Report for the First Quarter of 2016 of Tsann Kuen (China) Enterprise Co., Ltd.
Tsann Kuen (China) Enterprise Co., Ltd.
Report for the First Quarter of 2016
April 2016
Report for the First Quarter of 2016 of Tsann Kuen (China) Enterprise Co., Ltd.
Section I Important Statements
The Board of Directors, the Supervisory Committee as well as all directors, supervisors and
senior management staff of Tsann Kuen (China) Enterprise Co., Ltd. (hereinafter referred to
as “the Company”) warrant that this report is factual, accurate and complete without any
false record, misleading statement or material omission. And they shall be jointly and
severally liable for that.
All directors attended the board session for reviewing this report.
Mr. Pan Zhirong, company principal, and Mr. Feng Zhiqing, 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.
This Report is prepared in both Chinese and English. Should there be any discrepancy
between the two versions, the Chinese version shall prevail.
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Report for the First Quarter of 2016 of Tsann Kuen (China) Enterprise Co., Ltd.
Section II Financial Results and Changes in Shareholders
I Financial results
Whether the Company performed any retroactive adjustments to or restatement of its accounting data due to changes of accounting policies
or correction of accounting errors
√ Yes □ No
Unit: RMB
January-March 2015
Item January-March 2016 +/-%
Before adjustment After adjustment
Operating revenues 400,158,372.95 453,454,308.58 453,454,308.58 -11.75
Net profit attributable to shareholders of
6,272,704.45 7,995,185.44 7,995,185.44 -21.54
the Company
Net profit attributable to shareholders of
the Company after deducting exceptional 4,561,371.13 2,993,743.17 2,993,743.17 52.36
profit and loss
Net operating cash flow -21,744,915.13 -36,982,666.95 -36,982,666.95 41.20
Basic earnings per share (RMB/share) 0.03 0.04 0.04 -25.00
Diluted earnings per share (RMB/share) 0.03 0.04 0.04 -25.00
Weighted average return on equity (%) 1.11 1.45 1.45 -0.34
31 December 2015
Item 31 March 2016 +/-%
Before adjustment After adjustment
Total assets 1,477,675,339.10 1,656,036,577.21 1,662,657,829.11 -11.13
Net assets attributable to shareholders of
581,986,531.87 559,728,743.98 562,024,410.53 3.55
the Company
Notes to the retroactive adjustment of 2016 opening amount and that of the same period of last year:
On 24 April 2015, the Company held the 2015 2nd Board of Directors had approved the resolutions, of which the controlling subsidiary
Zhangzhou Tsann Kuen Industrial Co., Ltd. (named “Zhangzhou Tsann Kuen” for short with the shareholding of 75%) and firstly set up the
wholly owned subsidiary Orient Star Investments Limited (named “Orient Star Investments”) then secondly Orient Star Investments
invested and purchased the 100% equities of the wholly owned subsidiary Tsannkuen Edge Intelligence Co., Ltd. (named “Tsannkuen Edge
Intelligence” for short) of STAR COMGISTIC CAPITAL CO., LTD. (named “STAR COMGISTIC CAPITAL” for short). Orient Star
Investments received the relevant letter about approving the purchase of the 100% equities of Tsannkuen Edge Intelligence from Taiwan
competent authorities on 15 March 2016 and amount that STAR COMGISTIC CAPITAL received the purchase of the whole equities of
Tsannkuen Edge Intelligence by Orient Star Investments on 21 March 2016 was of USD968,545.48. And had completed the relevant
alternation procedures of the commercial registration of the equity transfer on 19 April 2016 and with the details, please refer to the
Announcement on the Controlling Subsidiary of the Company Zhangzhou Tsann Kuen Invested on Its Wholly-owned Subsidiary which
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Report for the First Quarter of 2016 of Tsann Kuen (China) Enterprise Co., Ltd.
Purchased the Equity of Tsannkuen Edge Intelligence and the Related Transactions that disclosed on Securities Times, Hong Kong Ta
Kung Pao and www.cninfo.com.cn on 25 April 2015, the Correcting Announcement on the Controlling Subsidiary of the Company
Zhangzhou Tsann Kuen Invested on Its Wholly-owned Subsidiary which Purchased the Equity of Tsannkuen Edge Intelligence and the
Related Transactions that disclosed on Securities Times, Hong Kong Ta Kung Pao and www.cninfo.com.cn on 28 April 2015,
Announcement on the Completion of the Commercial Registration Procedures of the Hong Kong Wholly-owned Subsidiary of Zhangzhou
Tsann Kuen that disclosed on Securities Times, Hong Kong Ta Kung Pao and www.cninfo.com.cn on 21 May 2015, Announcement on the
Controlling Subsidiary of the Company Zhangzhou Tsann Kuen Purchased Tsannkuen Edge Intelligence and the Progress of the Related
Transactions that disclosed on Securities Times, Hong Kong Ta Kung Pao and www.cninfo.com.cn on 16 March 2016 and the
Announcement on the Completion of the Commercial Alternation Registration of the Controlling Subsidiary of the Company Zhangzhou
Tsann Kuen through the Purchase of Tsannkuen Edge Intelligence by Hong Kong Subsidiary that disclosed on Securities Times, Hong
Kong Ta Kung Pao and www.cninfo.com.cn on 21 April 2016.
According to No. 20 of ASBE - Enterprise Merger, the Transaction formed the enterprise merger under the same control and the main body
was regarded as always exist in the previous periods after the merger. The combining party shall adjust the opening amounts and the
amounts for the same period of last year of relevant items in the statements.
