Tsann Kuen (China) Enterprise Co., Ltd. Third Quarter Report 2017 TSANN KUEN (CHINA) ENTERPRISE CO., LTD. THIRD QUARTER REPORT 2017 October 2017 1 Tsann Kuen (China) Enterprise Co., Ltd. Third Quarter Report 2017 Part I Important Statements The board of directors (the “Board”), the supervisory board (the “Supervisory Board”) as well as the directors, supervisors and senior management of Tsann Kuen (China) Enterprise Co., Ltd. (the “Company”) hereby guarantee the factuality, accuracy and completeness of the contents of this Report, and shall be jointly and severally liable for any false representation, misleading statements or material omissions in this Report. All the directors of the Company attended the board meeting for the review of this Report. Mr. Pan Zhirong, head of the Company, and Mr. Feng Zhiqing, accounting head for this Report and head of the accounting department (head of accounting) of the Company, hereby guarantee that the financial statements carried in this Report are factual, accurate and complete. This Report has been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese version shall prevail. 2 Tsann Kuen (China) Enterprise Co., Ltd. Third Quarter Report 2017 Part II Company Fundamentals I Key Consolidated Operating Results Indicate by tick mark whether the Company needs to retrospectively restate any of its accounting data. □ Yes √ No Unit: RMB September 30, December 31, Item Change (%) 2017 2016 Total assets 1,649,663,295.14 1,697,533,004.99 -2.82 Equity attributable to owners of the parent 601,733,738.23 610,856,271.31 -1.49 July-September YoY change January-September Item YoY change (%) 2017 (%) 2017 Net sales 548,983,805.26 3.46 1,418,667,563.94 6.77 Net margin attributable to owners of the parent 4,975,244.01 -58.97 16,041,818.12 -46.37 Net margin attributable to owners of the parent before -472,110.13 -104.04 6,331,562.93 -77.08 exceptional gains and losses Net cash from operating activities 26,106,716.46 -1,610.45 -31,404,579.50 49.27 Basic earnings per share 0.03 -50.00 0.09 -43.75 Diluted earnings per share 0.03 -50.00 0.09 -43.75 Weighted average return on equity (%) 0.83 -1.22 2.62 -2.54 Total share capital up to the trading day before the disclosure: Total share capital up to the trading day before the disclosure (share) 185,391,680 Fully diluted EPS calculated according to the latest share capital (RMB/share) 0.09 Exceptional gains and losses: √ Applicable □ Not applicable Unit: RMB Item January-September 2017 Note Profit/loss on disposal of non-current assets (including offset amount of asset Mainly profit/loss on 42,394.71 impairment provisions) disposal of assets Tax rebates, reductions and exemptions due to approval beyond authority or the lack of official approval documents Government grants charged to the profit/loss for the Reporting Period 1,238,690.44 (except for the government grants closely related to the business of the 3 Tsann Kuen (China) Enterprise Co., Ltd. Third Quarter Report 2017 Item January-September 2017 Note Company and given at a fixed quota or amount in accordance with the State’s uniform standards) Capital occupation charges on non-financial enterprises that are charged to the profit/loss for the Reporting Period Profit due to the situation where investment costs for the Company to obtain subsidiaries, associates and joint ventures are lower than the enjoyable fair value of identifiable net assets of investees when making investments Profit/loss on non-monetary asset swap Profit/loss on entrusting others with investments or asset management Asset impairment provisions due to acts of God such as natural disasters Profit/loss on debt restructuring Restructuring costs in staff arrangement, integration, etc. Profit/loss on the part over the fair value due to transactions with distinctly unfair prices Reporting Period net profit/loss of subsidiaries acquired through business mergers under the same control from period-beginnings to merger dates Profit/loss on contingencies irrelevant to the Company’s normal business activities Profit/loss on fair value changes of transactional financial assets and Gains on sale of forward liabilities & investment profit on disposal of transactional financial assets exchange contracts, fair and liabilities as well as financial assets available for sale, except for 10,330,084.80 value changes, financial effectively hedging business related to normal business operations of the products and other current Company assets Impairment provision reversal for accounts receivable on which the impairment test is carried out separately Profit/loss on entrusted loans Profit/loss on fair value changes in investing properties of which the subsequent measurement is carried out adopting the fair value method Effect on Reporting Period profit/loss when a one-off adjustment is made to Reporting Period profit/Loss according to requirements of taxation, accounting and other relevant laws and regulations Custody fee income when entrusted with operations Non-operating income and expense other than the above 3,561,652.70 Other profit/loss that meet the definition of exceptional profit/loss Less: Income tax effects 2,253,309.93 Minority interests effects (after tax) 3,209,257.53 Total 9,710,255.19 4 Tsann Kuen (China) Enterprise Co., Ltd. Third Quarter Report 2017 Explanation of why the Company classified an item as an exceptional gain/loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Exceptional Gains and Losses, or reclassified any exceptional gain/loss item given as an example in the said explanatory announcement as a recurrent gain/loss: □ Applicable √ Not applicable II Total Number of Shareholders and Shareholdings of Top 10 Shareholders at Period-End 1. Numbers of Common Shareholders and Preference Shareholders with Resumed Voting Rights, and Shareholdings of Top 10 Shareholders Unit: share Total number of preference Total number of common shareholders at 16,999 shareholders with resumed voting 0 period-end rights at period-end Top 10 shareholders Total shares Restricted Pledged or frozen shares Nature of Shareholding Name of shareholder held at shares held at shareholder percentage Status Number period-end period-end FORDCHEE DEVELOPMENT Foreign 29.10% 53,940,530 0 N/A 0 LIMITED corporation EUPA INDUSTRY Foreign 13.09% 