Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. HUBEI SANONDA CO., LTD. REPORT FOR THE FIRST QUARTER OF 2015 Apr. 2015 1 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. Section I. Important Reminders The Board of Directors, the Supervisory Committee, directors, supervisors and senior management staff of Hubei Sanonda Co., Ltd. (hereinafter referred to as “the Company”) warrant that the information carried in 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 have attended the board session for reviewing this report. Li Zuorong, company principal, He Xuesong, chief of the accounting work and concurrently chief of the accounting organ (chief of accounting), hereby confirm that the financial statements enclosed 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. 2 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. Section II. Financial Highlights & Change of Shareholders I. Financial highlights Does the Company adjust retrospectively or restate accounting data of previous years due to change of the accounting policy or correction of any accounting error? □ Yes √ No Jan.-Mar. 2015 Jan.-Mar. 2014 +/- (%) Operating revenues (RMB Yuan) 554,976,943.28 801,641,627.55 -30.77% Net profit attributable to shareholders of 77,028,787.65 131,969,307.74 -41.63% the Company (RMB Yuan) Net profit attributable to shareholders of the Company after extraordinary gains and 76,147,879.11 132,040,344.74 -42.33% losses (RMB Yuan) Net cash flows from operating activities -23,477,753.42 146,981,733.82 -115.97% (RMB Yuan) Basic EPS (RMB Yuan/share) 0.1297 0.2222 -41.63% Diluted EPS (RMB Yuan/share) 0.1297 0.2222 -41.63% Weighted average ROE (%) 3.76% 8.18% -4.42% 31 Mar. 2015 31 Dec. 2014 +/- (%) Total assets (RMB Yuan) 3,119,198,949.41 2,934,299,657.47 6.30% Net assets attributable to shareholders of 2,087,291,856.91 2,007,631,150.60 3.97% the Company (RMB Yuan) Items and amounts of extraordinary gains and losses √ Applicable □ Inapplicable Unit: RMB Yuan Item Jan.-Mar. 2015 Explanation Government grants recognized in the current period, except for those acquired in the ordinary course of business or granted at 1,162,222.22 certain quotas or amounts according to the government’s unified standards Non-operating income and expense other than the above 16,010.00 Less: Income tax effects 294,558.06 Minority interests effects (after tax) 2,765.62 Total 880,908.54 -- Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Extraordinary Gains and 3 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. Losses, or classifies any extraordinary gain/loss item mentioned in the said explanatory announcement as a recurrent gain/loss item □ Applicable √ Inapplicable No such cases in the reporting period. II. Total number of shareholders at the period-end and shareholdings of top 10 shareholders 1. Total number of common shareholders at the period-end and shareholdings of top 10 common shareholders Unit: share Total number of common 60513 shareholders at the period-end Shareholdings of top 10 common shareholders Number of Pledged or frozen shares Name of Nature of Shareholding Number of shares restricted shares shareholder shareholder percentage (%) held Status of shares Number of shares held SANONDA State-owned legal GROUP 20.15% 119,687,202 person CORPORATION ADAMA Celsius Foreign legal 10.60% 62,950,659 B.V. person Domestic natural Chen Lichun 0.87% 5,186,791 person STATE-OWNED ASSETS ADMINISTRATI Nation 0.70% 4,169,266 ON BUREAU OF QICHUN COUNTY GUOTAI JUNAN Foreign legal SECURITIES(H 0.67% 3,996,413 person ONGKONG) LIMITED Foreign legal NORGES BANK 0.44% 2,634,504 person ICBC-Lion Small-and-mediu m Sized Other 0.36% 2,129,400 Enterprises Listed 4 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. Companies Value Selection Stock Fund VANGUARD TOTAL Foreign legal INTERNATION 0.29% 1,695,900 person AL STOCK INDEX FUND UBS AG Other 0.24% 1,408,687 Bank of Comm unications-HFT Other 0.23% 1,390,200 Value Selection Stock Fund Shareholdings of top 10 non-restricted common shareholders Variety of shares Name of shareholder Number of non-restricted common shares held Variety Number SANONDA GROUP RMB ordinary 119,687,202 119,687,202 CORPORATION shares Domestically ADAMA Celsius B.V. 62,950,659 listed foreign 62,950,659 shares RMB ordinary Chen Lichun 5,186,791 5,186,791 shares STATE-OWNED ASSETS RMB ordinary ADMINISTRATION BUREAU OF 4,169,266 4,169,266 shares QICHUN COUNTY GUOTAI JUNAN Domestically SECURITIES(HONGKONG) 3,996,413 listed foreign 3,996,413 LIMITED shares Domestically NORGES BANK 2,634,504 listed foreign 2,634,504 shares ICBC-Lion Small-and-medium RMB ordinary Sized Enterprises Listed Companies 2,129,400 2,129,400 shares Value Selection Stock Fund VANGUARD TOTAL Domestically INTERNATIONAL STOCK 1,695,900 listed foreign 1,695,900 INDEX FUND shares RMB ordinary UBS AG 1,408,687 1,408,687 shares 5 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. Bank of Communications-HFT Va RMB ordinary 1,390,200 1,390,200 lue Selection Stock Fund shares Sanonda Group Corporation and Celsius Property B.V. are related parties, and under the same control of China National Chemical Agrochemical Corporation, and are acting-in-concert Explanation on associated parties as prescribed in the Administrative Methods for Acquisition of Listed Companies. It is relationship or/and persons unknown whether the other shareholders are related parties or acting-in-concert parties as prescribed in the Administrative Methods for Acquisition of Listed Companies. Top 10 common shareholders taking The shareholder Chen Lichun hold 5,186,791 shares of the Company through credit collateral part in securities margin trading (if securities trading account and hold 0 shares of the Company through common stock account any) that hold 5,186,791 shares of the Company in total. Did any of the top 10 common shareholders or the top 10 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 preferred shareholders at the period-end and shareholdings of top 10 preferred shareholders □ Applicable √ Inapplicable 6 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. Section III. Significant Events I. Significant changes in the major accounting statement items and financial indicators for the reporting period, as well as the reasons for these changes √ Applicable □ Inapplicable 31 Dec. 2014 31 Mar. 2015 (RMB (RMB Ten Financial statement Ten thousand) thousand) +/-% Main reasons for the change items (Jan.