閩燦坤Ｂ：報告（英文版）

1、tsann kuen (china) enterprise co., ltd. annual report 2010 (prepared under prc gaap) contents i. company profile.3 ii. summary of financial highlights and business highlights .5 (i). profit realized as of the year 2010 .5 (ii). major accounting data and financial indexes .6 (iii). fully diluted and

2、weighted average equity on return and eps .7 (iv). statement on changes of shareholders equity in the report period .8 iii. changes in share capital and particulars about shareholders .9 (i). changes of shares .9 (ii). introduction about issuing and listing of shares .9 (iii). brief introduction of

3、shareholders .9 (iv). brief introduction about the controlling shareholders of the company .11 (v). description of the actual controller .11 iv. directors, supervisors, senior executives and employees .12 (i). directors, supervisors and senior executives .12 (ii). introduction of employees .16 v. co

4、rporate governance structure .16 (i) corporate governance .16 (ii). performance of independent directors.19 (iii). the company was separated from the controlling shareholder in business, personnel assets, organization and financing. .20 (iv). establishment and perfecting of internal control of the c

5、ompany .21 (v) the performance appraisal and incentive mechanism of senior management.24 vi. brief for shareholders general meeting .24 vii. report of the board of directors .25 (i) operation retrospect of the company in the report period .25 (ii) outlook of the company.33 (iii) development trend of

6、 the industry and outlook of the market .34 (iv) capital expenditure plan .34 1 (v) the main risk factors of development in the fu ture .35 (vi) investment of the company .36 (vii) the routine work of the board of directors .36 viii. report of supervisory committee .43 ix. significant events .44 (i)

7、 significant litigation or arbitration .44 (ii) shareholding of other listed companies .44 (iii) purchase assets, selling assets and combination items .44 (iv) significant purchase or disposal of assets and acquisition or merge during the report period .44 (v) significant related transaction .45 (vi

8、) significant guarantee .46 (vii) derivatives investments 47 (viii)execution of the committed events by the shareholders holding more than 5% of shares of the company.48 (ix) proposal on reengagement of reanda certified public accountants.48 (x) other events.48 (xi) reception of investigation and in

9、terview of the company in the report period49 x. financial report (accompanying) .51 (i) audit report .51 (ii) financial statement .51 xi. document available for reference.51 2 i. important notes the board of directors, supervisory committee, and directors, supervisors as well as senior management s

10、taffs of tsann kuen (china) enterprise co., ltd. (hereinafter referred to as the company) warrant that this report does not contain any false or misleading statements or omit any material facts and hereby accept, individually and collectively, responsibility for the truth, accuracy and completeness

11、of the contents of this report. none of the directors, supervisors and senior management staffs has ever declared that he (she) was uncertain of or had any objection to the truthfulness, accuracy and integrity of the annual report. all directors attended the board sessions, at which the annual repor

12、t 2010 was examined. reanda certified public accountants produced a standard unqualified auditors report for the company. mr. jian derong, chairman of the board, and mr. chen zongyi, accounting manager, jointly guaranteed that the financial statements enclosed in this annual report are true and comp

13、lete. company profile 1. name of the company (chinese): name of the company (english): companys name (abbreviation): 2. legal representative: 3. secretary to the board: contact address: telephone: fax. e-mail: 4. securities affairs representative: contact address: telephone: 廈門燦坤實業(yè)股份有限公司 tsann kuen

14、(china) enterprise co., ltd. tkc jian derong luo qingxing tsann kuen industrial park, longchi development zone, zhangzhou, fujian0596-6268104 sun meimei tsann kuen industrial park, longchi development zone, zhangzhou, fujian3 fax. e-mail: 5. registered address post code o

15、f registered address office address post code of office address website e-mail 6. newspaper for information disclosure website for disclosing the annual report place where the annual report is prepared and placed 7. stock exchange listed with short form of the stock stock codes 8. initial registrati

16、on date and place registration number of business license organization code registration number of taxation certified public accountants engaged by the company auditors office addressmm_ no.88 xinglong road, huli industrial park, xiamen, p.r. china 361006 tsann kuen industrial park, lo

