闽灿坤Ｂ：2019年年度报告（英文版）.PDF

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1、2019Annual Report of Tsann Kuen (China) Enterprise Co., Ltd.1TSANN KUEN (CHINA) ENTERPRISE CO., LTD.2019ANNUAL REPORTMarch 20202019Annual Report of Tsann Kuen (China) Enterprise Co., Ltd.2Section I. Important Statements, Contents & TermsThe Board of Directors, the Supervisory Committee as well as al

2、l directors, supervisors and seniormanagement staff of Tsann Kuen (China) Enterprise Co., Ltd. (hereinafter referred to as “theCompany”) warrant that this Report is factual, accurate and complete without any false information,misleading statements or material omissions.And they shall be jointly and

3、severally liable for that.All directors attended the board meeting for reviewing this Report.The Companys profit distribution preplan upon review and approval of this board meeting: Basedon the total 185,391,680 shares, a cash dividend of RMB1 (tax included) will be distributed forevery 10 shares he

4、ld by shareholders. No bonus shares will be granted and no capital reserve will beturned into share capital.Pan Zhirong, company principal, and Wu Jianhua, head of the accounting work & the accountingdivision (head of accounting) jointly declare that the financial statements carried in this Report a

5、refactual, accurate and complete.Any forward-looking statement such as those involving the future operational plans in this Reportshall not be considered as virtual promises of the Company to investors. And investors are kindlyreminded to pay attention to possible risks.This Report is prepared in bo

6、th Chinese and English. Should there be any discrepancy between thetwo versions, the Chinese version shall prevail.2019Annual Report of Tsann Kuen (China) Enterprise Co., Ltd.3ContentsSection I. Important Statements, Contents & Terms.2Section II. Company Profile & Financial Highlights.5Section III.

7、Business Highlights.9Section IV. Performance Discussion &Analysis.11Section V. Significant Events.27Section VI. Change in Shares & Shareholders.44Section VII. Preference Shares.48Section VIII. Directors, Supervisors, Senior Management Staff & Employees.48Section IX. Corporate Governance.56Section X.

8、 Corporate Bonds.63Section XI. Financial Report. 63Section XII. DocumentsAvailable for Reference. 642019Annual Report of Tsann Kuen (China) Enterprise Co., Ltd.4TermsTermRefers toContentXiamen Tsann Kuen, MCKB,Company, the Company, TKCRefers toTsann Kuen (China) Enterprise Co., Ltd.Tsann Kuen Zhangz

9、hou, TKLRefers toTsann Kuen (Zhangzhou) Enterprise Co., Ltd.Tsann Kuen Shanghai, TKSRefers toTsann Kuen China (Shanghai) Enterprise Co., Ltd.South Port Electronics, TKNRefers toTsann Kuen (Zhangzhou) South Port Electronics Enterprise Co.,Ltd.STDRefers toShanghai Canxing Trading Co., Ltd.East Sino De

10、velopmentRefers toEast Sino Development LimitedSCIRefers toPt.Star Comgistic IndonesiaOrient Star InvestmentsRefers toOrient Star Investments LimitedTKEIRefers toTsannkuen Edge Intelligence Co., Ltd.SCPDIRefers toPt.Star Comgistic Property Development IndonesiaTKIRefers toTsann Kuen (Zhangzhou) Inve

11、stment Co., Ltd.TKWRefers toXiamen Tsannkuen Property Services Co., Ltd.YuanRefers toRMB YuanMajor Risk WarningSecurities Times, Ta Kung Pao (HK) and are designated by the Company as themedia for information disclosure. All information of the Company shall be subject to what isdisclosed by the Compa

12、ny on the said media. And Investors are kindly reminded to pay attention topossible investment risks.2019Annual Report of Tsann Kuen (China) Enterprise Co., Ltd.5Section II. Company Profile & Financial HighlightsI. Basic information of the CompanyStock nameTKC-BStock code200512Stock exchangeShenzhen

13、 Stock ExchangeCompanynameinChinese厦门灿坤实业股份有限公司Abbr.闽灿坤CompanynameinEnglishTSANNKUEN(CHINA) ENTERPRISE CO. ,LTD.Abbr.TKCLegal representativePan ZhirongRegistered addressNo.88 Xinglong Road, Huli Industrial Park, Xiamen, Fujian Province, P.R. ChinaZip code361006Office addressTSANN KUEN Industrial Par

14、k, Taiwanese Investment Zone, Zhangzhou, FujianProvinceZip code363107Internet Email addressmm_II. Contact usBoard SecretarySecurities RepresentativeNameSun MeimeiDong YuanyuanContact addressTSANN KUEN Industrial Park,Taiwanese Investment Zone, Zhangzhou,Fujian ProvinceTSANN KUEN Industrial Park, Tai

15、waneseInvestment Zone, Zhangzhou, FujianProvinceTel.0596-62681610596-6268103Fax0596-62681040596-6268104E-mail addressmm_yy_III. About information disclosure and where this Report is placedNewspapersdesignatedbytheCompanyforinformationdisclosureSecurities Times (domestic), Ta Kung Pao(HK) (overseas)I