24,268,840 0 N/A 0 CORPORATION LIMITED corporation GUOTAI JUNAN Foreign SECURITIES(HONGKONG) 4.95% 9,171,449 0 N/A 0 corporation LIMITED FILLMAN INVESTMENTS Foreign 2.49% 4,621,596 0 N/A 0 LIMITED corporation SHENWAN HONGYUAN Foreign 1.79% 3,326,452 0 N/A 0 SECURITIES (H.K.) LIMITED corporation CHINA EVERBRIGHT Foreign 1.09% 2,018,155 0 N/A 0 SECURITIES(H.K.) CO., LTD corporation Domestic CHEN YONGQUAN 1.02% 1,897,343 0 N/A 0 individual CHINA MERCHANTS State-owned 0.90% 1,662,983 N/A 0 SECURITIES (HK) CO., LTD. corporation Foreign CHEN YONGQING 0.80% 1,488,949 0 N/A 0 individual Foreign CHEN LIJUAN 0.72% 1,330,434 0 N/A 0 individual 5 Tsann Kuen (China) Enterprise Co., Ltd. Third Quarter Report 2017 Top 10 non-restricted shareholders Non-restricted Type of stock Name of shareholder shares held at Type Number period-end FORDCHEE DEVELOPMENT 53,940,530 Domestically listed stock for foreign investors 53,940,530 LIMITED EUPA INDUSTRY CORPORATION 24,268,840 Domestically listed stock for foreign investors 24,268,840 LIMITED GUOTAI JUNAN SECURITIES(HONGKONG) 9,171,449 Domestically listed stock for foreign investors 9,171,449 LIMITED FILLMAN INVESTMENTS 4,621,596 Domestically listed stock for foreign investors 4,621,596 LIMITED SHENWAN HONGYUAN 3,326,452 Domestically listed stock for foreign investors 3,326,452 SECURITIES (H.K.) LIMITED CHINA EVERBRIGHT 2,018,155 Domestically listed stock for foreign investors 2,018,155 SECURITIES(H.K.) CO., LTD CHEN YONGQUAN 1,897,343 Domestically listed stock for foreign investors 1,897,343 CHINA MERCHANTS SECURITIES 1,662,983 Domestically listed stock for foreign investors 1,662,983 (HK) CO., LTD. CHEN YONGQING 1,488,949 Domestically listed stock for foreign investors 1,488,949 CHEN LIJUAN 1,330,434 Domestically listed stock for foreign investors 1,330,434 The first, the second and the fourth shareholders are the Company’s corporate controlling Related or acting-in-concert parties shareholders. It is unknown whether the other shareholders of tradable shares are related among shareholders above parties or acting-in-concert parties as prescribed in the Administrative Methods for Disclosure of the Shareholding Changes of the Listed Company’s Shareholders. Top 10 common shareholders conducting securities margin trading (if N/A any) Indicate by tick mark whether any of the top 10 common shareholders or the top 10 non-restricted common shareholders of the Company conducted any promissory repo during the Reporting Period. □ Yea √ No No such cases in the Reporting Period. 2. Total Number of Preference Shareholders and Shareholdings of Top 10 of Them at Period-End □ Applicable √ Not applicable 6 Tsann Kuen (China) Enterprise Co., Ltd. Third Quarter Report 2017 Part III Significant Events I Changes in Key Consolidated Financial Statement Items and Reasons for Such Changes √ Applicable □ Not applicable Unit: RMB Item September 30, 2017 December 31, 2016 Change Main reason for change Cash on hand and at bank 385,253,959.20 749,497,115.33 -48.60 Increase in wealth management products purchased Financial assets at fair value Assessed income from forward forex contracts in 1,865,850.00 0.00 100.00 through gains/losses current period Settlement of notes receivable which became due in Notes receivable 0.00 1,341,076.70 -100.00 current period Accounts receivable 355,819,594.47 273,086,616.38 30.30 Increased sales Plant rent and raw material prepayments for fourth Prepayments 26,320,142.17 6,964,904.97 277.90 quarter in current period Interest receivable 943,543.04 5,519.56 16,994.53 Increase in undue term deposits Other current assets 414,366,628.41 139,354,484.01 197.35 Increase in wealth management products purchased Higher expenditure on land preparation and park Construction in progress 781,828.96 269,633.08 189.96 repair Other non-current assets 16,546,106.85 1,248,273.23 1,225.52 Increased prepayments for machinery equipment Increase in export invoice financings for the purpose Short-term borrowings 29,579,293.11 0.00 100.00 of wealth management Financial liabilities at fair value Assessed losses on undelivered forward forex 1,157,050.00 0.00 100.00 through gains/losses contracts Notes payable 11,230,854.98 23,251,704.93 -51.70 Bank acceptance bills became due Advances received 19,180,135.56 11,187,023.96 71.45 Increase in advances received from customers The corporate income taxes for 2016 were paid in the Taxes payable 4,520,850.45 16,965,068.11 -73.35 current period Interest payable 67,701.28 0.00 100.00 Provision for loan interest Long-term payroll payable 273,763.90 187,928.74 45.67 Increased provision Increase in assessed income from forward forex Deferred tax liabilities 1,008,711.14 761,461.43 32.47 contracts Other comprehensive income 5,574,552.85 8,491,902.45 -34.35 Decrease in currency translation income January-September January-September Item Change Main reason for change 2017 2016 Reclassification of taxes under administrative Taxes and surtaxes 7,636,482.30 5,093,070.40 49.94 expense Increase in unrealized assessed foreign exchange Finance costs 16,739,068.90 -12,805,713.25 -230.72 losses 7 Tsann Kuen (China) Enterprise Co., Ltd. Third Quarter Report 2017 January-September January-September Item Change Main reason for change 2017 2016 Higher inventory valuation allowances and bad-debt Asset impairment losses 631,387.02 13,958,770.43 -95.48 provisions made in January-September 2016 as per the then accounting policies Decrease in assessed income from forward forex Gains on fair value changes 708,800.00 8,461,500.00 -91.62 contracts Increased income from delivered forward forex Investment income 9,621,284.80 -7,228,536.60 233.10 contracts and wealth management products Income tax expense 5,223,786.41 8,493,215.93 -38.49 Decreased margins Net cash from operating -31,404,579.50 -61,900,410.52 49.27 Increased net sales activities Net increase in export invoice financings for the Net cash from financing 848,610.69 78,825,089.31 -98.92 purpose of wealth management in January-September activities 2016 II Progress, Influence and Solutions Associated with Significant Events √ Applicable □ Not applicable 1. Contingencies (1) The subsidiary of the Company - TsannKuen China (Shanghai) Enterprise Co., Ltd. (hereafter, TKS) signed the Plant Leasing contract with Shanghai Liangxin