国药集团一致药业股份有限公司 2016 年第一季度报告全文 China National Accord Medicines Corporation Ltd. First Quarterly Report 2016 April 2016 1 国药集团一致药业股份有限公司 2016 年第一季度报告全文 Section I. Important Notes Board of Directors and the Supervisory Committee of China National Accord Medicines Corporation Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives should guarantee the reality, accuracy and completion of the quarterly report, there are no any fictitious statements, misleading statements or important omissions carried in this report, and shall take legal responsibilities, individual and/or joint. All Directors are attended the Board Meeting for Quarterly Report deliberation. Lin Zhaoxiong person in charge of the Company, Wei Pingxiao, person in charger of accounting works and Wang Ying, person in charger of accounting organ (accounting officer) hereby confirm that the Financial Report of this Quarterly Report is authentic, accurate and complete. 2 国药集团一致药业股份有限公司 2016 年第一季度报告全文 Section II. Main financial data and changes of shareholders I. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □ Yes √No Changes of this period over Current Period Same period of last year same period of last year Operating income (RMB) 7,053,846,519.17 6,261,714,700.23 12.65% Net profit attributable to shareholders of 199,027,472.31 197,026,237.82 1.02% the listed company(RMB) Net profit attributable to shareholders of the listed company after deducting 187,445,696.09 192,315,542.07 -2.53% non-recurring gains and losses(RMB) Net cash flow arising from operating -100,461,465.99 182,179,606.70 -155.14% activities(RMB) Basic earnings per share (RMB/Share) 0.549 0.543 1.10% Diluted earnings per share (RMB/Share) 0.549 0.543 1.10% Weighted average ROE 3.58% 4.05% -0.47% Changes of this period-end At the end of the reporting At the end of last year over same period-end of last period year Total assets (RMB) 14,172,328,814.96 13,218,349,735.31 7.22% Net assets attributable to shareholder of 5,652,382,580.33 5,453,393,694.55 3.65% listed company (RMB) Items of non-recurring gains and losses √ Applicable □ Not applicable In RMB Amount from year-begin to Item Note period-end Mainly because the subsidiary Gains/losses from the disposal of non-current asset (including the Guangxi Logistics disposed the 9,117,952.96 write-off that accrued for impairment of assets) house property and obtained compensation for demolition; Governmental subsidy reckoned into current gains/losses (not Mainly due to the various special including the subsidy enjoyed in quota or ration according to 4,043,684.40 grants received in the current national standards, which are closely relevant to enterprise’s period; business) 3 国药集团一致药业股份有限公司 2016 年第一季度报告全文 Mainly because the bad debts of Reversal of impairment reserve for account receivable with receivables withdrawn alone in 953,105.02 separate impairment testing the previous years have been taken back in the current period; Other non-operating income and expenditure except for the 1,110,983.48 aforementioned items Less: impact on income tax 3,514,045.71 Impact on minority shareholders’ equity (post-tax) 129,903.93 Total 11,581,776.22 -- Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, explain reasons □ Applicable √ Not applicable In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss II. Total number of shareholders at the end of this report period and top ten shareholders 1. Total number of common shareholders at the end of this report period and top ten common shareholders In shares Total preference shareholders Total common shareholders with voting rights recovered at 16,413 0 at the end of report period end of reporting period (if applicable) Top ten shareholders Amount of Number of share pledged/frozen Shareholder’s Nature of Proportion of Amount of shares restricted shares name shareholder shares held held State of share Amount held Sinopharm Group State-owned legal 51.00% 184,942,291 74,482,543 Co., Ltd. person National Social Domestic non Security Fund state-owned legal 2.01% 7,298,555 106 combination person Domestic non China Securities state-owned 1.97% 7,132,757 Finance Co., Ltd. Corporation HTHK/CMG FSGUFP-CMG Foreign 1.94% 7,032,720 FIRST STATE Corporation CHINA 4 国药集团一致药业股份有限公司 2016 年第一季度报告全文 GROWTH FD VALUE Foreign PARTNERS 1.42% 5,138,568 Corporation CLASSIC FUND Domestic non CITIC Securities state-owned 1.38% 5,008,637 Co., Ltd. Corporation National Social Domestic non Security Fund state-owned legal 1.32% 4,783,965 116 combination person New China Life Insurance Co., Ltd. – Bonus – Domestic non Individual state-owned 1.16% 4,199,772 bonuses - Corporation -018L-FH002 Shen Central Huijin State-owned 1.05% 3,804,400 Investment Ltd. Corporation China Life Insurance Co., Ltd. – tradition – Domestic non general insurance state-owned 1.03% 3,750,090 products - Corporation 005L-CT001 Shen Top ten shareholders with unrestricted shares held Type of shares Shareholder’s name Amount of unrestricted shares held Type Amount RMB ordinary Sinopharm Group Co., Ltd. 110,459,748 110,459,748 shares National Social Security Fund 106 RMB ordinary 7,298,555 7,298,555 combination shares RMB ordinary China Securities Finance Co., Ltd. 7,132,757 7,132,757 shares Domestically HTHK/CMG FSGUFP-CMG FIRST 7,032,720 listed foreign 7,032,720 STATE CHINA GROWTH FD shares Domestically VALUE PARTNERS CLASSIC 5,138,568 listed foreign 5,138,568 FUND shares 5 国药集团一致药业股份有限公司 2016 年第一季度报告全文 RMB ordinary CITIC Securities Co., Ltd. 5,008,637 5,008,637 shares National Social Security Fund 116 RMB ordinary 4,783,965 4,783,965 combination shares New China Life Insurance Co., Ltd. RMB ordinary – Bonus – Individual bonuses - 4,199,772 4,199,772 shares -018L-FH002 Shen RMB ordinary Central Huijin Investment Ltd. 3,804,400 3,804,400 shares China Life Insurance Co., Ltd. – RMB ordinary tradition – general insurance 3,750,090 3,750,090 shares products - 005L-CT001 Shen Explanation on associated It is unknown that there exists no associated relationship or belongs to the consistent actionist relationship among the aforesaid among the above shareholders regulated by the Management Measure of Information shareholders Disclosure on Change of Shareholding for Listed Companies. Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement dealing in reporting period □ Yes √ No The top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company have no buy-back agreement dealing in reporting period. 2. Total shareholders with preferred stock held at Period-end and shares held by top ten shareholders with preferred stock held □ Applicable √ Not applicable 6 国药集团一致药业股份有限公司 2016 年第一季度报告全文 Section III. Significant Events I. Particulars about material changes in items of main accounting statement and financial index and explanations of reasons √Applicable □Not applicable 1. Divided into assets held for sale: a decrease of 2,456,900 yuan compared with the beginning of the period, with a growth rate of -100.00%, mainly because the underlying assets have been completed in the current transaction; 2. Other current assets: a decrease of 7,106,200 yuan compared with the beginning of the period, with a growth rate of -36.52%, mainly because the value added tax retained has reduced in the current period; 3. Employee pay payable: a decrease of 68,188,800 yuan compared with the beginning of the period, with a growth rate of -41.50%, mainly because employee remuneration withdrawn in the previous year has been issued in the current period; 4. Taxes payable: an increase of 39,752,200 yuan compared with the beginning of the period, with a growth rate of 54.56%, mainly due to the sales growth in current period resulting in an increase of provision for income tax; 5. Non-current liabilities due within one year: an increase of 2,075,200 yuan compared with the beginning of the period, with a growth rate of 38.11%, mainly due to the increase of member points in the current period; 6. Non-operating expenses: a decrease of 151,700 yuan on a year-on-year basis, with a growth rate of -46.84%, mainly because the loss of non-current assets disposed in the current period has reduced on a year-on-year basis; 7. Tax refunds received: an increase of 3,753,300 yuan on a year-on-year basis, with a growth rate of 1,125.52%, mainly because the increase of the amount of exports in the last year has led to an increase of amount of export rebates in the current period; 8. Other cash paid relating to operating activities: a decrease of 24,517,900 yuan on a year-on-year basis, with a growth rate of -30.29%, mainly due to the decrease of cash outflow related to expenses on a year-on-year basis; 9. Net cash flow from operating activities: a decrease of 283 million yuan on a year-on-year basis, with a growth rate of -155.14%, mainly because the cash paid for the purchase of goods and the service payments has increased on a year-on-year basis; 10. Net cash received by disposing fixed assets, intangible assets and other long-term assets: an increase of 2,126,900 yuan on a year-on-year basis, with a growth rate of 9,524.51%, mainly due to an increase of fixed assets income disposed in the current period on a year-on-year basis; 11. Sub-total of cash inflows from investing activities: an increase of 2,126,900 yuan on a year-on-year basis, with a growth rate of 9,524.51%, mainly due to an increase of fixed asset income disposed in the current period on a year-on-year basis; 12. Cash paid for the purchase and construction of fixed assets, intangible assets and other long-term assets: a decrease of 17,563,300 yuan, with a growth rate of -35.57%, mainly due to a decrease in expenditures for acquisition of fixed assets in the current period on a year-on-year basis; 13. Other cash paid relating to investing activities: an increase of 26,502,400 yuan on a year-on-year basis, with a growth rate of 10,516.81%, mainly because the earnest money for transferring the stock rights of subsidiaries has been returned in the current period; 14. Cash received by absorbing investments: a decrease of 1.47 million yuan on a year-on-year basis, with a growth rate of -100.00%, mainly because there were investment funds paid to minority shareholders of subsidiaries at the same period of last year but there is no such business in the current period; 15. Cash received from debts: an increase of 46,309,900 yuan on a year-on-year basis, mainly due to an increase in bank loans in the current period on a year-on-year basis; 7 国药集团一致药业股份有限公司 2016 年第一季度报告全文 16. Other cash received relating to financing activities: an increase of 112 million yuan on a year-on-year basis, mainly because the supply chain financing funds received in the current period have increased on a year-on-year basis; 17. Sub-total of cash inflows from financing activities: an increase of 157 million yuan on a year-on-year basis, with a growth rate of 10,671.16%, mainly because the supply chain financing funds received in the current period have increased on a year-on-year basis; 18. Other cash paid relating to financing activities: a decrease of 27,930,600 yuan on a year-on-year basis, with a growth rate of -96.27%, mainly because the supply chain financing funds received in the current period have decreased on a year-on-year basis; 19. Net cash flow from financing activities: an increase of 175 million yuan on a year-on-year basis, with a growth rate of 149.72%, mainly because the supply chain financing funds received in the current period have increased on a year-on-year basis; 20. Effects of exchange rate changes on cash and cash equivalents: a decrease of 9,250.41 yuan on a year-on-year basis, with a growth rate of -100.00%, mainly due to a decrease in foreign currency holdings on a year-on-year basis. 