17、ngchi development zone, zhangzhou, fujian 363107 domestic overseas tsann kuen industrial park, longchi development zone, zhangzhou, fujian shenzhen stock exchange min tsann kuen b 200512 on 1 jan. 1988 in xiamen 350200400001420 61200217-0 ntwzi350206612002170 reanda certified public accountants co.,

18、 ltd. rm. 2008, 1st block east, 2000 zhubang, no. 100 balizhuangxili, chaoyang district, beijing, p.r. china 4 1 2 3 4 5 ii. summary of financial highlights and business highlights (i). profit realized as of the year 2010 unit: rmb yuan no.item operating profit total profit net profit attributable t

19、o listed companys shareholders net profit attributable to listed companys shareholders after deducting extraordinary gains and losses net cash flow from operating activities amount 78,143,764.45 91,742,317.25 64,373,615.28 59,082,048.54 226,182,193.87 1. items of extraordinary gains and losses and a

20、mount unit: rmb yuan items net profit add: gains and losses from disposal of non-current assets, including the part that withdrawn reserve for impairment of assets were offset gains and losses from change in fair value of tradable financial assets and tradable financial liabilities and investment in

21、come from disposal of tradable financial assets, tradable financial liabilities and available-for-sale financial assets except for effective hedging business related to normal operation business of the company government subsidy measured into current gains and losses, while closely related with the

22、business of the company, excluding the fixed-amount or fixed-proportion government subsidy enjoyed according to the certain standard other non-operating income and expense beside for the above-mentioned each items subtotal influence on enterprise income tax net profit attributable to minority shareh

23、olders after deducting extraordinary gains and losses net profit attributable to shareholder of parent company after deducting extraordinary gains and losses 5 amount 64,373,615.28 (5,781,044.33) 2,215,787.05 (3,235,460.00) (854,117.26) (7,654,834.54) 949,990.11 1,413,277.69 59,082,048.54 item 1 2 3

24、 4 5 6 7 8 9 2. explanation on difference of net profit under ifrs and prc gaap this financial statement was prepared under prc gaap, which was different from that under ifrs. as at 31 dec. 2010, the net profits attributable to the listed companies shareholders in statutory financial report was rmb6

25、4,373,615.28 as well as the net assets of rmb 461,411,506.21. both net profit and net assets after deducting the shareholders equity should be adjusted, as pursuant to ifrs, as follow: unit: rmb yuan net profit as of the year 2010 net assets as at dec. 31, 2010 net profits attributable to listed sha

26、reholders pursuant to prc gaap companys 64,373,615.28461,411,506.21 adjustment pursuant to ifrs adjustment due to the adoption of swap exchange rates in the calculation of fixed assets acquired before 1994 offset the depreciation this year of the added value of (1,264,821.60) fixed assets of which v

27、alue is estimated to increase in 1993 subtotal 271,686.19 (993,135.41) (1,418,805.66) (1,418,805.66) net profits attributable to shareholders pursuant to ifrs listedcompanies 63,380,479.87459,992,700.55 (ii). major accounting data and financial indexes special case/ year operating income total profi

28、t net profit attributable to listed companys unit rmb yuan rmb yuan rmb yuan 2010 3,334,396,248.73 91,742,317.25 64,373,615.28 2009 2,749,406,200.90 64,556,409.21 52,759,688.10 2008 4,043,631,270.32 57,551,126.04 42,536,200.29 2010 2009 21.28% 42.11% 22.01% shareholders net profit attributable to li

29、stedcompanys shareholders after deductingrmb yuan59,082,048.5438,824,465.7417,596,190.4252.18% extraordinary gains and losses total assets shareholders equity (except minority interests) net cash flow arising from operating activities rmb yuan rmb yuan rmb yuan 1,985,108,875.38 461,411,506.21 226,18

30、2,193.87 2,117,764,266.23 396,565,377.00 304,860,856.66 2,236,370,415.83 343,776,758.97 333,456,414.61 -6.26% 16.35% -25.81% net cash flow per share arisingfrom operatingrmb yuan0.20330.27410.2998-25.83% activities net assets per share attributabletolistedrmb yuan0.41480.35650.309116.35% companys sh