Industrial Co., Ltd. (hereafter, SHLX) at November 2007, and leased the plant (including plant affiliated land, ground buildings and related ancillary equipment, etc) located in No. 4407 Caoan Road Jiading District, Shanghai to SHLX. The real estate certificate of leasehold is Hu Fangdi Jia Zi (2006) No. 011945, the lease period is from November 2007 to November 2019, the purpose to the lessee for the use of legitimate factory and storage. The provisions of contract point out if the lessee need to build plant because of production should to obtain government and relevant authorities’ agreements. Except to confiscate the deposit, the lessor can terminate the contract and does not have to undertake any responsibility if the lessee sublease the leasehold, make improvement or addition to the leasehold without to obtain the written consent from lessor. TKS submitted the civil action to Shanghai Jiading District People's Court by cause of action “the lessee SHLX decorated and subleased the leasehold to Shanghai Hujia Fruit Sales Limited Company (hereafter, SHHJ) without to obtain the written consent from lessor” on October 28, 2015, and required early termination of the Plant Leasing contract with SHLX, and required SHHJ to terminate construction and to repristinate the leasehold. On November 23, 2016, on the dispute between TKS and SHLX, Shanghai Jiading District People's Court made ((2015) Jia Min San (Civil) Chu Zi No. 1640) civil judgment: A. the related lease contract should terminate dated November 12, 2015; and B. SHLX should return to TKS the land (including the plant and dormitory buildings on it) located at in No. 4407 Caoan Road within 20 days when the judgment took effect. On November 23, 2016, on the dispute between TKS and Hujia Fruit Co., Ltd., Shanghai Jiading District People's Court made ((2015) 8 Tsann Kuen (China) Enterprise Co., Ltd. Third Quarter Report 2017 Jia Min Er (Commerce) Chu Zi No. 2661) civil judgment: the decision supports the claims of TKS and Hujia Fruit Co., Ltd. shall immediately stop the infringement within 10 days after the court's judgment takes effect, cease construction and restore the original appearance of the site. SHLX and Hujia Fruit Co., Ltd were both not satisfied with the first instance verdicts and appealed to the Shanghai Second Intermediate People’s Court. Regarding the SHLX case, the court has made a verdict ((2016) SH 02 Civil Final Civil Judgment No. 10426) on January 12, 2017 to reject SHLX’s appeal and affirm the first instance judgment. As for the Hujia Fruit case, the court has made a verdict ((2017) SH 02 Civil Final Civil Judgment No. 3007) on June 15, 2017 to reject Hujia Fruit’s appeal and affirm the first instance judgment. On March 15, 2017, SHLX appealed to the Shanghai High People’s Court against the second instance judgment issued by the Shanghai Second Intermediate People’s Court. The high court has made on August 15, 2017 the (2017) SH Civil Appeal Civil Judgment No. 1179 to reject SHLX’s appeal. (2) As MTN Products, Inc./ Water Solutions (Hong Kong)Ltd.(“MTN/WSL”)didn’t pay relevant payment in time and fulfill the order in accordance with the contract, on November 23, 2016, the subsidiary of the Company TKL submitted petition to SUPERIOR COURT OF CALIFORNIA COUNTY OF LOS ANGELES suing MTN/WSL for payment of USD707,522.92 and USD1,402,940 for reserve losses, totaling USD2,110,462.92. As of the date of this Report, the case is still pending. (3) As Philips Lighting (China) Investment Co., Ltd. ("Philips Lighting") did not pay the relevant payment in accordance with the relevant agreement, the Company's subsidiary TKL sued to Longhai People’s Court on November 23, 2016, requesting Philips Lighting’s payment of RMB2,499,658.4. As of the date of this Report, the case is still pending. (4) Tsann Kuen (China) Enterprise Co., Ltd. ("TKC" or the “Company”) and Tianyuan (Xiamen) Assets Management Co., Ltd. ("Tianyuan Company") signed the "Land Lease Contract (Northwest Corner)" and Housing Lease Contract (North Building) "on June 26, 2013, the " Venue Lease Contract (Southeast Corner) " and " Housing Lease Contract (Huarong Road No.23) "(part of the house) on July 29, 2013. As such, TKC leased part of ground and housing in plant located at Xinglong Road No.88 to Tianyuan Company for business activities. As Tianyuan Company did not pay the rent in accordance with the contract in time and unauthorized use of the lease, the Company filed a lawsuit to the Xiamen Huli District People's Court, requesting payment of rents by Tianyuan Company. Upon trial, the court has made on May 30, 2017 the (2015) Hu Civil Chu Zi Civil Judgment No. 0726, ordering Tianyuan Company to pay the rents and the overdue fines to TKC. Up to the date of this Report, Tianyuan Company has filed an appeal and the date for the second trial has not yet been set. 2. Progress on Significant Events Summary of significant event Disclosure date Disclosure website Controlled sub-subsidiary TKS signed a 09/14/2017 http://www.cninfo.com.cn land acquisition compensation agreement 9 Tsann Kuen (China) Enterprise Co., Ltd. Third Quarter Report 2017 III Commitments that the Company’s Actual Controller, Shareholders, Related Parties and Acquirers, as well as the Company and Other Commitment Makers, Failed to Fulfill on Time during Reporting Period √ Applicable □ Not applicable Commitment Commitment Time of making Period of Commitment Contents Fulfillment maker type commitment commitment Commitment on share reform Commitment in the acquisition report or the report on equity changes Commitments made upon the assets replacement Commitments made upon first issuance or refinance Commitment on equity incentive Based on the confidence on the continuous and stable development of the Company, it committed to increase The Company’s stocks the shareholding if the Company’s stock price lower than resumed trading on HKD2.40 per share after the implementation of the December 31, 2012, but the shares contraction and trading resumption, and it would Company’s stock price hasn’t FILLMAN Commitment on increase no more than 2% shares (i.e. 3.7078 million met the condition for Other commitments made to minority Long-term INVESTMENTS shareholding shares) of the total shares issued by the Company within 12/28/2012 