net increase in cash and cash equivalents 206,230,264.35 193,964,560.69 Add: Opening balance of cash and cash equivalents 834,088,959.68 759,361,575.52 VI. Closing balance of cash and cash equivalents 1,040,319,224.03 953,326,136.21 Legal representative: Jian Derong Chief of the accounting work: Chen Zongyi Chief of the accounting organ: Chen Zongyi 20 Report for the First Quarter of 2014 of Tsann Kuen (China) Enterprise Co., Ltd. 6. Cash flow statement of the Company Prepared by TSANN KUEN (CHINA) ENTERPRISE CO., LTD. Unit: RMB Yuan Item Jan.-Mar. 2014 Jan.-Mar. 2013 I. Cash flows from operating activities: Cash received from sale of commodities and rendering of service 56,243,897.26 9,750,164.61 Tax refunds received Other cash received relating to operating activities 14,183,210.67 13,777,633.02 Subtotal of cash inflows from operating activities 70,427,107.93 23,527,797.63 Cash paid for goods and services 54,480,417.57 3,509,553.52 Cash paid to and for employees 9,944,933.01 10,134,529.22 Various taxes paid 1,184,029.17 416,609.55 Other cash payment relating to operating activities 2,291,960.23 16,986,336.66 Subtotal of cash outflows from operating activities 67,901,339.98 31,047,028.95 Net cash flows from operating activities 2,525,767.95 -7,519,231.32 II. Cash flows from investing activities: Cash received from retraction of investments Cash received from return on investments Net cash received from disposal of fixed assets, intangible assets and 797,450.00 other long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to investing activities Subtotal of cash inflows from investing activities 0.00 797,450.00 Cash paid to acquire fixed assets, intangible assets and other long-term 735.90 assets 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 735.90 0.00 Net cash flows from investing activities -735.90 797,450.00 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 Repayment of borrowings Cash paid for interest expenses and distribution of dividends or profit Other cash payments relating to financing activities Sub-total of cash outflows from financing activities Net cash flows from financing activities IV. Effect of foreign exchange rate changes on cash and cash equivalents 6,996.02 -3,986.18 V. Net increase in cash and cash equivalents 2,532,028.07 -6,725,767.50 Add: Opening balance of cash and cash equivalents 11,811,615.43 17,652,594.45 VI. Closing balance of cash and cash equivalents 14,343,643.50 10,926,826.95 Legal representative: Jian Derong Chief of the accounting work: Chen Zongyi Chief of the accounting organ: Chen Zongyi 21 Report for the First Quarter of 2014 of Tsann Kuen (China) Enterprise Co., Ltd. II. Audit report Is this report audited? □ Yes √ No This report is not audited. 22