Total share capital up to the former trading date before the disclosure:
Total share capital up to the former trading date
185,391,680
before the disclosure (share)
Fully diluted EPS calculated by the newest share
0.03
capital (RMB/share)
Exceptional profit and loss
√ Applicable □ Not applicable
Unit: RMB
Item January-March 2016 Note
Profit/loss on disposal of non-current assets (including offset amount of asset
282,768.55
impairment provisions)
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 (except for the
government grants closely related to the business of the Company and given at a fixed 507,500.00
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 -2,224,231.59
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Report for the First Quarter of 2016 of Tsann Kuen (China) Enterprise Co., Ltd.
Item January-March 2016 Note
under the same control from period-beginnings to merger dates
Profit/loss on contingencies irrelevant to the Company’s normal business activities
Mainly were the
Profit/loss on fair value changes of transactional financial assets and liabilities & revenues of selling the
investment profit on disposal of transactional financial assets and liabilities as well as foreign exchange
4,083,472.39
financial assets available for sale, except for effectively hedging business related to forward transaction
normal business operations of the Company investment, changes in
fair value
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 407,071.56
Other profit/loss that meet the definition of exceptional profit/loss
Less: Income tax effects 803,778.20
Minority interests effects (after tax) 541,469.39
Total 1,711,333.32
Explanation of why the Company classified an item as exceptional profit/loss according to the definition in the Explanatory Announcement
No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Exceptional Profit and Loss, or reclassified any
exceptional profit/loss item given as an example in the said explanatory announcement to recurrent profit/loss
□ Applicable √ Not applicable
II Total number of shareholders at the period-end and shareholdings of top ten shareholders
1. Numbers of common shareholders and preference shareholders with resumed voting rights as well as shareholdings
of top ten shareholders
Unit: share
Total number of preference
Total number of common shareholders at the shareholders with resumed
17,692 0
period-end voting rights at the
period-end
Shareholdings of top ten shareholders
Number of Pledged or frozen shares
Nature of Shareholding Number of
Name of shareholder restricted
shareholder percentage (%) shares held Status of shares Number of shares
shares held
FORDCHEE DEVELOPMENT Foreign
29.10% 53,940,530 0 N/A 0
LIMITED corporation
EUPA INDUSTRY CORPORATION Foreign
13.09% 24,268,840 0 N/A 0
LIMITED corporation
GUOTAI JUNAN Foreign 6.16% 11,415,520 0 N/A 0
SECURITIES(HONGKONG) corporation
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Report for the First Quarter of 2016 of Tsann Kuen (China) Enterprise Co., Ltd.
LIMITED
FILLMAN INVESTMENTS Foreign
2.49% 4,621,596 0 N/A 0
LIMITED corporation
Foreign natural
WU CHI LI 1.04% 1,935,000 0 N/A 0
person
Domestic
CHEN YONGQUAN 1.02% 1,888,819 0 N/A 0
natural person
Foreign natural
CHEN YONGQING 0.77% 1,436,149 0 N/A 0
person
Foreign natural
CHEN LIJUAN 0.69% 1,287,817 0 N/A 0
person
SHENWAN HONGYUAN Foreign
0.63% 1,170,051 0 N/A 0
SECURITIES (HK) CO., LTD. corporation
Domestic
XIE QINGJUN 0.60% 1,112,276 0 N/A 0
natural person
Shareholdings of top ten non-restricted shareholders
Variety of shares
Name of shareholder Number of non-restricted shares held
Variety Number
Domestically listed
FORDCHEE DEVELOPMENT LIMITED 53,940,530 53,940,530
foreign shares
Domestically listed
EUPA INDUSTRY CORPORATION LIMITED 24,268,840 24,268,840
foreign shares
GUOTAI JUNAN SECURITIES(HONGKONG) Domestically listed
11,415,520 11,415,520
LIMITED foreign shares
Domestically listed
FILLMAN INVESTMENTS LIMITED 4,621,596 4,621,596
foreign shares
Domestically listed
WU CHI LI 1,935,000 1,935,000
foreign shares
Domestically listed
CHEN YONGQUAN 1,888,819 1,888,819
foreign shares
Domestically listed
CHEN YONGQING 1,436,149 1,436,149
foreign shares
Domestically listed
CHEN LIJUAN 1,287,817 1,287,817
foreign shares
SHENWAN HONGYUAN SECURITIES (HK) Domestically listed
1,170,051 1,170,051
CO., LTD. foreign shares
Domestically listed
XIE QINGJUN 1,112,276 1,112,276
foreign shares
The first, the second and the fourth largest shareholders are the Company’s corporate
controlling shareholders. It is unknown to the Company whether there exists associated
Related or acting-in-concert parties among the
relationship among the shareholders above or they are acting-in-concert entities as
above shareholders
stipulated in the Administrative Measures on Information Disclosure of Changes in
Shareholding of Listed Companies.
Did any of the top ten common shareholders or the top ten non-restricted common shareholders of the Company conduct 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 the top ten of them
□ Applicable √ Not applicable
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Report for the First Quarter of 2016 of Tsann Kuen (China) Enterprise Co., Ltd.
Section III Significant Events
I Changes in major accounting statement items and financial indicators for the Reporting Period,
as well as reasons for such changes
√ Applicable □ Not applicable
Unit: RMB
31 December 2015
Item 31 March 2016 (retroactively +/-% Main reason for change
restated)
Notes receivable 3,351,938.00 1,483,710.00 125.92 New notes receivable
The materials prepaid for were accepted into our
Accounts paid in advance 9,644,070.35 16,919,366.87 -43.00
warehouses upon check.
Other accounts receivable 26,024,130.69 50,269,802.82 -48.23 Export rebates were received.
Other current assets 237,988,317.81 89,858,232.99 164.85 Financial products of RMB150 million were purchased.
Other non-current assets 3,513,789.58 6,264,771.15 -43.91 The equipment prepaid for was accepted upon check.