31、areholders 10 net assets per share after adjustment rmb yuan0.40950.35530.308315.25% 6 special case/ yearunit201020092008 2010 2009 11basic earnings per sharermb yuan0.060.050.0420.00% earnings per share after 12deductingextraordinaryrmb yuan0.050.030.0252.15% gains and losses 13return on net assets

32、 diluted weighted 13.95% 15.01% 13.30% 14.25% 12.37% 13.15% 0.65% 0.76% (iii). fully diluted and weighted average equity on return and eps return on equity（%）return on equity（%） profit in the report periodfullyweightedfully weighted average net profit attributable to companys shareholders holding di

33、lutedaveragediluted 13.95%15.01%0.060.06 ordinary share net profit attributable to companys shareholders holding 12.80%13.78%0.050.05 ordinary share after deducting extraordinary gains and losses 7 (iv). statement on changes of shareholders equity in the report period unit: rmb yuan amount this year

34、 shareholders equity attributable to parent company items share capitalcapital reserve less: treasury stock special reserves surplus reserve general risk reserve retained profit i. balance at the end of previous year1,112,350,077.00125,213,990.83(840,347,470.50) plus(i): changes of accounting polici

35、es (ii) correction of accounting errors in prior years other ii. balance at the beginning of this year iii. increase/decrease for year 2010 1,112,350,077.00125,213,990.83 (178,785.91) (840,347,470.50) 64,373,615.28 (i) net profit (ii) other comprehensive gains (205,085.71) 64,373,615.28 subtotal of

36、(i)and (ii)(205,085.71)64,373,615.28 (iii) input by the shareholders and reduced capital 1. capital input by shareholders 2. amount of share payment included in the owners equity 3. other (iv) profit distribution for the year 2009 1. withdrawing surplus reserve 2. withdrawal of general risk reserve

37、3. distribution to shareholders 4. other (v) internal settlement and transfer of shareholders equity 1. transfer of capital reserve to capital 2. transfer of surplus reserve to capital 3. surplus reserve makes up for the loss 4. others (vi) special reserve 1. withdrawing in this year 2. expenditure

38、in this year (vii) others26,299.80 iv. balance at the end of this year1,112,350,077.00125,035,204.92(775,973,855.22) 8 iii. changes in share capital and particulars about shareholders (i). changes of shares unit：share prior to the changeincrease/decrease of this change (+,-)subsequent to this change

39、 quantity proportio issuance of bonus n new share share capitalizatio n of public other reserve subto tal quantity proporti on i. unlisted shares 1. sponsors shares including:state-owned shares shares held by domestic corporations shares held by foreign corporations others 2. shares placed by corpor

40、ations 3. employee shares 4. preference shares or others ii. listed shares1,112,350,077100%1,112,350,077100% 1. rmb ordinary shares 2. domestically listed foreign shares 1,112,350,077100%1,112,350,077100% 3. overseas listed foreign shares 4. others iii. total shares1,112,350,077100%1,112,350,077100%

41、 (ii). introduction about issuing and listing of shares: as approved by china securities regulatory commission with the notice on approval of the unlisted foreign shares of the company for listing and circulating (zjgs zi 2006 no. 266 document), the unlisted foreign shares of the company totaling to

42、 700,476,830 shares (accounting for 62.97% of total share capital) were conversed into tradable b shares on 29 nov. 2006. furthermore, the said shares could be listed for trade in b shares market of shenzhen stock exchange since 29 nov. 2007. hereto, all shares of the company are circulation shares.