21. Net increase in cash and cash equivalents: a decrease of 115 million yuan on a year-on-year basis, with a growth rate of -721.18%, mainly because the net cash flow from operating activities has decreased by 283 million yuan on a year-on-year basis. II. Analysis and explanation of significant events and their influence and solutions √Applicable □Not applicable The company held the 13th meeting of the seventh board of directors on March 9, 2016 which reviewed and approved the "Proposal on the company’s asset sale, issue of shares and cash purchase of assets and the raise of matching funds and the program of related transaction", "Proposal on the asset sale, issue of shares and cash purchase of assets and the raise of matching funds and the related transaction plan of China National Accord Medicines Corporation Ltd." and other related proposals, and released the announcement about "Asset sale, issue of shares and cash purchase of assets and the raise of matching funds and the related transaction plan of China National Accord Medicines Corporation Ltd." on the designated information disclosure media on March 10, 2016. On March 17, 2016, the company received the "Inquiry letter about the restructuring of China National Accord Medicines Corporation Ltd." (XKLCZWXH No. [2016] 22) issued by Shenzhen Stock Exchange. The company has replied the questions involved in the inquiry letter and revised the relevant documents of this major asset restructuring plan, please see the relevant replies and revision of relevant documents on “Revision announcement about the asset sale, issue of shares and cash purchase of assets and the raise of matching funds and the related transaction plan of China National Accord Medicines Corporation Ltd.”, and “Asset sale, issue of shares and cash purchase of assets and the raise of matching funds and the related transaction plan of China National Accord Medicines Corporation Ltd.” released on the designated information disclosure media on March 25, 2016. Since the disclosure of this major asset restructuring plan, the company, transaction parties and engaged intermediaries are actively promoting the audit, evaluation, and due diligence and other work related to the restructuring, after the completion of above-mentioned work, the company shall establish the reports and other documents related to this major asset restructuring, and reconvene the board meeting to consider the relevant matters involving in this major asset restructuring. Interim report disclosure website query Overview of important matters Date of disclosure index "Proposal on the asset sale, issue of shares and cash purchase of assets and the raise of Juchao Website matching funds and the related transaction 2016-03-10 (http://www.cninfo.com.cn) plan of China National Accord Medicines Corporation Ltd." etc. 8 国药集团一致药业股份有限公司 2016 年第一季度报告全文 “Revision announcement about the asset sale, issue of shares and cash purchase of assets and the raise of matching funds and the related transaction plan of China National Accord Medicines Corporation Juchao Website 2016-03-25 Ltd.”, and revised “Asset sale, issue of (http://www.cninfo.com.cn) shares and cash purchase of assets and the raise of matching funds and the related transaction plan of China National Accord Medicines Corporation Ltd.” III. Commitments from the Company or shareholders (with over 5% shares held) in or occurred in the previous period but continued to reporting period √Applicable □Not applicable Type of Commitment Commitment Implementatio Commitments Promise commitment Content of commitments date term n s Commitments for Share Merger Reform As a large pharmaceutical commercial enterprise whose business involves pharmaceutical wholesale and retail, Sinopharm Holding may overlap with the Company in geographical segmentation during its future business development. To avoid the potential peer competition brought by such geographical Commitments in Commitmen overlap, Sinopharm Holding Normally report of Sinopharm Long-term t of undertakes that, upon the transfer 2005-06-21 implement acquisition or equity Holding effective shareholders of shares of Sinopharm Holding change Guangzhou it held to Accord Pharma, “1. it will not newly-establish or broaden within Guangdong any business operation that actually compete with that of Accord Pharma, or set up any new subsidiaries or subordinate enterprises who engage in such business. 