Short-term borrowings 2,202,003.90 0.00 100.00 Short-term borrowings of subsidiaries increased.
Financial liabilities measured
at fair value with fair value
3,367,150.00 8,462,500.00 -60.21 Evaluated loss on forward forex contracts
change charged to the current
profit and loss
Taxes and fares payable 3,639,266.52 6,158,817.21 -40.91 Operating revenue decreased.
Item January-March 2016 January-March 2015 +/-% Main reason for change
Business tax and surtaxes 2,421,468.97 1,271,419.53 90.45 The taxes n relation to tax offset increased.
Financial costs -259,634.93 -6,136,213.61 95.77 Evaluated profit on foreign currencies decreased.
Bad-debt provisions made according to our accounting
Asset impairment loss 1,087,300.12 -887,025.98 222.58
policies
Returns on investment -1,003,403.59 1,105,031.80 -190.80 Gains on delivered forward forex contracts decreased.
Non-operating revenue 1,204,888.70 2,229,112.34 -45.95 Governmental subsidies decreased.
Corporate income tax 1,860,460.96 -378,618.00 591.38 Net profit of subsidiary Tsann Kuen Zhangzhou increased.
Net operating cash flow -21,744,915.13 -36,982,666.95 41.20 Export rebates increased.
Net investment cash flow -180,176,787.85 -344,206,153.04 47.65 Financial products decreased by RMB180 million.
Net financing cash flow -11,622,330.69 211,021,879.00 -105.51 Borrowings decreased.
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Report for the First Quarter of 2016 of Tsann Kuen (China) Enterprise Co., Ltd.
II Progress of significant events and analysis & explanations on their influence and solutions
√ Applicable □ Not applicable
(I) Contingencies
(1) The subsidiary of the Company -TsannKuen (Zhangzhou) Enterprise Co., Ltd. (hereafter, TKL) signed the < Product Supply
Agreement> with XindaElectromechanics Co., Ltd. (hereafter, Xinda) on July 20, 2009. The validity of the contract is from July 1, 2009 to
June 30, 2012. Furthermore, on 1 January 2011, they signed the Contract> and relevant products from Xinda. TKL rejected to pay for the purchase and terminated those agreements due to the poor quality products from Xinda. On 2 November 2011, Xinda lodged petition for civil litigation to the Intermediate People’s Court of Zhangzhou for the order of Intermediate People’s Court of Zhangzhou that TKL pay for purchase from Xindaamounting to USD 479,089.06 (CNY 3,071,535.78) immediately together with the liquidated damages for delay payment and resume performance of the agreement (the value of the unperformed agreement amounting to USD 189,423.25). On 8 January 2012, TKL lodged counterclaim to the Court claiming that due to unsatisfactory quality of goods supplied by Xinda, goods supplied by TKL had been returned from clients and orders cancelled, resulting in substantial financial loss and reputation damage suffered by the TKL. TKL therefore petitioned for the cour order for relief of agreement and that Xinda shall pay to TKL liquidated damage amounting to CNY 1 million together with financial loss amounting to CNY 7.6216 million. Intermediate People’s Court of Zhangzhou made the judgement on 15 August 2013 as follow: a. TKL should pay goods payments amount USD479, 089.06 to plaintiff Xindawithin 15 days from the date on which the judgement becomes effective, equivalent to CNY3, 071,535.78. b. Plaintiff Xinda and the third party BoLuoLianyuan industry Co., Ltd. (hereafter Lianyuan)should jointly pay the laquidated damage for CNY1,233,399.70toTKLwithin 15 days from the date on which the judgement becomes effective. c. Unperformed 10 orders entered into by TKL, Xinda and Lianyuan are declared cancelled. d. Reject other claims partitioned by the plaintiff Xinda. e. Reject other claims partitioned by TKL. After the first judgement, both parties appealed against the judgment. Up to the end of the reporting date, the financial statement of TKL included accounts payable to Xinda amounting to USD 479,089.06. As the second hearing was yet to be finalized, TKL unrecognized contingent assets CNY1,233,399.70 to Xinda. (2) 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 productionshould 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 responsibilityif the lessee sublease the leasehold, make improvement or addition to the leasehold without to obtain the written consent from lessor. 8 Report for the First Quarter of 2016 of Tsann Kuen (China) Enterprise Co., Ltd. TKS submitted the civil action to Shanghai Jiading District People's Courtby 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 28 October 2015, and required early termination of the Plant Leasing contract with SHLX, and required SHHJ to terminate constructionand to repristinate the leasehold. Up to the end of the reporting date, the civil action is still in process. (II)The transfer progress of TsannKuen China (Shanghai) Enterprise Co., Ltd. In accordance with integrated consideration of operation, business and investment structure, the Board of Directors of the Company decides to transfer all of its shareholdings of TsannKuen China (Shanghai) Enterprise Co., Ltd. (TKS) (62.5%) to controlling subsidiary TsannKuen (Zhangzhou) Enterprise Co., Ltd. (TKL) by CNY130 million on 27 January 2016, the relevant details disclosed on Transaction Announcement on Equity Transfer of TKS by the Company on the Securities Times, HongKong Ta Kung Pao and www cninfo.com.cn on 28 January 2016. The TsannKuen (Zhangzhou) Enterprise Co., Ltd.