43、 for details, please refer to the public notice on listing and circulating of unlisted foreign shares published on securities times, ta kung pao (hk) and http:/ on 27 nov. 2007. (iii). brief introduction of shareholders 1. number of the shareholders: the total number of the companys shareholders by

44、the end of the reporting period was 31,867. 9 100 300 400 500 00 no 2. shares held by the top ten shareholders: no.name of shareholder attribute of shareholder proportion in total share quality of shares held quality of non-tradable shares held quality of shares pledged or frozen fordchee limited de

45、velopment foreign corporation 29.10%323,643,179 2 eupa industry foreign corporation limited corporation fillman investments foreign limited corporation foreign timmerton co inc corporation domestic chen yong quan person natural 13.83% 2.49% 1.30% 0.90% 153,802,306 27,729,575 14,505,644 10,002,383 00

46、 6li yi jun domestic person natural 0.77%8,606,65900 7 shanghai hongkong foreign wanguo securities corporation 0.60%6,725,00200 8 9 chen li juan chen yong qing foreign person foreign person natural natural 0.55% 0.53% 6,076,746 5,889,589 0 0 0 0 10 csc securities(hk)ltd foreign corporation 0.44%4,91

47、5,379 3. shares held by top ten tradable shareholders: name of shareholder 1 fordchee development limited 2 eupa industry corporation limited 3 fillman investments limited 4 timmerton co inc 5 chen yong quan 6 li yi jun 7 shanghai hongkong wanguo securities 8 chen li juan 9 chen yong qing 10 csc sec

48、urities(hk)ltd number of tradable shares held 323,643,179 153,802,306 27,729,575 14,505,644 10,002,383 8,606,659 6,725,002 6,076,746 5,889,589 4,915,379 type of shares b share b share b share b share b share b share b share b share b share b share the top three shareholders are the controlling share

49、holders. tsai shuhui is a spouse ofwu tsann kuen, the actual controller of the company. the explanation on related relationship and action-in-concert among above mentioned shareholders company was not aware that whether there were any related relationships between other shareholders holding tradable

50、 shares and whether or not the other shareholders holding tradable shares belonged to the action-in-concert people specified in the regulations for information disclosure on the change of shares held by the shareholders of the listed companies. 10 (iv). brief introduction about the controlling share

51、holders of the company name of shareholder legal representativedate of establishmentbusiness scope registered capital pledged fordchee development ltdjian derong3 jan. 1990investmenthkd 10,000naught eupa industry corporation ltd jian derong21 jul. 1989investment hkd 100,000 naught fillman investment

52、s ltdjian derong21 jul. 1992investmenthkd 10,000naught (v). description of the actual controller 1. name: wu tsann kuen 2. nationality: taiwan 3. whether he has the right of residence in other countries or territories: nil 4. job occupations and positions over the past five years: promoter of tsann

53、kuen group in china and taiwan. 11 5. the property right and controlling relationship between the company and the actual controller are as follows: tsai shuhu 21.25% tsai yuanzho ng 16.25% wu tsann kuen 28.75% tsai yuan song 16.25% tsai yuan yuan 12.5% other sharehold ers 5% deutsche bank 0.83% inve

54、stment special account of p and independent operation between the board of directors of the company, the supervisory board and internal agency which ensured independence in accounting, assuming responsibility and bearing risks. 16 3. directors and the board of directors the company strictly in accor

55、dance with election procedure of directors in articles of association of the company to elect directors that the number of directors and the structure of the board of directors were in line with requirements of laws and regulations. the board of directors earnestly executed rules of procedure for th

56、e board of directors so as to guaranteed efficient operation and scientific strategic decision. all directors of the company performed their responsibilities honestly, sincerely and assiduously, presented the board of directors, the shareholders general meeting seriously, and participated relevant t

57、rains actively. 4. supervisors and the supervisory board the supervisory board of the company strictly in line with relevant provisions of company law and the articles of association of the company that the number of supervisors and the structure of the supervisory board were in accordance with requ

58、irements of laws and regulations. all supervisors exercised the rules of procedure for the supervisory board, earnestly performed their responsibilities. in light of the responsibility for shareholders, all supervisors conducted inspection and supervision to the legitimacy corporate finance of the c

59、ompany and other significant decisions, legally performed responsibilities to directors of the company and senior management and supervised the implement of resolutions of the board of directors and shareholders general meeting. 5. information disclosure and transparency the company strictly in accordance with requirements of relevant provisions and regulatory documents such as rules for listing shares at shenzhen stock exchange, guidelines on fair information disclosure of listed companies, performed responsibilities of information disclosure of the company truthfully, accurately, timely a