2. It will enter into business delineation 9 国药集团一致药业股份有限公司 2016 年第一季度报告全文 with Accord Pharma and Sinopharm Holding Guangzhou, thereby giving the three parties clear geographical areas to carry out pharmaceutical wholesale and retail businesses, so as to avoid potential peer competition. Apart from above, Sinopharm Holding will no longer newly-establish any enterprise that may compete with Accord Pharma in the production and R&D of pharmaceutical products.” Commitments in assets reorganization Sinopharm Holding has undertaken in the Letter of Undertaking from Sinopharm Group Co. Ltd. on Avoiding Peer Competition that, “I. the Company and the enterprises it wholly-owns, controls or has de facto control over (excluding Controlling Sinopharm Accord and its shareholder controlled enterprises, similarly is implement hereinafter) do not exist any in real business or operation that would earnest, constitute substantive peer Sinopharm Commitments make Commitmen competition with Sinopharm Accord will in initial public Sinopharm Long-term t of Accord and its controlled 2013-09-05 actively urged offering or Holding effective shareholders enterprises. II. the Company and the re-financing the enterprises it wholly-owns, controlling controls or has de facto control shareholder over will not engage in, and actual participate in or carry out in controller to Guangdong and Guangxi any fulfill business or activities that would commitments constitute substantive competition with the pharmaceutical commercial businesses of Sinopharm Accord. III. The Company and the enterprises it wholly-owns, controls or has de facto control over will not engage 10 国药集团一致药业股份有限公司 2016 年第一季度报告全文 in, participate in or carry out any business or activities that would constitute substantive competition with the pharmaceutical industrial businesses of Sinopharm Accord. IV. The Company will not make use of its control over Sinopharm Accord to damage the legal interests of Sinopharm Accord and other shareholders (especially minority shareholders). The Letter of Undertaking takes effect since the date of issue and will remain effective during the entire period when the Company has been the controlling shareholder or connected party of Sinopharm Accord. During the validity of the Undertaking, the Company will indemnify in time Sinopharm Accord from any loss which may arise out of the Company’s violation of the Undertaking.” Sinopharm Holding has undertaken in the Letter of Undertaking from Sinopharm Group Co. Ltd. on Controlling Standardization of the Connected shareholder Transactions with China National is implement Accord Medicines Corporation in real Ltd. that, “I. during the period earnest, when the Company takes control Sinopharm Commitmen over Sinopharm Accord, the Accord will Sinopharm Long-term t of Company and the companies or 2013-09-05 actively urged Holding effective shareholders enterprises it directly or indirectly the controls (hereinafter referred to as controlling “Connected Party”) will strictly shareholder standardize the connected and actual transactions with Sinopharm controller to Accord and its controlled fulfill enterprises. II. for those commitments connected transactions beyond avoidance or out of reasonable causes, the Company and 11 国药集团一致药业股份有限公司 2016 年第一季度报告全文 Connected Party will enter into standardized connected transaction agreement with Sinopharm Accord according to law. Sinopharm Accord will perform approval procedure according to relevant laws, rules and regulations, other standardization documents and its constitutional documents, and fulfill its obligation to disclose information on connected transactions. III. For those connected transactions beyond avoidance or out of reasonable causes, the Company and Connected Party will determine the prices of connected transactions based on the prices of same or similar transactions entered into by independent third parties of no connection while following the principles of open, fair and just to ensure the fairness. IV. when the board or shareholders’ meeting of Sinopharm Accord votes on the relevant connected transactions involving the Company and other enterprises it controls, the Company will perform obligations including that necessary interested directors and shareholders shall be abstained from voting according to relevant regulations, and follow the legal procedures for approval of connected transactions and fulfill its information disclosure obligation. V. the Company guarantees to attend shareholders’ meeting according to the constitutional documents of Sinopharm Accord, exercise its 12 国药集团一致药业股份有限公司 2016 年第一季度报告全文 corresponding rights and assumed its corresponding obligations in an equitable manner, not to take advantage of its standing as controlling shareholder to seek unjust interests, or to use connected transactions to illegally transfer capital or profit out of Sinopharm Accord, or to prejudice the legal interests of Sinopharm Accord and other shareholders (especially minority shareholders). VI. The Letter of Undertaking takes effect since the date of issue and will remain effective during the entire period when the Company has been the controlling shareholder or connected party of Sinopharm Accord. During the validity of the Undertaking, the Company will indemnify in time Sinopharm Accord from any loss that may arise out of the Company’s violation of the Undertaking.” ”Sinopharm Group has undertaken in the Letter of Undertaking from China National Controlling Pharmaceutical Group shareholder Corporation on Avoiding the Peer is implement Competition with China National in real Accord Medicines Corporation earnest, Ltd. that, “I. in the coming five Sinopharm Commitmen years, Sinopharm Group intends Accord will Sinopharm Long-term t of actual to take appropriate measures 2013-10-16 actively urged Group effective controller including replacement or the acquisition of assets or equity controlling reorganization to solve the shareholder problem of peer competition and actual between Weiqida and Sinopharm controller to Accord. II. apart