(TKL) had paid 50% payment of the equity transfer on 30 March 2016. On 26 April 2016, TKS received the reply of the Shanghai Jiading government concerning its consent to the equity transfer of TKS and the altered approval certificate for foreign-invested enterprise. For details, please refer to the Announcement on Progress on Transfer of Equity Interests in TKS, which has been disclosed on Securities Times, Ta Kung Pao (HK) and www cninfo.com.cn dated 27 April 2016. As of the reporting date, the equity transfer procedure of TsannKuen China (Shanghai) Enterprise Co., Ltd. (TKS) was under processing. (III) Progress of controlling subsidiary TsannKuen (Zhangzhou) Enterprise Co., Ltd. purchase the Equity of Tsannkuen Edge Intelligence Co., Ltd On 24 April 2015, the Company held the 2015 2nd Board of Directors had approved the resolutions, of which the controlling subsidiary Zhangzhou Tsann Kuen Industrial Co., Ltd. (named “Zhangzhou Tsann Kuen” for short with the shareholding of 75%) and firstly set up the wholly owned subsidiary Orient Star Investments Limited (named “Orient Star Investments”) then secondly Orient Star Investments invested and purchased the 100% equities of the wholly owned subsidiary Tsannkuen Edge Intelligence Co., Ltd. (named “Tsannkuen Edge Intelligence” for short) of STAR COMGISTIC CAPITAL CO., LTD. (named “STAR COMGISTIC CAPITAL” for short). Orient Star Investments received the relevant letter about approving the purchase of the 100% equities of Tsannkuen Edge Intelligence from Taiwan competent authorities on 15 March 2016 and amount that STAR COMGISTIC CAPITAL received the purchase of the whole equities of Tsannkuen Edge Intelligence by Orient Star Investments on 21 March 2016 was of USD968,545.48. And had completed the relevant alternation procedures of the commercial registration of the equity transfer on 19 April 2016 and with the details, please refer to the Announcement on the Controlling Subsidiary of the Company Zhangzhou Tsann Kuen Invested on Its Wholly-owned Subsidiary which Purchased the Equity of Tsannkuen Edge Intelligence and the Related Transactions that disclosed on Securities Times, Hong Kong Ta Kung Pao and www.cninfo.com.cn on 25 April 2015, the Correcting Announcement on the Controlling Subsidiary of the Company Zhangzhou Tsann Kuen Invested on Its Wholly-owned Subsidiary which Purchased the Equity of Tsannkuen Edge Intelligence and the Related Transactions that disclosed on Securities Times, Hong Kong Ta Kung Pao and www.cninfo.com.cn on 28 April 2015, Announcement on the Completion of the Commercial Registration Procedures of the Hong Kong Wholly-owned Subsidiary of Zhangzhou Tsann Kuen that disclosed on Securities Times, Hong Kong Ta Kung Pao and www.cninfo.com.cn on 21 May 2015, Announcement on the Controlling Subsidiary of the Company Zhangzhou Tsann Kuen Purchased Tsannkuen Edge Intelligence and the Progress of the Related 9 Report for the First Quarter of 2016 of Tsann Kuen (China) Enterprise Co., Ltd. Transactions that disclosed on Securities Times, Hong Kong Ta Kung Pao and www.cninfo.com.cn on 16 March 2016 and the Announcement on the Completion of the Commercial Alternation Registration of the Controlling Subsidiary of the Company Zhangzhou Tsann Kuen through the Purchase of Tsannkuen Edge Intelligence by Hong Kong Subsidiary that disclosed on Securities Times, Hong Kong Ta Kung Pao and www.cninfo.com.cn on 21 April 2016. Summary Disclosure date Query index Progressive announcement on complain event of law suit between the controlling subsidiary and TsannKuen 2014-2-22 www.cninfo.com.cn (Zhangzhou) Enterprise Co., Ltd. and XindaElectromechanics The equity transfer progress of TsannKuen China 2016-1-28 (Shanghai) Enterprise Co., Ltd. www.cninfo.com.cn 2016-4-27 2015-4-25 Progress of controlling subsidiary TsannKuen 2015-4-28 (Zhangzhou) Enterprise Co., Ltd. purchase the Equity of 2015-5-21 www.cninfo.com.cn Tsannkuen Edge Intelligence Co., Ltd 2016-3-16 2016-4-21 10 Report for the First Quarter of 2016 of Tsann Kuen (China) Enterprise Co., Ltd. III Commitments of the Company, its shareholders, actual controller, acquirer, directors, supervisors, senior management or other related parties fulfilled in the Reporting Period or ongoing at the period-end √ Applicable □ Not applicable Date of Term of Commitmen Type of Commitment Contents commitment commitm Fulfillment t maker commitment making ent Commitments made in share reform Commitments made in acquisition documents or shareholding alteration documents Commitments made in time of asset restructuring Commitments made in time of IPO or refinancing Commitments concerning stock ownership incentive Based on the confidence on the continuous and stable development of The Company’s the Company, it committed to increase stocks resumed the shareholding if the Company’s stock trading on 31 price lower than HKD2.40 per share Dec. 2012, but after the implementation of the shares the Company’s contraction and trading resumption, and Within stock price hasn’t it would increase no more than 2% one year met the condition FILLMAN Commitment shares (i.e. 3.7078 million shares) of the since the for shareholding Other commitments made to INVESTME on total shares issued by the Company date of 28 Dec. 2012 increase since the minority shareholders NTS shareholding within one year since the date of initial initial date of trading LIMITED increase shareholding increase. If the plan on sharehold resumption, increasing holding 2% shares of the ing FILLMAN total shares is completed, if the stock increase Investment price hasn’t reached the target price, it Limited hasn’t will perform relevant approval implemented the procedures, and propose to CSRC on shareholding continuous implementation of increase plan. shareholding increase by exemption of offering. Executed on time Yes IV Operating result forecast for January-June 2016 Forecast of a possible deficit or considerable YoY change in the accumulative net profit made during the period from the beginning of the year to the end of the next reporting period, as well as explanation of why: □Applicable √ Not applicable V Securities investments □ Applicable √ Not applicable No such cases in the Reporting Period. 