shareholding increase since shareholders effective LIMITED increase one year since the date of initial shareholding increase. If the date of trading resumption, the plan on increasing holding 2% shares of the total FILLMAN Investment shares is completed, if the stock price hasn’t reached the Limited hasn’t implemented target price, it will perform relevant approval procedures, the shareholding increase and propose to CSRC on continuous implementation of plan. shareholding increase by exemption of offering. Executed on time or not Yes IV Forecast of 2017 Annual Operating Results Warning of a possible loss on or a significant year-over-year change in accumulative net margin during the period the beginning of the current year through the end of the next reporting period, as well as the reasons: □ Applicable √ Not applicable 10 Tsann Kuen (China) Enterprise Co., Ltd. Third Quarter Report 2017 V Securities Investments □ Applicable √ Not applicable VI Investments in Derivative Financial Instruments √ Applicable □ Not applicable Unit: RMB’0,000 Proportion of the Purchased Sold closing investment Actual Related-party Type of Opening amount in amount in Closing Initial investment Impairment amount in the gain/loss in the Operator Relation transaction derivative Beginning date Ending date investment the the investment amount provision Company’s Reporting or not investment amount Reporting Reporting amount closing net assets Period Period Period (%) Forward Bank No No 66,149.42 01/01/2017 09/30/2017 0.00 66,149.42 47,996.83 18,152.59 30.17 563.8 forex Total 66,149.42 0.00 66,149.42 47,996.83 18,152.59 30.17 563.8 Capital source for derivative investment Self-owned funds Lawsuits N/A Disclosure date of the board announcement 03/12/2013 approving the derivative Investment Disclosure date of the general meeting announcement approving the derivative 05/18/2013 Investment 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 actual operation needs and shall not speculate in Risk analysis and risk control measures for derivative trading with hedging as an excuse. The overall contractual amount for risk avoidance of the Company shall not exceed the summation of the positions held in derivatives in this Reporting net risk exposure of the existing assets and liabilities and the net risk exposure of assets and liabilities arising from the operation of the Company in the Period (including but not limited to market risk, coming year. liquidity risk, credit risk, operational risk, legal (2) Staff requirements: Personnel taking part in the investment shall all fully understand the risks of derivative investment and strictly execute the risk, etc.) business operation and risk management mechanisms for derivative investment. (3) Operation standardization: Before making a derivative investment, the Company shall rationally equip itself with professional personnel for investment decision-making, business operation, risk control, etc. It shall also inquire and compare among various markets and products. Besides, it shall strictly control the variety and size of derivative investment and try to choose derivative trading on exchange as much as possible. (4) Periodic evaluation: Derivative investments shall be evaluated at least twice for a month and the evaluation report shall be sent to a high-ranking executive authorized by the Board of Directors. And a derivative investment report shall be sent to the Board of Directors annually. The Company and its 11 Tsann Kuen (China) Enterprise Co., Ltd. Third Quarter Report 2017 subsidiaries only need to submit to the Board of Directors of the subsidiaries. (5) Loss limit: The investment loss on a single derivative and all the investment loss shall not exceed 20% of the total investment amount. (6) Audit system: The audit department audits derivative product trading periodically and submits audit reports to relevant units. Changes in market price or fair value of (1) Gains on delivered derivatives in the Reporting Period were RMB4.9292 million, and assessed gains on those undelivered were RMB0.7088 million. derivatives invested in this Reporting Period (2) The former contracted bank provided monthly sheets of estimated exchange rates for the undue contracted forward exchanges on the last trading day (specific methods used and relevant assumption of the month. and parameter settings shall be disclosed for (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 analysis of fair value of derivatives) 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 derivatives in the No significant changes reporting period compared to the previous reporting period Specific opinion from independent directors on The Company has carried out a strict internal assessment for the financial derivative business and has established a corresponding supervision the Company’s derivatives investment and risk mechanism. We are of the opinion that the financial derivative business conducted by the Company is fairly necessary in its routine operation and is in control compliance with relevant laws and regulations, with the risks controllable. 12 Tsann Kuen (China) Enterprise Co., Ltd. Third Quarter Report 2017 VII Visits Paid to the Company for Purposes of Research, Communication, Interview, etc. during Reporting Period √ Applicable □ Not applicable Date of visit Way of visit Type of visitor About 02/14/2017 By phone Individual Inquiry the reform of B share 03/29/2017 By phone Individual Inquiry the reform of B share Inquiry the reform of B share and the 04/27/2017 By phone Individual operation situation of the Company Inquiry the annual allocation of time 05/09/2017 By phone Individual and the reform of B share 06/07/2017 By phone Individual Inquiry the reform of B share 09/22/2017 By phone Individual Inquiry the reform of B share VIII Irregularities Arising from Provision of Guarantees for Third Parties □ Applicable √ Not applicable IX Occupation of the Company’s Funds by Its Controlling Shareholder or Related Parties for Non-Operating Purposes □ Applicable √ Not applicable X Targeted Measures Taken to Help People Lift Themselves out of Poverty □ Applicable √ Not applicable 13 Tsann Kuen (China) Enterprise Co., Ltd. Third Quarter Report 2017 Part IV Financial Statements I Financial Statements 1. Consolidated Balance