from the fulfill matters disclosed in the past and commitments in the Letter of Undertaking, the Company and the enterprises it 13 国药集团一致药业股份有限公司 2016 年第一季度报告全文 wholly-owns, controls or has de facto control over (excluding Sinopharm Accord and its controlled enterprises, similarly hereinafter) do not directly engage in, participate in or carry out within the PRC any business or activities that would constitute substantive competition with the production and operation of Sinopharm Accord. The relative undertakings in respect of avoiding peer competition given by the Company in the past remain valid. III. The Company will not take advantage of its control over Sinopharm Accord to damage the legal interests of Sinopharm Accord and other shareholders (especially minority shareholders). IV. The Letter of Undertaking takes effect since the date of issue and will remain effective during the entire period when the Company has been the de facto controller or connected party of Sinopharm Accord.” Sinopharm Group has undertaken in the Letter of Undertaking from Controlling China National Pharmaceutical shareholder Group Corporation on is implement Standardization of the Connected in real Transactions with China National earnest, Accord Medicines Corporation Sinopharm Commitmen Ltd that, “I. during the period Accord will Sinopharm Long-term t of actual when the Company takes control 2013-09-22 actively urged Group effective controller over Sinopharm Accord, the the Company and the companies or controlling enterprises it directly or indirectly shareholder controls (hereinafter referred to as and actual “Connected Party”) will strictly controller to standardize the connected fulfill transactions with Sinopharm commitments Accord and its controlled 14 国药集团一致药业股份有限公司 2016 年第一季度报告全文 enterprises. II. for those connected transactions beyond avoidance or out of reasonable causes, the Company and Connected Party will enter into standardized connected transaction agreement with Sinopharm Accord according to law. Sinopharm Accord will perform approval procedure according to relevant laws, rules and regulations, other standardization documents and its constitutional documents, and fulfill its obligation to disclose information on connected transactions. III. For those connected transactions beyond avoidance or out of reasonable causes, the Company and Connected Party will determine the prices of connected transactions based on the prices of same or similar transactions entered into by independent third parties of no connection while following the principles of open, fair and just to ensure the fairness. IV. when the board or shareholders’ meeting of Sinopharm Accord votes on the relevant connected transactions involving the Company and other enterprises it controls, the Company will perform obligations including that necessary interested directors and shareholders shall be abstained from voting according to relevant regulations, and follow the legal procedures for approval of connected transactions and fulfill its information disclosure obligation. V. the Company 15 国药集团一致药业股份有限公司 2016 年第一季度报告全文 guarantees not to take advantage of its standing as actual controller to seek unjust interests, or to use connected transactions to illegally transfer capital or profit out of Sinopharm Accord, or to prejudice the legal interests of Sinopharm Accord and other shareholders (especially minority shareholders).”VI. The Letter of Undertaking takes effect since the date of issue and will remain effective during the entire period when the Company has been the actual controller or connected party of Sinopharm Accord. Equity incentive commitment Other commitments for medium and small shareholders Completed on time Yes or not IV. Predict of the business performance from January to June 2016 Warnings and reasons of the predict that the cumulative net profit from the begin of the year to the end of next report period may be loss or have great changes comparing with the same period of last year □Applicable √Not applicable V. Securities Investment □ Applicable √ Not applicable No security investment in the Period. VI. Derivative investment □ Applicable √ Not applicable No derivative investment in the Period. VII. Registration form for receiving research, communication and interview in the report period √Applicable □ Not applicable Date Method Type of investors Basic situation index of investigation Research situation see “Investor relations 2016-01-13 Field research Institute activity record on 13 January 2016” that the Company uploaded to Shenzhen 16 国药集团一致药业股份有限公司 2016 年第一季度报告全文 stock exchange interactions (http://irm.cninfo.com.cn/ssessgs/S0000 28/index.html) VIII. Guarantee outside against the regulation □Applicable √Not applicable The Company had no guarantee outside against the regulation in the period. IX. Non-operational fund occupation from controlling shareholders and its related party □ Applicable √ Not applicable The Company had no non-operational fund occupation form controlling shareholders and its related party in the period. 