11 Report for the First Quarter of 2016 of Tsann Kuen (China) Enterprise Co., Ltd. VI Investments in derivative financial instruments √ Applicable □ Not applicable Unit: RMB’0,000 Proportion of Amount of the closing the investment Actual Related-party Type of Initial Opening Impairment Sold provision Closing Beginning amount in gain/loss in Operator Relation transaction derivative investment Ending date investment provision amount for investment date the reporting or not investment amount amount (if any) impairment amount Company’s period losses closing net assets (%) Forward 1 January 31 March Bank No No 27,822.96 27,816.19 0.00 10,002.36 17,820.60 30.62 408.35 exchange 2016 2016 Total 27,822.96 27,816.19 0.00 10,002.36 17,820.60 30.62 408.35 Capital source for derivative investment Self-owned funds Lawsuit situations (if applicable) N/A Disclosure date of the board announcement approving 2013-3-12 the wealth management entrustment Disclosure date of the general meeting announcement 2013-5-18 approving the wealth management entrustment Analysis on risks and control measures of derivative 1. Analysis on risks from holding of derivative products: gains or losses from difference between contracted exchange rate and market exchange products held in the reporting period (including but not rate on value date. limited to market risk, liquidity risk, credit risk, 2. Control measures: operation risk, law risk, etc.) (1) Principle: The purpose of the financial derivative operation is to avoid risks. The Company shall not conduct transactional operation for other purposes than risk avoidance. The Company shall not conduct complex derivative trading above the actual operation needs and shall not speculate in derivative trading with hedging as an excuse. The overall contractual amount for risk avoidance of the Company shall not exceed 12 Report for the First Quarter of 2016 of Tsann Kuen (China) Enterprise Co., Ltd. the summation of the net risk exposure of the existing assets and liabilities and the net risk exposure of assets and liabilities arising from the operation of the Company in the coming year. (2) Staff requirements: Personnel taking part in the investment shall all fully understand the risks of derivative investment and strictly execute the business operation and risk management mechanisms for derivative investment. (3) Operation standardization: Before making a derivative investment, the Company shall rationally equip itself with professional personnel for investment decision-making, business operation, risk control, etc. It shall also inquire and compare among various markets and products. Besides, it shall strictly control the variety and size of derivative investment and try to choose derivative trading on exchange as much as possible. (4) Periodic evaluation: Derivative investments shall be evaluated at least twice for a month and the evaluation report shall be sent to a high-ranking executive authorized by the Board of Directors. And a derivative investment report shall be sent to the Board of Directors annually. The Company and its 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. (1) Profit/loss on delivered derivative financial instruments was RMB-1.0119 million in the Reporting Period, and evaluated loss on undelivered Changes of market prices or fair values in the reporting derivatives was RMB5.0954 million in the Reporting Period, including the reversed evaluated loss of RMB8.4625 million on undelivered period of the invested derivatives. And the analysis on forward exchange instruments of last year. the fair value of the derivatives should include the (2) The former contracted bank provided monthly sheets of estimated exchange rates for the undue contracted forward exchanges on the last specific use methods and the relevant assumptions and trading day of the month. 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 There were no significant changes between the Company’s accounting policy and specific accounting principles of derivatives in the reporting principles of derivatives in the reporting period period and those in the last reporting period. compared to the previous reporting period The Company has carried out a strict internal assessment for the financial derivative business and has established a corresponding supervision Specific opinion from independent directors on the mechanism. We are of the opinion that the financial derivative business conducted by the Company is fairly necessary in its routine operation Company’s derivatives investment and risk control and is in compliance with relevant laws and regulations, with the risks controllable. 13 Report for the First Quarter of 2016 of Tsann Kuen (China) Enterprise Co., Ltd. VII Visits paid to the Company in the Reporting Period for purposes of research, communication, interview, etc. √ Applicable □ Not applicable Date of visit Way of visit Type of visitor Index to main inquiry information Inquiry the reform of B share, and the 2016-02-01 Telephone communication Individual Company’s equity transfer of TsannKuen China (Shanghai) Enterprise Co., Ltd. Inquiry the Company’s equity transfer of 2016-02-02 Telephone communication Individual TsannKuen China (Shanghai) Enterprise Co., Ltd. VIII Illegal provision of guarantees for external parties □ Applicable √ Not applicable IX Occupation of the Company’s funds by the controlling shareholder or its related parties for non-operating purposes □ Applicable √ Not applicable 14 Report for the First Quarter of 2016 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 Item Closing amount Opening amount Current assets: Monetary funds 552,005,943.42 756,223,544.72 Settlement reserves Lendings to banks and other financial institutions Financial assets measured at fair value with fair value changes included in the profit and loss for the Reporting Period Derivative financial assets Notes receivable 3,351,938.00 1,483,710.00 Accounts receivable 164,628,641.90 219,647,979.97 Accounts paid in advance 9,644,070.35 16,919,366.87 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable 998,102.78 1,135,305.55 Dividends receivable Other accounts receivable 26,024,130.69 50,269,802.82 Financial assets purchased under agreement to resell Inventories 223,403,155.60 264,377,787.95 Assets held for sale Non-current assets due within