16、nternet website designated by CSRC for disclosing this RWhere this Report is placedTSANN KUEN Industrial Park,Taiwanese Investment Zone, Zhangzhou,Fujian Province2019Annual Report of Tsann Kuen (China) Enterprise Co., Ltd.6IV. Changes in the registered informationCredibility code91350200612002170LCh

17、anges of the main business since listingNo changesChanges of the controlling shareholderNo changesV. Other informationThe CPAs firm hired by the Company:NameRuihua Certified Public Accountants LLPOffice address11/F,WestTowerofChinaOverseasPropertyPlaza,Building7,NO.8,Yongdingmen Xibinhe Road, Dongch

18、eng District, BeijingSigning accountantsZhang Liping and Ren XiaochaoSponsor engaged by the Company to conduct sustained supervision during the reporting periodApplicable InapplicableFinancial consultant engaged by the Company to conduct sustained supervision during the reporting periodApplicable In

19、applicableVI. Accounting and financial highlightsDoes the Company adjust retrospectively or restate accounting data of previous years? Yes NoUnit: RMB YuanItem20192018Increase/decreaseof current yearover last year(%)2017Operating revenue2,001,939,841.941,790,062,803.0811.841,872,746,942.25Netprofita

20、ttributabletoshareholders of the Company105,233,212.0211,831,622.78789.4265,759,896.04NetprofitattributabletoshareholdersoftheCompanybeforeextraordinarygainsandlosses57,267,985.97-968,285.116,014.376,817,000.41Net cash flows from operatingactivities143,620,287.98106,076,060.8235.3997,869,204.63Basic

21、 EPS (RMB Yuan/share)0.570.06850.000.35Diluted EPS (RMB Yuan/share)0.570.06850.000.35Weighted average ROE (%)15.071.8213.2510.46ItemAs at 31 Dec.2019As at 31 Dec.2018Increase/decreaseof currentyear-end thanlast year-end (%)As at 31 Dec.2017Total assets1,956,448,835.981,842,514,750.646.181,781,628,36

22、6.79Netassetsattributabletoshareholders of the Company748,738,791.34648,801,684.3515.40650,497,084.17Total shares of the Company as at closure of the last trading day before the disclosure of this Report:2019Annual Report of Tsann Kuen (China) Enterprise Co., Ltd.7Total shares of the Company as at c

23、losure of the last trading day before thedisclosure of this Report (share)185,391,680Fully diluted EPS based on the latest total shares (RMB Yuan/share)0.57VII. Differences between accounting data under domestic and overseas accounting standards1. Differences of net profit and net assets disclosed i

24、n financial reports prepared under international andChinese accounting standardsApplicable InapplicableNo difference in the Reporting Period.2. Differences of net profit and net assets disclosed in financial reports prepared under overseas andChinese accounting standardsApplicable InapplicableNo dif

25、ference in the Reporting Period.3. Explain reasons for the differences between accounting data under domestic and overseas accountingstandardsApplicable InapplicableVIII. Financial highlights by quarterUnit: RMB YuanItemQ1Q2Q3Q4Operating revenue414,109,550.74515,339,432.64567,950,007.62504,540,850.9

26、4Net profit attributable to shareholders ofthe Company34,325,162.3412,967,405.6134,915,901.1323,024,742.94Net profit attributable to shareholders ofthe Company before extraordinary gainsand losses-3,740,527.9113,604,262.3634,968,587.2212,435,664.30Net cash flows from operating activities12,516,737.6

27、9-8,349,528.2646,236,107.5493,216,971.01Any material difference between the financial indicators above or their summations and those which have beendisclosed in quarterly or semi-annual reports? Yes NoIX. Extraordinary gains and lossesApplicable Inapplicable2019Annual Report of Tsann Kuen (China) En

28、terprise Co., Ltd.8Unit: RMB YuanItem201920182017NoteGain/loss on the disposal of non-current assets(including the offset part of the asset impairmentprovisions)63,688,086.21975,770.8982,171,778.72Tax rebates, reductions or exemptions due toapproval beyond authority or the lack of officialapproval d

29、ocumentsGovernmentgrantsrecognizedinthecurrentperiod, except for those acquired in the ordinarycourse of business or granted at certain quotas oramounts according to the governments unifiedstandards26,259,614.814,903,720.3435,799,249.27Capitaloccupationchargesonnon-financialenterprises that are reco

30、rded into current gains andlossesGains due to that the investment costs for theCompany to obtain subsidiaries, associates andjoint ventures are lower than the enjoyable fairvalue of the identifiable net assets of the investeeswhen making the investmentsGain/loss on non-monetary asset swapGain/loss o

31、n entrusting others with investments orasset managementAsset impairment provisions due to acts of Godsuch as natural disastersGain/loss on debt restructuringExpensesonbusinessreorganization,suchasexpenses on staff arrangements, integration, etc.Gain/loss on the part over the fair value due totransac