17 国药集团一致药业股份有限公司 2016 年第一季度报告全文 Section IV. Financial Statement I. Financial statement 1. Consolidate balance sheet Prepared by China National Accord Medicines Corporation Ltd. 2016-03-31 In RMB Item Balance at period-end Balance at period-begin Current assets: Monetary funds 1,476,829,805.83 1,570,706,970.51 Settlement provisions Capital lent Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial assets Notes receivable 827,173,710.53 820,125,807.67 Accounts receivable 7,516,654,933.29 6,153,830,882.75 Accounts paid in advance 59,788,518.91 72,041,261.84 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 46,197,363.97 38,175,884.46 Purchase restituted finance asset Inventories 2,241,114,541.67 2,533,160,758.28 Divided into assets held for sale 2,456,876.83 Non-current asset due within one year Other current assets 12,350,715.19 19,456,915.58 Total current assets 12,180,109,589.39 11,209,955,357.92 Non-current assets: 18 国药集团一致药业股份有限公司 2016 年第一季度报告全文 Loans and payments on behalf Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 190,892,496.96 180,831,714.55 Investment property 142,669,542.33 145,102,318.77 Fixed assets 1,098,019,776.18 1,079,412,437.53 Construction in progress 142,266,655.14 176,096,786.58 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 136,860,507.21 137,720,156.55 Expense on Research and 5,619,315.47 5,619,315.47 Development Goodwill 79,378,833.15 79,378,833.15 Long-term expenses to be 38,791,881.83 40,464,563.93 apportioned Deferred income tax asset 84,499,424.29 88,210,062.44 Other non-current asset 73,220,793.01 75,558,188.42 Total non-current asset 1,992,219,225.57 2,008,394,377.39 Total assets 14,172,328,814.96 13,218,349,735.31 Current liabilities: Short-term loans 1,327,167,887.16 1,212,959,267.74 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes payable 1,159,255,532.51 1,301,594,416.81 Accounts payable 4,744,168,373.49 4,036,910,159.14 Accounts received in advance 53,354,398.79 56,943,167.40 Selling financial asset of repurchase Commission charge and 19 国药集团一致药业股份有限公司 2016 年第一季度报告全文 commission payable Wage payable 96,127,182.14 164,315,934.17 Taxes payable 112,615,669.79 72,863,480.20 Interest payable 6,111,460.23 6,544,067.19 Dividend payable Other accounts payable 576,015,459.88 468,450,153.85 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Divided into liability held for sale Non-current liabilities due within 1 7,520,033.19 5,444,858.84 year Other current liabilities Total current liabilities 8,082,335,997.18 7,326,025,505.34 Non-current liabilities: Long-term loans 72,495,172.30 72,495,172.30 Bonds payable Including: preferred stock Perpetual capital securities Long-term account payable 9,327,331.42 8,394,559.05 Long-term wages payable 2,549,520.00 2,499,100.00 Special accounts payable 1,287,000.00 1,287,000.00 Accrual liabilities Deferred income 164,314,411.13 173,099,023.98 Deferred income tax liabilities 23,119,723.98 22,647,074.06 Other non-current liabilities 45,427,343.31 45,427,343.31 Total non-current liabilities 318,520,502.14 325,849,272.70 Total liabilities 8,400,856,499.32 7,651,874,778.04 Owner’s equity: Share capital 362,631,943.00 362,631,943.00 Other equity instrument Including: preferred stock Perpetual capital securities 20 国药集团一致药业股份有限公司 2016 年第一季度报告全文 Capital public reserve 1,863,894,533.34 1,863,894,533.34 Less: Inventory shares Other comprehensive income Reasonable reserve Surplus public reserve 181,315,971.50 181,315,971.50 Provision of general risk Retained profit 3,244,540,132.49 3,045,551,246.71 Total owner’s equity attributable to 5,652,382,580.33 5,453,393,694.55 parent company Minority interests 119,089,735.31 113,081,262.72 Total owner’s equity 5,771,472,315.64 5,566,474,957.27 Total liabilities and owner’s equity 14,172,328,814.96 13,218,349,735.31 Legal Representative: Lin Zhaoxiong Person in charge of accounting works: Wei Pingxiao Person in charge of accounting institute: Wang Ying 2. Balance Sheet of Parent Company In RMB Item Closing balance Opening balance Current assets: Monetary funds 435,571,746.30 429,437,078.35 Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes receivable 6,797,635.32 43,896,287.87 Accounts receivable 606,415,383.70 381,093,808.53 Account paid in advance 1,789,968.89 5,452,046.55 Interest receivable 1,967,461.71 2,053,659.27 Dividends receivable Other receivables 1,623,382,771.08 1,613,862,656.17 Inventories 163,105,942.26 182,659,794.51 Divided into assets held for sale Non-current assets maturing within one year Other current assets 39,482.38 39,482.38 Total current assets 2,839,070,391.64 2,658,494,813.63 21 国药集团一致药业股份有限公司 2016 年第一季度报告全文 Non-current assets: Available-for-sale financial assets Held-to-maturity investments Long-term receivables Long-term equity investments 2,805,291,991.34 2,795,231,208.93 Investment property 4,177,792.46 4,379,786.84 Fixed assets 421,747,206.06 391,937,393.50 Construction in progress 98,147,535.71 129,851,067.29 Project materials Disposal of fixed assets Productive biological assets Oil and natural gas assets Intangible assets 35,507,533.83 35,678,610.77 Research and development costs Goodwill Long-term deferred expenses 7,083,730.42 7,417,691.74 Deferred income tax assets 2,906,189.80 2,906,189.80 Other non-current assets 35,700,861.50 34,856,698.50 Total non-current assets 3,410,562,841.12 3,402,258,647.37 Total assets 6,249,633,232.76 6,060,753,461.00 Current liabilities: Short-term borrowings 190,000,000.00 106,000,000.00 Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes payable 171,340,931.37 285,394,838.22 Accounts payable 440,401,314.96 292,794,309.39 Accounts received in advance 5,361,477.29 5,841,769.74 Wage payable 15,529,796.84 22,441,125.24 Taxes payable 8,441,746.68 10,770,924.28 Interest payable 352,433.94 354,492.17 Dividend payable Other accounts payable 737,363,557.74 680,741,770.79 22 国药集团一致药业股份有限公司 2016 年第一季度报告全文 Divided into liability held for sale Non-current liabilities due within 1 year Other current liabilities Total current liabilities 1,568,791,258.82 