Sheet Prepared by: Tsann Kuen (China) Enterprise Co., Ltd. Unit: RMB Item September 30, 2017 December 31, 2016 Current assets: Cash on hand and at bank 385,253,959.20 749,497,115.33 Settlement reserve Interbank lendings Financial assets at fair value through gains/losses 1,865,850.00 Derivative financial assets Notes receivable 1,341,076.70 Accounts receivable 355,819,594.47 273,086,616.38 Prepayments 26,320,142.17 6,964,904.97 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserve Interest receivable 943,543.04 5,519.56 Dividends receivable Other accounts receivable 29,666,081.24 40,381,756.08 Financial assets purchased under agreements to resell Inventories 160,430,737.57 223,569,121.90 Assets held for sale Non-current assets due within one year Other current assets 414,366,628.41 139,354,484.01 Total current assets 1,374,666,536.10 1,434,200,594.93 Non-current assets: Loans and advances to customers Available-for-sale financial assets 40,000.00 40,000.00 Held-to-maturity investments Long-term accounts receivable Long-term equity investments Investment property 38,223,561.91 42,158,120.51 Fixed assets 172,937,978.05 174,529,010.36 Construction in progress 781,828.96 269,633.08 Engineering materials Disposal of fixed assets Productive living assets Oil-gas assets Intangible assets 29,160,865.07 23,840,277.12 R&D expense Goodwill Long-term deferred expense 3,440,602.14 4,142,242.19 Deferred income tax assets 13,865,816.06 17,104,853.57 Other non-current assets 16,546,106.85 1,248,273.23 Total non-current assets 274,996,759.04 263,332,410.06 Total assets 1,649,663,295.14 1,697,533,004.99 Current liabilities: Short-term borrowings 29,579,293.11 Borrowings from Central Bank Money deposits accepted and inter-bank deposits Interbank borrowings Financial liabilities at fair value through gains/losses 1,157,050.00 14 Tsann Kuen (China) Enterprise Co., Ltd. Third Quarter Report 2017 Item September 30, 2017 December 31, 2016 Derivative financial liabilities Notes payable 11,230,854.98 23,251,704.93 Accounts payable 550,097,097.97 589,418,458.93 Advances received 19,180,135.56 11,187,023.96 Financial assets sold for repurchase Fees and commissions payable Payroll payable 45,775,272.80 45,671,498.70 Taxes payable 4,520,850.45 16,965,068.11 Interest payable 67,701.28 Dividends payable Other accounts payable 51,932,800.76 58,411,663.19 Reinsurance premiums payable Insurance contract reserve Payables for acting trading of securities Payables for acting underwriting of securities Liabilities held for sale Non-current liabilities due within one year Other current liabilities Total current liabilities 713,541,056.91 744,905,417.82 Non-current liabilities: Long-term borrowings Bonds payable Of which: Preference shares Perpetual bonds Long-term accounts payable Long-term payroll payable 273,763.90 187,928.74 Special payables Provisions Deferred income Deferred income tax liabilities 1,008,711.14 761,461.43 Other non-current liabilities Total non-current liabilities 1,282,475.04 949,390.17 Total liabilities 714,823,531.95 745,854,807.99 Owners’ equity: Share capital 185,391,680.00 185,391,680.00 Other equity instruments Of which: Preference shares Perpetual bonds Capital reserve 296,808,965.79 296,808,965.79 Less: Treasury shares Other comprehensive income 5,574,552.85 8,491,902.45 Special reserve Surplus reserve 29,946,218.17 29,946,218.17 Provisions for general risks Retained earnings 84,012,321.42 90,217,504.90 Equity attributable to owners of the parent 601,733,738.23 610,856,271.31 Minority interests 333,106,024.96 340,821,925.69 Total owners’ equity 934,839,763.19 951,678,197.00 Total liabilities and owners’ equity 1,649,663,295.14 1,697,533,004.99 Legal representative: Pan Zhirong Chief of the accounting work: Feng Zhiqing Chief of the accounting organ: Feng Zhiqing 15 Tsann Kuen (China) Enterprise Co., Ltd. Third Quarter Report 2017 2. Parent Company Balance Sheet Unit: RMB Item September 30, 2017 December 31, 2016 Current assets: Cash on hand and at bank 5,772,240.42 6,668,219.24 Financial assets at fair value through gains/losses Derivative financial assets Notes receivable 1,341,076.70 Accounts receivable 12,278,141.46 30,084,632.38 Prepayments 576,415.14 224,212.39 Interest receivable Dividends receivable Other accounts receivable 526,176.48 539,684.23 Inventories 14,591,329.01 13,862,241.50 Assets held for sale Non-current assets due within one year Other current assets 847,844.43 404,776.38 Total current assets 34,592,146.94 53,124,842.82 Non-current assets: Available-for-sale financial assets 40,000.00 40,000.00 Held-to-maturity investments Long-term accounts receivable Long-term equity investments 922,914,701.56 922,914,701.56 Investment property 33,380,668.37 35,720,961.41 Fixed assets 1,665,482.35 1,985,546.98 Construction in progress Engineering materials Disposal of fixed assets Productive living assets Oil-gas assets Intangible assets 62,999.99 83,249.99 R&D expense Goodwill Long-term deferred expense 30,866.35 69,866.41 Deferred income tax assets 1,512,077.76 1,910,906.98 Other non-current assets Total non-current assets 959,606,796.38 962,725,233.33 Total assets 994,198,943.32 1,015,850,076.15 Current liabilities: Short-term borrowings Financial liabilities at fair value through gains/losses Derivative financial liabilities Notes payable Accounts payable 61,539,029.68 83,598,309.18 Advances received 2,023,502.15 930,623.95 16 Tsann Kuen (China) Enterprise Co., Ltd. Third Quarter Report 2017 Item September 30, 2017 December 31, 2016 Payroll payable 2,364,907.19 2,912,637.07 Taxes payable 558,164.01 647,392.73 Interest payable Dividends payable Other accounts payable 291,113,334.12 298,567,356.74 Liabilities held for sale Non-current liabilities due within one year Other current liabilities Total current liabilities 357,598,937.15 386,656,319.67 Non-current liabilities: Long-term borrowings Bonds payable Of which: Preference shares Perpetual bonds Long-term payables Long-term payroll payable Special payables Provisions Deferred income Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities 357,598,937.15 386,656,319.67 Owners’ equity: Share capital 185,391,680.00 185,391,680.00 Other equity instruments Of which: Preference shares Perpetual bonds Capital reserve 271,490,289.82 271,490,289.82 