one year Other current assets 237,988,317.81 89,858,232.99 Total current assets 1,218,044,300.55 1,399,915,730.87 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 44,940,427.68 46,185,216.68 Fixed assets 177,423,178.51 177,049,198.02 Construction in progress 189,814.25 210,796.20 Engineering materials Disposal of fixed assets Productive living assets Oil-gas assets Intangible assets 14,957,382.01 14,136,233.55 R&D expense Goodwill Long-term deferred expenses 4,220,414.42 3,874,638.99 Deferred income tax assets 14,346,032.10 14,981,243.65 Other non-current assets 3,513,789.58 6,264,771.15 Total non-current assets 259,631,038.55 262,742,098.24 Total assets 1,477,675,339.10 1,662,657,829.11 Current liabilities: Short-term borrowings 2,202,003.90 Borrowings from the Central Bank Money deposits accepted and inter-bank deposits Loans from banks and other financial institutions Financial liabilities measured at fair value with fair value 3,367,150.00 8,462,500.00 changes included in the profit and loss for the Reporting Period Derivative financial liabilities 15 Report for the First Quarter of 2016 of Tsann Kuen (China) Enterprise Co., Ltd. Item Closing amount Opening amount Notes payable 20,822,647.82 26,974,641.74 Accounts payable 424,945,816.94 575,930,730.06 Accounts received in advance 18,045,024.02 15,828,556.71 Financial assets sold for repurchase Handling charges and commissions payable Payroll payable 30,993,636.51 43,386,265.04 Taxes and fares payable 3,639,266.52 6,158,817.21 Interest payable 1,726.76 Dividends payable Other accounts payable 65,480,399.31 65,183,344.50 Reinsurance premiums payable Insurance contract reserves 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 569,497,671.78 741,924,855.26 Non-current liabilities: Long-term borrowings Bonds payable Of which: Preference shares Perpetual bonds Long-term accounts payable Long-term payroll payable Special payables Estimated liabilities Deferred income Deferred income tax liabilities 241,522.53 242,702.95 Other non-current liabilities Total non-current liabilities 241,522.53 242,702.95 Total liabilities 569,739,194.31 742,167,558.21 Owners’ equity: Share capital 185,391,680.00 185,391,680.00 Other equity instruments Of which: Preference shares Perpetual bonds Capital reserves 296,808,965.78 282,916,698.67 Less: Treasury stock Other composite income 3,028,199.82 3,231,050.04 Special reserves Surplus reserves 20,962,521.51 20,962,521.51 Provisions for general risks Retained profit 75,795,164.76 69,522,460.31 Total equity attributable to owners of the Company 581,986,531.87 562,024,410.53 Minority interests 325,949,612.92 358,465,860.37 Total owners’ equity 907,936,144.79 920,490,270.90 Total liabilities and owners’ equity 1,477,675,339.10 1,662,657,829.11 Legal representative: Pan Zhirong Chief of the accounting work: Feng Zhiqing Chief of the accounting organ: Feng Zhiqing r 16 Report for the First Quarter of 2016 of Tsann Kuen (China) Enterprise Co., Ltd. 2. Balance sheet of the Company Unit: RMB Item Closing balance Opening balance Current Assets: Monetary funds 27,314,061.58 7,750,025.58 Financial assets measured at fair value with fair value changes included in the profit and loss for the Reporting Period Derivative financial assets Notes receivable 3,351,938.00 589,835.00 Accounts receivable 13,789,357.35 23,997,156.18 Accounts paid in advance 757,859.23 1,202,214.48 Interest receivable Dividends receivable Other accounts receivable 65,683,872.24 3,010,844.58 Inventories 9,049,238.95 11,151,650.93 Assets held for sale Non-current assets due within one year Other current assets 55,278.38 Total current assets 119,946,327.35 47,757,005.13 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 922,914,701.56 985,814,030.83 Investment property 38,061,545.72 38,994,677.59 Fixed assets 2,228,915.34 2,328,116.94 Construction in progress Engineering materials Disposal of fixed assets Productive living assets Oil-gas assets Intangible assets 103,499.99 110,249.99 R&D expense Goodwill Long-term deferred expenses 321,866.30 405,866.33 Deferred income tax assets 1,855,662.29 18,053,868.00 Other non-current assets 13,798.00 Total non-current assets 965,539,989.20 1,045,746,809.68 Total assets 1,085,486,316.55 1,093,503,814.81 Current liabilities: Short-term borrowings Financial liabilities measured at fair value with fair value changes included in the profit and loss for the Reporting Period Derivative financial liabilities Notes payable Accounts payable 52,100,396.90 66,922,540.32 Accounts received in advance 7,541,802.91 2,664,965.52 Payroll payable 1,240,975.94 3,390,321.73 Taxes and fares payable 329,583.89 966,665.47 Interest payable 17 Report for the First Quarter of 2016 of Tsann Kuen (China) Enterprise Co., Ltd. Item Closing balance Opening balance Dividends payable Other accounts payable 374,575,829.24 461,663,363.89 Liabilities held for sale Non-current liabilities due within one year Other current liabilities Total current liabilities 435,788,588.88 535,607,856.93 Non-current liabilities: Long-term borrowings Bonds payable Of which: Preference shares Perpetual bonds Long-term payables Long-term payroll payables Special payables Estimated liabilities Deferred income Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 0.00 0.00 Total liabilities 435,788,588.88 535,607,856.93 Owners’ equity: Share capital 185,391,680.00 185,391,680.00 Other equity instruments Of which: Preference shares Perpetual bonds Capital reserves 271,490,289.82 271,490,289.82 Less: Treasury stock Other composite income Special reserves Surplus reserves 20,962,521.51 20,962,521.51 Retained profit 171,853,236.34 80,051,466.55 Total owners’ equity 649,697,727.67 557,895,957.88 Total liabilities and owners’ equity 1,085,486,316.55 1,093,503,814.81 Legal representative: Pan Zhirong Chief of the accounting work: Feng Zhiqing Chief of the accounting organ: Feng Zhiqing 18 Report for the First Quarter of 2016 of Tsann Kuen (China) Enterprise Co., Ltd. 