-Mar. (Jan.-Mar. 2015) 2014) Notes receivable 1,733 287 503.04% Customers’ payments with notes receivable increased. Accounts receivable 30,053 19,564 53.62% Payments collected decreased. Prepayments 5,532 1,944 184.48% Prepayments for materials increased. Construction in progress 57,755 42,386 36.26% Spending on construction projects increased. Engineering materials 34 8,897 -99.62% Some engineering materials were transferred to construction in progress. Other non-current assets 1,838 1,338 37.36% Prepayments for land Short-term borrowings 11,000 7,500 46.67% New borrowings for working capital Accounts payable 5,000 1,500 233.33% New accounts payable Payroll payable 1,588 2,574 -38.32% Some remuneration was paid. Taxes and fares payable 10,307 7,205 43.06% The income tax payable increased. Operating revenues 55,498 80,164 -30.77% The sales decreased. Business tax and 523 19 2678.38% The exempted and offset tax amount increased. surtaxes Selling expenses 1,111 1,898 -41.45% The sales decreased. Financial expenses 416 761 -45.28% The interest expenses decreased. Asset impairment losses 1,516 302 401.67% The falling price provisions increased. Non-operating incomes 118 2 6601.13% Governmental subsidies increased. Income tax expenses 2,676 4,627 -42.16% Total profit decreased. Net profit attributable to 7,703 13,197 -41.63% The sales income decreased. owners of the Company II. Progress of significant events and analysis & explanations on their influence and solutions □ Applicable √ Inapplicable 7 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. III. Commitments made by the Company or any shareholder with a shareholding over 5% in the reporting period or such commitments made in previous period and carried down into the reporting period √ Applicable □ Inapplicable Commitment Date of Period of Commitment Contents of commitment Execution maker commitment commitment Commitments of share reform I. Commitments on avoiding horizontal competition: “1. excepting the Company proposed conducting transaction may lead to competition in domestic trade with Shenzhen NOPOSION Agrochemical Co., Ltd. disclosed in the B Shares Offer Acquisition Report of Hubei Sanonda CO., Ltd. The Company will take effective measures to avoid the Company and its controlling subsidiaries engaged in the same or similar business with Hubei Sanonda CO., Ltd. within the territory.2. If the Company or its controlling subsidiaries domestically conduct related business which The form horizontal competition with Hubei commitments Sanonda CO., Ltd. in future (including related ADAMA were being Commitments made in business of the Company proposed conducting Celsius carried out acquisition report or in transaction may lead to competition in B.V.;ADAMA 7 Sep. 2013 2020-09-06 and the report on changes of domestic trade with Shenzhen NOPOSION Agricultural committers equity Agrochemical Co., Ltd. disclosed in the B Solutions Ltd. abided by the Shares Offer Acquisition Report of Hubei above Sanonda CO., Ltd.) The Company will commitments. according to the securities laws and regulations and industry policy within 7 years or when the management think the condition is ripe to actively take steps, gradually eliminate the competition, the concrete measures including but not limited to the following one or more: fight for internal assets reconstruction, (including putting the business into Hubei Sanonda CO., Ltd. or operated through Hubei Sanonda CO., Ltd.) to adjust the industrial plan and business structure, to transform technology and to upgrade products, to divide the market so as to make 8 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. each corporation differ in the products and its ultimate users, thus to avoid and eliminate the current domestic horizontal competition between the Company’s controlling subsidiaries and Sanonda. ” II. Commitments on maintaining the Company’s operation independence and specify the related transaction: “1. After the complement of the tender offer, Sanonda will continues to maintain complete purchase, production and sales system, and to gain the independent intellectual property. The Company and its direct or indirect controlling shareholders and Sanonda of which the personnel, assets, finance, business and institutions will be completely separated, and at the same time maintain the operation ability The of Sanonda that independently face to the commitments ADAMA China agrochemical industry market. 