Less: Treasury shares Other comprehensive income Special reserve Surplus reserve 29,946,218.17 29,946,218.17 Retained earnings 149,771,818.18 142,365,568.49 Total owners’ equity 636,600,006.17 629,193,756.48 Total liabilities and owners’ equity 994,198,943.32 1,015,850,076.15 Legal representative: Pan Zhirong Chief of the accounting work: Feng Zhiqing Chief of the accounting organ: Feng Zhiqing 17 Tsann Kuen (China) Enterprise Co., Ltd. Third Quarter Report 2017 3. Consolidated Income Statement for July-September Unit: RMB Item July-September 2017 July-September 2016 1. Operating revenue 548,983,805.26 530,619,224.33 Including: Net sales 548,983,805.26 530,619,224.33 Interest revenue Premium revenue Fee and commission revenue 2. Operating expenses 549,851,376.85 510,540,658.88 Including: Cost of sales 478,014,591.63 436,505,858.96 Interest expense Fee and commission expense Surrenders Net claims paid Net amount provided as insurance contract reserve Expenditure on policy dividends Reinsurance premium expense Taxes and surtaxes 1,941,118.69 2,117,191.24 Selling expense 20,723,266.33 21,592,482.33 Administrative expense 41,050,765.37 38,444,945.51 Finance costs 7,554,687.38 -2,839,400.73 Asset impairment losses 566,947.45 14,719,581.57 Add: Gains on fair value changes (“-” for losses) -1,172,950.00 2,816,450.00 Investment income (“-” for losses) 7,896,554.66 -2,794,098.65 Including: Share of gains/losses of associates and joint ventures Exchange gains (“-” for losses) Other income 3. Operating margin (“-” for losses) 5,856,033.07 20,100,916.80 Add: Non-operating income 2,137,263.63 1,411,057.97 Including: Gains on disposal of non-current assets 246,885.07 234,014.13 Less: Non-operating expense 349,208.60 634,553.26 Including: Losses on disposal of non-current assets 335,740.51 633,914.10 4. Gross margin (“-” for losses) 7,644,088.10 20,877,421.51 Less: Income tax expense 1,807,718.65 5,735,890.00 5. Net margin (“-” for losses) 5,836,369.45 15,141,531.51 Attributable to owners of the parent 4,975,244.01 12,124,393.34 Attributable to minority interests 861,125.44 3,017,138.17 6. Other comprehensive income, net of tax -2,201,449.02 1,037,492.82 Other comprehensive income, net of tax attributable to owners of -1,651,086.76 778,119.62 the parent 6.1 Other comprehensive income that will not be reclassified into gains/losses 6.1.1 Changes in net liabilities or assets with a defined benefit plan upon re-measurement 6.1.2 Share of other comprehensive income of investees that cannot be reclassified into gains/losses under equity method 6.2 Other comprehensive income to be subsequently -1,651,086.76 778,119.62 reclassified into gains/losses 18 Tsann Kuen (China) Enterprise Co., Ltd. Third Quarter Report 2017 Item July-September 2017 July-September 2016 6.2.1 Share of other comprehensive income of investees that will be reclassified into gains/losses under equity method 6.2.2 Gains/Losses on fair value changes of available-for-sale financial assets 6.2.3 Gains/Losses on reclassifying held-to-maturity investments into available-for-sale financial assets 6.2.4 Effective gains/losses on cash flow hedges 6.2.5 Currency translation differences -1,651,086.76 778,119.62 6.2.6 Other Other comprehensive income, net of tax attributable to minority -550,362.26 259,373.20 interests 7. Total comprehensive income 3,634,920.43 16,179,024.33 Attributable to owners of the parent 3,324,157.25 12,902,512.96 Attributable to minority interests 310,763.18 3,276,511.37 8. Earnings per share 8.1 Basic earnings per share 0.03 0.07 8.2 Diluted earnings per share 0.03 0.07 Where business mergers under the same control occurred in the current period, the net margin achieved by the merged parties before the business mergers was RMB0.00, with the amount for the same period of last year being RMB0.00. Legal representative: Pan Zhirong Chief of the accounting work: Feng Zhiqing Chief of the accounting organ: Feng Zhiqing 19 Tsann Kuen (China) Enterprise Co., Ltd. Third Quarter Report 2017 4. Parent Company Income Statement for July-September Unit: RMB Item July-September 2017 July-September 2016 1. Operating revenue 18,273,943.92 29,536,460.04 Less: Operating expenses 13,322,339.86 23,381,737.26 Taxes and surtaxes 816,588.92 0.00 Selling expense 2,049,032.06 3,573,257.71 Administrative expense 2,857,110.81 3,274,027.19 Finance costs -9,995.57 -27,930.83 Asset impairment losses -176.77 1,107,423.60 Add: Gains on fair value changes (“-” for losses) Investment income (“-” for loss) Including: Share of gains/losses of associates and joint ventures Other income 2. Operating margin (“-” for losses) -760,955.39 -1,772,054.89 Add: Non-operating income 178,184.44 20,599.04 Including: Gains on disposal of non-current assets Less: Non-operating expense Including: Losses on disposal of non-current assets 3. Gross margin (“-” for losses) -582,770.95 -1,751,455.85 Less: Income tax expense 94,864.76 67,228.41 4. Net margin (“-” for losses) -677,635.71 -1,818,684.26 5. Other comprehensive income, net of tax 5.1 Other comprehensive income that will not be reclassified into gains and losses 5.1.1 Changes in net liabilities or assets with a defined benefit plan upon re-measurement 5.1.2 Share of other comprehensive income of investees that cannot be reclassified into gains/losses under equity method 5.2 Other comprehensive income to be subsequently reclassified into gains/losses 5.2.1 Share of other comprehensive income of investees that will be reclassified into gains/losses under equity method 5.2.2 Gains/Losses on fair value changes of available-for-sale financial assets 5.2.3 Gains/Losses on reclassifying held-to-maturity investments into available-for-sale financial assets 5.2.4 Effective gains/losses on cash flow hedges 5.2.5 Currency translation differences 5.2.6 Other 6. Total comprehensive income -677,635.71 -1,818,684.26 7. Earnings per share 7.1 Basic earnings per share 7.2 Diluted earnings per share Legal representative: Pan Zhirong Chief of the accounting work: Feng Zhiqing Chief of the accounting organ: Feng Zhiqing 20 Tsann Kuen (China) Enterprise Co., Ltd. Third Quarter Report 2017 5. Consolidated Income Statement for January-September Unit: RMB Item January-September 2017 January-September 2016 1. Operating revenue 1,418,667,563.94 