32、tions with distinctly unfair pricesCurrentnetgainsandlossesofsubsidiariesacquired in business combination under the samecontrol from period-begin to combination dateGain/loss on contingent events irrelevant to theCompanys normal businessGains and losses on change in fair value fromtradable financial

33、 assets and tradable financialliabilities, as well as investment income fromdisposal of tradable financial assets and tradablefinancial liabilities and financial assets available forsales except for effective hedging related withnormal businesses of the Company19,610,630.5410,464,696.6623,997,400.35

34、Mainly losseson deliveredforward forexcontracts,gains onundeliveredforward forexcontracts andincome frominvestments inwealthmanagementproductsImpairmentprovisionreversalofaccountsreceivable on which the impairment test is carriedout separately2019Annual Report of Tsann Kuen (China) Enterprise Co., L

35、td.9Item201920182017NoteGain/loss on entrustment loansGain/loss on change of the fair value of investingreal estate of which the subsequent measurement iscarried out adopting the fair value methodEffect on current gains/losses when a one-offadjustmentismadetocurrentgains/lossesaccording to requireme

36、nts of taxation, accountingand other relevant laws and regulationsCustody fee income when entrusted with operationNon-operating income and expense other than theabove5,303,835.253,563,106.86-2,584,301.97Other gain and loss items that meet the definition ofan extraordinary gain/lossLess: Income tax e

37、ffects26,185,728.823,099,747.3528,968,380.43Minority interests effects (after tax)40,711,211.944,007,639.5151,472,850.31Total47,965,226.0512,799,907.8958,942,895.63Section III. Business HighlightsI. Main business during thereporting periodDevelopment and manufacture of household appliances, electron

38、ics, light industrial products, modern officesupplies; design and manufacture of molds for those products; Sale of the Companys products in China and toother countries and regions as well as provision of relevant after-sales service; wholesale, retail (only in theCompanys own shops), import & export

39、 and relevant supporting business of household appliances, electronicproducts, electrical equipment, office supplies, kitchen utensils and pre-packaged food as well as provision ofrelevant after-sales service (the aforesaid business scope of the Company does not involve state tradingcommodities; whe

40、re quota permission or a license is required, it shall be obtained according to the regulations ofthe country before operation). No material changes occurred to the business model of the Company in thereporting period.2019Annual Report of Tsann Kuen (China) Enterprise Co., Ltd.10II. Material changes

41、 in main assets1. Material changes in main assetsMain assetsMaterial changeMonetary fundsUp 36.18% from the end of last year, mainly because of higher earnings of subsidiaryTKL and the receipt of a compensation for the relocation of subsidiary TKSs phase IIplant carried out according to the governme

42、nt policyHeld-for-tradingfinancial assetsUp 100% from the end of last year, mainly because of assessed gains on forward forexcontracts in the current periodFinancial assetsmeasured by fair valuewith changes in fairvalue recognised inprofit or lossDown 100% from the end of last year, mainly because o

43、f changes to the accountingpolicies governing financial instruments and the format of financial statementsAssets held for saleDown 100% from the end of last year, mainly because of the completion of disposal inthe relocation of subsidiary TKSs phase II plant carried out according to thegovernment po

44、licyFixed assetsNo material changeConstruction in progressUp 226.19% from the end of last year, mainly because the rebuilt component plant ofsubsidiary SCI had yet to be checked for acceptanceIntangible assetsNo material changeOther non-current assetsDown 71.22% from the end of last year, mainly bec

45、ause of the acceptance of moldand equipment that had been prepaid for2. Main assets overseasApplicable InapplicableUnit: RMB YuanAssetNatureValueLocationOperation statusMeasurestaken toprotectasset safetyEarningsIn theCompanys netassets(%)Anymajorimpairmentrisk ornotSCIInvestment154,791,684.73Indone

46、siaNormalPeriodicreview-15,500,417.1420.67NoTKEIEquityacquisition19,710,448.44TaiwanNormalPeriodicreview-2,817,850.842.63NoOther information: N/AIII. Core competitiveness analysisNo material change occurred to the core competitiveness of the Company during the reporting period.Following the corporat

47、e culture of research and development, the Company has a diversified R&D service systemand provides a well-established customer service and management platform, which are well-received amongmajor brand customers across the globe. Through constant close interaction with customers and innovation in201

48、9Annual Report of Tsann Kuen (China) Enterprise Co., Ltd.11R&D, it caters to customer needs from the development to the manufacturing of differentiated products.Focusing on smart control, the application of IoT, etc. in R&D, the Company supplies smart, quality products withhigh added value to create

49、 new market demand and compete in the industry.Section IV. Performance Discussion &AnalysisI. Business review for the reporting periodIn 2019, American and European countries remained the primary countries we exported our home appliances toamid the China-U.S. trade war, fluctuating exchange rates, r

50、ising comprehensive costs in China, as well as thecomplex and changeable economic environment at home and abroad.And global economic growth remained slow.We carried on with the simplification and transformation strategies. New raw materials, techniques andmanufacturing equipment were brought in, and