1,404,339,229.83 Non-current liabilities: Long-term loans 72,495,172.30 72,495,172.30 Bonds payable Including: preferred stock Perpetual capital securities Long-term account payable Long-term wages payable 72,000.00 72,000.00 Special accounts payable 800,000.00 800,000.00 Projected liabilities Deferred income 4,949,999.98 5,074,999.99 Deferred income tax liabilities 3,773,319.00 3,773,319.00 Other non-current liabilities Total non-current liabilities 82,090,491.28 82,215,491.29 Total liabilities 1,650,881,750.10 1,486,554,721.12 Owners’ equity: Share capita 362,631,943.00 362,631,943.00 Other equity instrument Including: preferred stock Perpetual capital securities Capital public reserve 1,869,692,921.70 1,869,692,921.70 Less: Inventory shares Other comprehensive income Reasonable reserve Surplus reserve 181,315,971.50 181,315,971.50 Retained profit 2,185,110,646.46 2,160,557,903.68 Total owner’s equity 4,598,751,482.66 4,574,198,739.88 Total liabilities and owner’s equity 6,249,633,232.76 6,060,753,461.00 23 国药集团一致药业股份有限公司 2016 年第一季度报告全文 3. Consolidated Profit Statement In RMB Item Current Period Last Period I. Total operating income 7,053,846,519.17 6,261,714,700.23 Including: Operating income 7,053,846,519.17 6,261,714,700.23 Interest income Insurance gained Commission charge and commission income II. Total operating cost 6,808,388,675.34 6,022,798,273.95 Including: Operating cost 6,519,978,864.87 5,727,401,760.21 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 14,380,933.14 13,110,911.30 Sales expenses 145,882,059.43 149,553,656.91 Administration expenses 103,771,187.01 101,713,713.18 Financial expenses 21,233,905.22 27,144,103.26 Losses of devaluation of asset 3,141,725.67 3,874,129.09 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed 10,060,782.41 12,709,847.11 with “-”) Including: Investment income on 10,060,782.41 12,709,847.11 affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with 255,518,626.24 251,626,273.39 “-”) 24 国药集团一致药业股份有限公司 2016 年第一季度报告全文 Add: Non-operating income 6,777,356.51 5,960,690.37 Including: Disposal gains of 1,484,859.51 2,827.43 non-current asset Less: Non-operating expense 172,206.34 323,927.54 Including: Disposal loss of 34,377.22 121,498.58 non-current asset IV. Total Profit (Loss is listed with “-”) 262,123,776.41 257,263,036.22 Less: Income tax expense 57,126,418.04 55,141,543.92 V. Net profit (Net loss is listed with “-”) 204,997,358.37 202,121,492.30 Net profit attributable to owner’s of 199,027,472.31 197,026,237.82 parent company Minority shareholders’ gains and 5,969,886.06 5,095,254.48 losses VI. Net after-tax of other comprehensive income Net after-tax of other comprehensive income attributable to owners of parent company (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss (II) Other comprehensive income items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 25 国药集团一致药业股份有限公司 2016 年第一季度报告全文 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency financial statements 6. Other Net after-tax of other comprehensive income attributable to minority shareholders VII. Total comprehensive income 204,997,358.37 202,121,492.30 Total comprehensive income 199,027,472.31 197,026,237.82 attributable to owners of parent Company Total comprehensive income 5,969,886.06 5,095,254.48 attributable to minority shareholders VIII. Earnings per share: (i) Basic earnings per share 0.549 0.543 (ii) Diluted earnings per share 0.549 0.543 Legal Representative: Lin Zhaoxiong Person in charge of accounting works: Wei Pingxiao Person in charge of accounting institute: Wang Ying 4. Profit Statement of Parent Company In RMB Item Current Period Last Period I. Operating income 749,904,714.81 682,110,778.60 Less: Operating cost 722,509,130.22 651,556,733.03 Operating tax and extras 1,619,254.47 1,291,426.07 Sales expenses 10,022,247.07 11,197,849.92 Administration expenses 11,851,048.63 10,188,227.73 Financial expenses -15,476,187.80 -15,344,108.10 Losses of devaluation of asset 181,694.80 142,228.63 Add: Changing income of fair value(Loss is listed with “-”) 26 国药集团一致药业股份有限公司 2016 年第一季度报告全文 Investment income (Loss is 10,060,782.41 12,709,847.11 listed with “-”) Including: Investment income 10,060,782.41 12,709,847.11 on affiliated company and joint venture II. Operating profit (Loss is listed 29,258,309.83 35,788,268.43 with “-”) Add: Non-operating income 125,086.40 2.62 Including: Disposal gains of non-current asset Less: Non-operating expense 0.01 Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with 29,383,396.23 35,788,271.04 “-”) Less: Income tax expense 4,830,653.45 5,769,605.99 IV. Net profit (Net loss is listed with 24,552,742.78 30,018,665.05 “-”) V. Net after-tax of other comprehensive income (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss (II) Other comprehensive income items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of 27 国药集团一致药业股份有限公司 2016 年第一季度报告全文 available-for-sale financial assets 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency financial statements 6. Other VI. Total comprehensive income 24,552,742.78 30,018,665.05 VII. Earnings per share: (i) Basic earnings per share (ii) Diluted earnings per share 5. Consolidated Cash Flow Statement In RMB Item Current Period Last Period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 6,388,288,249.42 6,225,835,431.92 services Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Net increase of insured savings and investment Net increase of amount from disposal financial assets that measured 28 国药集团一致药业股份有限公司 2016 年第一季度报告全文 by fair value and