意见反馈 手机随时随地看行情

公司公告

闽灿坤B:2014年第一季度报告全文(英文版)2014-04-25  

						               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