3. Consolidated income statement Unit: RMB Item January-March 2016 January-March 2015 1. Operating revenues 400,158,372.95 453,454,308.58 Including: Sales income 400,158,372.95 453,454,308.58 Interest income Premium income Handling charge and commission income 2. Total operating costs 395,648,344.39 452,175,584.80 Including: Cost of sales 332,766,010.74 395,763,311.66 Interest expenses Handling charge and commission expenses Surrenders Net claims paid Net amount provided as insurance contract reserves Expenditure on policy dividends Reinsurance premium Business tax and surtaxes 2,421,468.97 1,271,419.53 Selling expenses 21,222,925.10 20,838,172.33 Administrative expenses 38,410,274.39 41,325,920.87 Financial costs -259,634.93 -6,136,213.61 Asset impairment loss 1,087,300.12 -887,025.98 Add: Profit/loss on fair value changes (“-” means loss) 5,095,350.00 4,512,085.82 Profit/loss on investment (“-” means loss) -1,003,403.59 1,105,031.80 Including: Share of profit in associates and joint ventures Foreign exchange profit (“-” means loss) 3. Operating profit (“-” means loss) 8,601,974.97 6,895,841.40 Add: Non-operating income 1,204,888.70 2,229,112.34 Including: Profit on disposal of non-current assets 283,856.27 634,432.71 Less: Non-operating expense 7,548.59 3,958.89 Including: Loss on disposal of non-current assets 1,087.72 3,958.89 4. Total profit (“-” means loss) 9,799,315.08 9,120,994.85 Less: Corporate income tax 1,860,460.96 -378,618.00 5. Net profit (“-” means loss) 7,938,854.12 9,499,612.85 Of which: net profits realized by combined party before combination -2,224,231.59 Net profit attributable to owners of the Company 6,272,704.45 7,995,185.44 Minority shareholders’ income 1,666,149.67 1,504,427.41 6. After-tax net amount of other composite income -270,466.96 335,660.20 After-tax net amount of other composite income attributable to owners of the -202,850.22 251,745.15 Company 6.1 Other composite income that will not be reclassified into profit and loss 6.1.1 Changes in net liabilities or assets with a defined benefit plan upon re-measurement 6.1.2 Enjoyable share in other comprehensive income in investees that cannot be reclassified into profit and loss under the equity method 6.2 Other composite income that will be reclassified into profit and loss -202,850.22 251,745.15 6.2.1 Enjoyable share in other composite income in investees that will be reclassified into profit and loss under the equity method 6.2.2 Profit and loss on fair value changes of available-for-sale financial assets 6.2.3 Profit and loss on reclassifying held-to-maturity investments into available-for-sale financial assets 19 Report for the First Quarter of 2016 of Tsann Kuen (China) Enterprise Co., Ltd. Item January-March 2016 January-March 2015 6.2.4 Effective hedging profit and loss on cash flow 6.2.5 Foreign-currency financial statement translation difference -202,850.22 251,745.15 6.2.6 Other After-tax net amount of other composite income attributable to minority -67,616.74 83,915.05 shareholders 7. Total composite income 7,668,387.16 9,835,273.05 Attributable to owners of the Company 6,069,854.23 8,246,930.59 Attributable to minority shareholders 1,598,532.93 1,588,342.46 8. Earnings per share 8.1 Basic earnings per share 0.03 0.04 8.2 Diluted earnings per share 0.03 0.04 Where business mergers under the same control occurred in the Reporting Period, net profit achieved by the merged parties before the business mergers was RMB-2,224,231.59, with the corresponding 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 20 Report for the First Quarter of 2016 of Tsann Kuen (China) Enterprise Co., Ltd. 4. Income statement of the Company Unit: RMB Item January-March 2016 January-March 2015 1. Operating revenues 21,271,402.42 41,751,218.62 Less: Operating costs 14,745,029.67 34,658,665.63 Business tax and surtaxes 291,003.83 259,261.49 Selling expenses 2,306,282.89 2,087,654.04 Administrative expenses 3,168,759.81 2,514,621.15 Financial costs -14,206.99 -19,857.02 Asset impairment loss 472,593.00 -981,415.14 Add: profit/loss on fair value changes ( “-” means loss) Profit/loss on investment (“-” means loss) 107,582,142.80 Including: Income from investment on associates and joint ventures 2. Operating profit (“-” means loss) 107,884,083.01 3,232,288.47 Add: Non-operating income 115,892.49 24,799.69 Including: Profit on disposal of non-current assets Less: Non-operating expense Including: Loss on disposal of non-current assets 3. Total profit (“-” means loss) 107,999,975.50 3,257,088.16 Less: Corporate income tax 16,198,205.71 238,153.49 4. Net profit (“-” means loss) 91,801,769.79 3,018,934.67 5. After-tax net amount of other composite income 5.1 Other composite income that will not be reclassified into profit and loss 5.1.1 Changes in net liabilities or assets with a defined benefit plan upon re-measurement 5.1.2 Enjoyable share in other composite income in investees that cannot be reclassified into profit and loss under the equity method 5.2 Other composite income that will be reclassified into profit and loss 5.2.1 Enjoyable share in other composite income in investees that will be reclassified into profit and loss under the equity method 5.2.2 Profit and loss on fair value changes of available-for-sale financial assets 5.2.3 Profit and loss on reclassifying held-to-maturity investments into available-for-sale financial assets 5.2.4 Effective hedging profit and loss on cash flow 5.2.5 Foreign-currency financial statement translation difference 5.2.6 Other 6. Total composite income 91,801,769.79 3,018,934.67 Legal representative: Pan Zhirong Chief of the accounting work: Feng Zhiqing Chief of the accounting organ: Feng Zhiqing 21 Report for the First Quarter of 2016 of Tsann Kuen (China) Enterprise Co., Ltd. 5. Consolidated cash flow statement Unit: RMB Item January-March 2016 January-March 2015 1. Operating cash flow: Cash received from sale of commodities and rendering of 446,984,396.18 456,218,930.18 service Net increase