1,328,727,913.60 Including: Net sales 1,418,667,563.94 1,328,727,913.60 Interest revenue Premium revenue Fee and commission revenue 2. Operating expenses 1,409,214,816.00 1,287,099,381.09 Including: Cost of sales 1,217,522,060.56 1,099,323,024.06 Interest expense Fee and commission expense Surrenders Net claims paid Net amount provided as insurance contract reserve Expenditure on policy dividends Reinsurance premium expense Taxes and surtaxes 7,636,482.30 5,093,070.40 Selling expense 50,852,292.92 62,334,643.87 Administrative expense 115,833,524.30 119,195,585.58 Finance costs 16,739,068.90 -12,805,713.25 Asset impairment losses 631,387.02 13,958,770.43 Add: Gains on fair value changes (“-” for losses) 708,800.00 8,461,500.00 Investment income (“-” for losses) 9,621,284.80 -7,228,536.60 Including: Share of gains/losses of associates and joint ventures 8,474.00 Exchange gains (“-” for losses) Other income 537,632.00 3. Operating margin (“-” for losses) 20,320,464.74 42,861,495.91 Add: Non-operating income 4,952,714.53 5,760,107.37 Including: Gains on disposal of non-current assets 583,637.21 776,541.14 Less: Non-operating expense 647,608.68 696,278.23 Including: Losses on disposal of non-current assets 541,242.50 651,267.92 4. Gross margin (“-” for losses) 24,625,570.59 47,925,325.05 Less: Income tax expense 5,223,786.41 8,493,215.93 5. Net margin (“-” for losses) 19,401,784.18 39,432,109.12 Attributable to owners of the parent 16,041,818.12 29,914,194.70 Attributable to minority interests 3,359,966.06 9,517,914.42 6. Other comprehensive income, net of tax -3,889,799.47 3,093,649.21 Other comprehensive income, net of tax attributable to owners -2,917,349.60 2,320,236.91 of the parent 6.1 Other comprehensive income that will not be reclassified 15,614.61 0.00 into gains/losses 6.1.1 Changes in net liabilities or assets with a defined 15,614.61 benefit plan upon re-measurement 6.1.2 Share of other comprehensive income of investees that cannot be reclassified into gains/losses under equity method 6.2 Other comprehensive income to be subsequently -2,932,964.21 2,320,236.91 reclassified into gains/losses 21 Tsann Kuen (China) Enterprise Co., Ltd. Third Quarter Report 2017 Item January-September 2017 January-September 2016 6.2.1 Share of other comprehensive income of investees that will be reclassified into gains/losses under equity method 6.2.2 Gains/Losses on fair value changes of available-for-sale financial assets 6.2.3 Gains/Losses on reclassifying held-to-maturity investments into available-for-sale financial assets 6.2.4 Effective gains/losses on cash flow hedges 6.2.5 Currency translation differences -2,932,964.21 2,320,236.91 6.2.6 Other Other comprehensive income, net of tax attributable to minority -972,449.87 773,412.30 interests 7. Total comprehensive income 15,511,984.71 42,525,758.33 Attributable to owners of the parent 13,124,468.52 32,234,431.61 Attributable to minority interests 2,387,516.19 10,291,326.72 8. Earnings per share 8.1 Basic earnings per share 0.09 0.16 8.2 Diluted earnings per share 0.09 0.16 Where business mergers under the same control occurred in the current period, the net margin achieved by the merged parties before the business mergers was RMB0.00, with the amount for the same period of last year being RMB-2,204,397.97. Legal representative: Pan Zhirong Chief of the accounting work: Feng Zhiqing Chief of the accounting organ: Feng Zhiqing 22 Tsann Kuen (China) Enterprise Co., Ltd. Third Quarter Report 2017 6. Parent Company Income Statement for January-September Unit: RMB Item January-September 2017 January-September 2016 1. Operating revenue 56,209,807.30 93,820,642.20 Less: Operating expenses 40,067,603.65 74,793,216.91 Taxes and surtaxes 1,850,719.92 376,508.47 Selling expense 6,704,672.55 8,285,937.55 Administrative expense 9,113,656.11 9,681,328.73 Finance costs -87,968.80 -18,902.91 Asset impairment losses -890,888.88 2,011,424.52 Add: Gains on fair value changes (“-” for losses) Investment income (“-” for loss) 30,310,250.78 107,582,142.80 Including: Share of gains/losses of associates and joint ventures Other income 2. Operating margin (“-” for losses) 29,762,263.53 106,273,271.73 Add: Non-operating income 289,816.98 193,831.54 Including: Gains on disposal of non-current assets Less: Non-operating expense Including: Losses on disposal of non-current assets 3. Gross margin (“-” for losses) 30,052,080.51 106,467,103.27 Less: Income tax expense 398,829.22 16,271,335.48 4. Net margin (“-” for losses) 29,653,251.29 90,195,767.79 5. Other comprehensive income, net of tax 5.1 Other comprehensive income that will not be reclassified into gains and losses 5.1.1 Changes in net liabilities or assets with a defined benefit plan upon re-measurement 5.1.2 Share of other comprehensive income of investees that cannot be reclassified into gains/losses under equity method 5.2 Other comprehensive income to be subsequently reclassified into gains/losses 5.2.1 Share of other comprehensive income of investees that will be reclassified into gains/losses under equity method 5.2.2 Gains/Losses on fair value changes of available-for-sale financial assets 5.2.3 Gains/Losses on reclassifying held-to-maturity investments into available-for-sale financial assets 5.2.4 Effective gains/losses on cash flow hedges 5.2.5 Currency translation differences 5.2.6 Other 6. Total comprehensive income 29,653,251.29 90,195,767.79 7. Earnings per share 7.1 Basic earnings per share 7.2 Diluted earnings per share Legal representative: Pan Zhirong Chief of the accounting work: Feng Zhiqing Chief of the accounting organ: Feng Zhiqing 23 Tsann Kuen (China) Enterprise Co., Ltd. Third Quarter Report 2017 7. Consolidated Cash Flow Statement for January-September Unit: RMB Item January-September 2017 January-September 2016 1. Cash generated by or used in operating activities: Cash generated by sale of commodities and rendering of service 1,305,824,638.19 1,169,919,248.52 Net increase in money deposits from customers and interbank placements Net increase in loans from Central Bank Net increase in funds borrowed from other financial institutions Cash received as premiums of original insurance contracts Net cash generated by reinsurance business Net increase in deposits of policy holders and investment fund Net increase