with variation reckoned into current gains/losses Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax received 4,086,750.89 333,471.38 Other cash received concerning 23,407,284.10 29,217,661.76 operating activities Subtotal of cash inflow arising from 6,415,782,284.41 6,255,386,565.06 operating activities Cash paid for purchasing commodities and receiving labor 6,089,255,619.56 5,644,089,272.34 service Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and workers 230,667,038.12 215,442,209.33 Taxes paid 139,883,077.94 132,719,577.58 Other cash paid concerning 56,438,014.78 80,955,899.11 operating activities Subtotal of cash outflow arising from 6,516,243,750.40 6,073,206,958.36 operating activities Net cash flows arising from operating -100,461,465.99 182,179,606.70 activities II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income 29 国药集团一致药业股份有限公司 2016 年第一季度报告全文 Net cash received from disposal of fixed, intangible and other long-term 2,149,217.61 22,330.68 assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing 2,149,217.61 22,330.68 activities Cash paid for purchasing fixed, 31,818,451.80 49,381,727.56 intangible and other long-term assets Cash paid for investment Net increase of mortgaged loans Net cash received from subsidiaries and other units obtained Other cash paid concerning 26,754,358.77 252,000.00 investing activities Subtotal of cash outflow from investing 58,572,810.57 49,633,727.56 activities Net cash flows arising from investing -56,423,592.96 -49,611,396.88 activities III. Cash flows arising from financing activities Cash received from absorbing 1,470,000.00 investment Including: Cash received from absorbing minority shareholders’ 1,470,000.00 investment by subsidiaries Cash received from loans 46,309,896.11 Cash received from issuing bonds Other cash received concerning 112,026,204.05 financing activities Subtotal of cash inflow from financing 158,336,100.16 1,470,000.00 activities Cash paid for settling debts 80,100,000.00 63,839,764.78 Cash paid for dividend and profit 19,157,310.80 25,275,601.52 distributing or interest paying Including: Dividend and profit of 30 国药集团一致药业股份有限公司 2016 年第一季度报告全文 minority shareholder paid by subsidiaries Other cash paid concerning 1,082,001.86 29,012,559.76 financing activities Subtotal of cash outflow from 100,339,312.66 118,127,926.06 financing activities Net cash flows arising from financing 57,996,787.50 -116,657,926.06 activities IV. Influence on cash and cash equivalents due to fluctuation in 9,250.41 exchange rate V. Net increase of cash and cash -98,888,271.45 15,919,534.17 equivalents Add: Balance of cash and cash 1,569,226,304.36 854,212,006.84 equivalents at the period -begin VI. Balance of cash and cash 1,470,338,032.91 870,131,541.01 equivalents at the period -end 6. Cash Flow Statement of Parent Company In RMB Item Current Period Last Period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 649,815,583.17 711,445,698.87 services Write-back of tax received Other cash received concerning 7,378,429.80 3,324,178.44 operating activities Subtotal of cash inflow arising from 657,194,012.97 714,769,877.31 operating activities Cash paid for purchasing commodities and receiving labor 660,517,729.80 697,915,966.60 service Cash paid to/for staff and workers 21,139,613.30 18,182,948.12 Taxes paid 12,632,832.46 6,338,325.38 Other cash paid concerning 3,957,308.12 8,502,230.29 operating activities 31 国药集团一致药业股份有限公司 2016 年第一季度报告全文 Subtotal of cash outflow arising from 698,247,483.68 730,939,470.39 operating activities Net cash flows arising from operating -41,053,470.71 -16,169,593.08 activities II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment 17,461,541.74 15,334,120.54 income Net cash received from disposal of fixed, intangible and other long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning 524,540,000.00 735,380,315.47 investing activities Subtotal of cash inflow from investing 542,001,541.74 750,714,436.01 activities Cash paid for purchasing fixed, 16,955,491.97 43,164,474.15 intangible and other long-term assets Cash paid for investment Net cash received from subsidiaries and other units Other cash paid concerning 551,283,252.00 765,721,572.00 investing activities Subtotal of cash outflow from investing 568,238,743.97 808,886,046.15 activities Net cash flows arising from investing -26,237,202.23 -58,171,610.14 activities III. Cash flows arising from financing activities Cash received from absorbing investment Cash received from loans 80,100,000.00 57,656,125.85 Cash received from issuing bonds Other cash received concerning 1,356,395,860.16 financing activities 32 国药集团一致药业股份有限公司 2016 年第一季度报告全文 Subtotal of cash inflow from financing 1,436,495,860.16 57,656,125.85 activities Cash paid for settling debts 80,100,000.00 10,000,000.00 Cash paid for dividend and profit 2,805,513.22 4,011,288.08 distributing or interest paying Other cash paid concerning 1,280,165,006.05 2,000,160.00 financing activities Subtotal of cash outflow from 1,363,070,519.27 16,011,448.08 financing activities Net cash flows arising from financing 73,425,340.89 41,644,677.77 activities IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash 6,134,667.95 -32,696,525.45 equivalents Add: Balance of cash and cash 429,437,078.35 257,173,314.81 equivalents at the period -begin VI. Balance of cash and cash 435,571,746.30 224,476,789.36 equivalents at the period -end II. Audit report Whether the first quarterly report had been audited or not □ Yes √ No The first quarterly report of the Company had not been audited. 33