in money deposits from customers and inter-bank placements Net increase in loans from the Central Bank Net increase in funds borrowed from other financial institutions Cash received from premium of original insurance contracts Net cash received from reinsurance business Net increase in deposits of policy holders and investment fund Net increase in disposal of financial assets measured at fair value with fair value changes included in the profit and loss for the Reporting Period Cash received from interest, handling charges and commissions Net increase in loans from banks and other financial institutions Net increase in funds in repurchase business Tax refunds received 60,112,623.06 42,054,356.30 Other operating cash received 15,979,818.57 13,379,113.73 Subtotal of operating cash inflow 523,076,837.81 511,652,400.21 Cash paid for goods and services 433,353,207.67 429,098,615.82 Net increase in loans and advances to customers Net increase in funds deposited in the Central Bank and inter-bank placements Cash for paying claims of original insurance contracts Cash for paying interest, handling charges and commissions Cash for paying policy dividends Cash paid to and for employees 69,738,370.16 69,021,103.17 Taxes and fares paid 7,057,054.50 7,202,670.98 Other cash payment relating to operating activities 34,673,120.61 43,312,677.19 Subtotal of operating cash outflow 544,821,752.94 548,635,067.16 Net operating cash flow -21,744,915.13 -36,982,666.95 2. Investment cash flow: Cash received from retraction of investments -1,011,877.61 7,054,031.80 Cash received from return on investments Net cash received from disposal of fixed assets, intangible 4,916,418.16 1,720,653.22 assets and other long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to investment activities 55,400,000.00 476,499,000.00 Subtotal of investment cash inflow 59,304,540.55 485,273,685.02 Cash paid to acquire fixed assets, intangible assets and 17,423,362.34 18,208,205.43 other long-term assets Cash paid for investment 156,257,966.06 330,000,000.00 22 Report for the First Quarter of 2016 of Tsann Kuen (China) Enterprise Co., Ltd. Item January-March 2016 January-March 2015 Net increase in pledged loans Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investment activities 65,800,000.00 481,271,632.63 Subtotal of investment cash outflow 239,481,328.40 829,479,838.06 Net investment cash flow -180,176,787.85 -344,206,153.04 3. Financing cash flow: Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received as borrowings 2,202,002.00 272,756,272.00 Cash received from issuance of bonds Other financing cash received Subtotal of financing cash inflow 2,202,002.00 272,756,272.00 Repayment of borrowings 61,422,000.00 Cash paid for interest expenses and distribution of 13,824,332.69 312,393.00 dividends or profit Including: dividends or profit paid by subsidiaries to minority shareholders Other cash payments relating to financing activities Sub-total of financing cash outflow 13,824,332.69 61,734,393.00 Net financing cash flow -11,622,330.69 211,021,879.00 4. Effect of foreign exchange rate changes on cash and cash -1,105,956.60 476,241.25 equivalents 5. Net increase in cash and cash equivalents -214,649,990.27 -169,690,699.74 Add: Opening balance of cash and cash equivalents 675,855,933.69 469,965,448.01 6. Closing balance of cash and cash equivalents 461,205,943.42 300,274,748.27 Legal representative: Pan Zhirong Chief of the accounting work: Feng Zhiqing Chief of the accounting organ: Feng Zhiqing 23 Report for the First Quarter of 2016 of Tsann Kuen (China) Enterprise Co., Ltd. 6. Cash flow statement of the Company Unit: RMB Item January-March 2016 January-March 2015 1. Operating cash flow: Cash received from sale of commodities and rendering of service 34,011,853.31 40,970,463.10 Tax refunds received Other operating cash received 12,639,614.14 11,797,781.95 Subtotal of operating cash inflow 46,651,467.45 52,768,245.05 Cash paid for goods and services 28,594,423.79 31,932,105.35 Cash paid to and for employees 4,962,672.42 2,328,732.56 Taxes and fares paid 1,606,283.12 1,916,581.82 Other operating cash payments 97,383,180.93 10,798,107.99 Subtotal of operating cash outflow 132,546,560.26 46,975,527.72 Net operating cash flow -85,895,092.81 5,792,717.33 2. Investment cash flow: Cash received from retraction of investments 65,000,000.00 Cash received from return on investments Net cash received from disposal of fixed assets, intangible assets and other long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to investment activities Subtotal of investment cash inflow 65,000,000.00 0.00 Cash paid to acquire fixed assets, intangible assets and other 13,798.00 119,052.90 long-term assets Cash paid for investment 1,000,000.00 Net cash paid to acquire subsidiaries and other business units Other investment cash payments Subtotal of investment cash outflow 1,013,798.00 119,052.90 Net investment cash flow 63,986,202.00 -119,052.90 3. Financing cash flow: Cash received from capital contributions 41,472,998.07 Cash received as borrowings Cash received from issuance of bonds Other financing cash received Subtotal of financing cash inflow 41,472,998.07 Repayment of borrowings Cash paid for interest expenses and distribution of dividends or profit Other cash payments relating to financing activities Sub-total of financing cash outflow 0.00 0.00 Net financing cash flow 41,472,998.07 0.00 4. Effect of foreign exchange rate changes on cash and cash -71.26 1,563.46 equivalents 5. Net increase in cash and cash equivalents 19,564,036.00 5,675,227.89 Add: Opening balance of cash and cash equivalents 7,750,025.58 3,236,270.65 6. Closing balance of cash and cash equivalents 27,314,061.58 8,911,498.54 Legal representative: Pan Zhirong Chief of the accounting work: Feng Zhiqing Chief of the accounting organ: Feng Zhiqing II Auditor’s report Is this Report audited? □ Yes √ No This Report is not audited. 24
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