in disposal of financial assets at fair value through gains/losses Interest, fees and commissions received Net increase in interbank borrowings Net increase in funds in repurchase business Tax rebates received 149,967,463.54 142,146,912.55 Cash generated by other operating activities 50,832,866.27 50,653,102.85 Subtotal of cash generated by operating activities 1,506,624,968.00 1,362,719,263.92 Cash paid for goods and services 1,126,699,522.01 1,061,333,471.03 Net increase in loans and advances to customers Net increase in funds deposited in Central Bank and interbank placements Cash paid for claims of original insurance contracts Interest, fees and commissions paid Cash paid as policy dividends Cash paid to and for employees 196,341,723.07 187,990,699.88 Taxes paid 30,028,184.57 18,642,612.06 Cash used in other operating activities 184,960,117.85 156,652,891.47 Subtotal of cash used in operating activities 1,538,029,547.50 1,424,619,674.44 Net cash from operating activities -31,404,579.50 -61,900,410.52 2. Cash generated by or used in investing activities: Cash generated by disinvestments 177,557,760.97 -7,237,010.60 Cash received as investment income 5,550,982.16 8,474.00 Net cash generated by disposal of fixed assets, intangible assets and other 2,420,867.23 6,333,188.47 long-term assets Net cash generated by disposal of subsidiaries or other business units Cash generated by other investing activities 291,063,108.55 105,156,640.61 24 Tsann Kuen (China) Enterprise Co., Ltd. Third Quarter Report 2017 Item January-September 2017 January-September 2016 Subtotal of cash generated by investing activities 476,592,718.91 104,261,292.48 Cash paid to acquire fixed assets, intangible assets and other long-term assets 60,436,437.49 47,599,553.23 Cash paid for investments 442,066,682.48 206,278,499.22 Net increase in pledged loans Net cash paid to acquire subsidiaries and other business units Cash used in other investing activities 447,644,729.59 244,896,840.00 Subtotal of cash used in investing activities 950,147,849.56 498,774,892.45 Net cash from investing activities -473,555,130.65 -394,513,599.97 3. Cash generated by or used in financing activities: Cash received as capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received as borrowings 171,176,598.00 111,188,590.00 Cash generated by issuance of bonds Cash generated by other financing activities 16,305,457.30 Subtotal of cash generated by financing activities 187,482,055.30 111,188,590.00 Repayment of borrowings 146,041,385.30 Cash paid for interest expenses and distribution of dividends or profit 33,955,195.12 32,363,500.69 Including: dividends or profit paid by subsidiaries to minority interests 10,103,416.93 13,824,332.69 Cash used in other financing activities 6,636,864.19 Sub-total of cash used in financing activities 186,633,444.61 32,363,500.69 Net cash from financing activities 848,610.69 78,825,089.31 4. Effect of foreign exchange rate changes on cash and cash equivalents -16,713,677.71 8,490,536.60 5. Net increase in cash and cash equivalents -520,824,777.17 -369,098,384.58 Add: Opening balance of cash and cash equivalents 738,195,729.53 675,824,861.29 6. Closing balance of cash and cash equivalents 217,370,952.36 306,726,476.71 Legal representative: Pan Zhirong Chief of the accounting work: Feng Zhiqing Chief of the accounting organ: Feng Zhiqing 25 Tsann Kuen (China) Enterprise Co., Ltd. Third Quarter Report 2017 8. Parent Company Cash Flow Statement for January-September Unit: RMB Item January-September 2017 January-September 2016 1. Cash generated by or used in operating activities: Cash generated by sale of commodities and rendering of service 74,106,238.70 87,550,946.03 Tax rebates received Cash generated by other operating activities 29,715,192.90 31,327,817.44 Subtotal of cash generated by operating activities 103,821,431.60 118,878,763.47 Cash paid for goods and services 69,636,578.63 75,355,128.31 Cash paid to and for employees 9,559,649.07 9,492,255.28 Taxes paid 3,297,630.22 4,660,056.78 Cash used in other operating activities 30,337,932.27 182,830,976.43 Subtotal of cash used in operating activities 112,831,790.19 272,338,416.80 Net cash from operating activities -9,010,358.59 -153,459,653.33 2. Cash generated by or used in investing activities: Cash generated by disinvestments 130,000,000.00 Cash received as investment income 30,310,250.78 41,481,472.07 Net cash generated by disposal of fixed assets, intangible assets and other long-term assets Net cash generated by disposal of subsidiaries or other business units Cash generated by other investing activities Subtotal of cash generated by investing activities 30,310,250.78 171,481,472.07 Cash paid to acquire fixed assets, intangible assets and other 29,710.83 13,798.00 long-term assets Cash paid for investments 1,000,000.00 Net cash paid to acquire subsidiaries and other business units Cash used in other investing activities Subtotal of cash used in investing activities 29,710.83 1,013,798.00 Net cash from investing activities 30,280,539.95 170,467,674.07 3. Cash generated by or used in financing activities: Cash received as capital contributions Cash received as borrowings Cash generated by issuance of bonds Cash generated by other financing activities Subtotal of cash generated by financing activities 0.00 0.00 Repayment of borrowings Cash paid for interest expenses and distribution of dividends or 22,247,001.60 18,539,168.00 profit 26 Tsann Kuen (China) Enterprise Co., Ltd. Third Quarter Report 2017 Item January-September 2017 January-September 2016 Cash used in other financing activities Sub-total of cash used in financing activities 22,247,001.60 18,539,168.00 Net cash from financing activities -22,247,001.60 -18,539,168.00 4. Effect of foreign exchange rate changes on cash and cash equivalents 80,841.42 1,303.29 5. Net increase in cash and cash equivalents -895,978.82 -1,529,843.97 Add: Opening balance of cash and cash equivalents 6,668,219.24 7,750,025.58 6. Closing balance of cash and cash equivalents 5,772,240.42 6,220,181.61 Legal representative: Pan Zhirong Chief of the accounting work: Feng Zhiqing Chief of the accounting organ: Feng Zhiqing II Auditor’s Report Are the Q3 2017 financial statements audited? □Yes √ No These financial statements are unaudited. 27