2. The were being Celsius Company will avoid and reduce the related carried out B.V.;ADAMA transactions with Sanonda according to the 7 Sep. 2013 9999-12-31 and the Agricultural requirements stipulated by the laws, committers Solutions Ltd. regulations and other normative documents; abided by the but for those related transactions that are above inevitable or occur with reasonable cause, will commitments. have to obey the just, fair and open market principles. And to sign the agreement according to the law and to carry out legal program, and to make sure not to harm the legal interest of Sanonda and other shareholders by related transaction according to the Articles of Association of Sanonda, the relevant system about related transaction and to conduct the duty of information disclosure as well as the approval process which stipulated by the relevant regulations.” I. Commitments on avoiding horizontal The competition: “1. The business of the commitments Company’s subsidiaries-- Jiangsu Anpon were being China National Electrochemical Co., Ltd., Anhui Petroleum carried out Chemical 7 Sep. 2013 2020-09-06 Chemical Group Co., Ltd., Shangdong and the Corporation Dacheng Agrochemical Co., Ltd. and Jiamusi committers Heilong Agrochemicals Co., Ltd., and Hunan abided by the Haohua Chemical Co., Ltd. and its subsidiary above 9 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. had the same or similar situations with the commitments. main business of Sanonda, and aimed at the domestic horizontal competition, the Company committed to gradually eliminate such kind of horizontal competition in the future and to fight for the internal assets reconstruction, to adjust the industrial plan and business structure, to transform technology and to upgrade products, to divide the market so as to make each corporation differ in the products and its ultimate users according to the securities laws and regulations and industry policy within 7 years, thus to eliminate the current domestic horizontal competition between the Company’s controlling subsidiaries and Sanonda. 2. Excepting the competition situation disclosed in the offer acquisition report, the Company take effective measures to avoid the Company and its controlling subsidiaries (excepting Commitments respectively made in acquisition report by Celsius Property B.V. and MAI)’ new increased business engaged in the same or similar business with Hubei Sanonda CO., Ltd. within the territory in future. 3. If the Company or its controlling subsidiaries ( excepting Commitments respectively made in acquisition report by Celsius Property B.V. and MAI) domestically conduct related business which form horizontal competition with Hubei Sanonda CO., Ltd. in future, the Company will actively take steps, gradually eliminate the competition, the concrete measures including but not limited to fight for internal assets reconstruction, (including putting the business into Hubei Sanonda CO., Ltd. or operated through Hubei Sanonda CO., Ltd.) to adjust the industrial plan and business structure, to transform technology and to upgrade products, to divide the market so as to make each corporation differ in the products and its ultimate users, thus to avoid and eliminate the current domestic horizontal 10 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. competition between the Company’s controlling subsidiaries and Sanonda.” II. Commitments on maintaining the Company’s operation independence and specify the related transaction: “1. After the complement of the tender offer, Sanonda will continues to maintain complete purchase, production and sales system, and to gain the independent intellectual property. The Company and its direct or indirect controlling shareholders and Sanonda of which the personnel, assets, finance, business and institutions will be completely separated, and at the same time maintain the operation ability The of Sanonda that independently face to the commitments China agrochemical industry market. 2. The were being China National Company will avoid and reduce the related carried out Chemical transactions with Sanonda according to the 7 Sep. 2013 9999-12-31 and the Corporation requirements stipulated by the laws, committers regulations and other normative documents; abided by the but for those related transactions that are above inevitable or occur with reasonable cause, will commitments. have to obey the just, fair and open market principles. And to sign the agreement according to the law and to carry out legal program, and to make sure not to harm the legal interest of Sanonda and other shareholders by related transaction according to the Articles of Association of Sanonda, the relevant system about related transaction and to conduct the duty of information disclosure as well as the approval process which stipulated by the relevant regulations.” Commitments made at the time of assets reorganization Commitments made in the initial public offering or refinancing Commitments made by the company to other medium and small shareholders 11 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. Executed timely or not? Yes IV. Predict the operating results of Jan.-Jun. 2015 Warning of possible loss or considerable YoY change of the accumulated net profit made during the period-begin to the end of the next reporting period according to prediction, as well as explanations on the reasons: □ Applicable √ Inapplicable V. Securities investments □ Applicable √ Inapplicable No such cases in the reporting period. VI. Shareholdings in other listed companies □ Applicable √ Inapplicable No such cases in the reporting period. VII. Investments in derivatives □ Applicable √ Inapplicable No such cases in the reporting period. VIII. Researches, visits and interviews received in the reporting period □ Applicable √ Inapplicable No such cases in the reporting period. 12 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. Section IV. Financial Statements I. Financial statements 1. Consolidated balance sheet Prepared by Hubei Sanonda Co., Ltd. 31 Mar. 2015 Unit: RMB Yuan Item Closing balance Opening balance Current Assets: Monetary funds 381,731,228.78 423,347,736.46 Settlement reserves Intra-group lendings Financial assets measured at fair value of which changes are recorded in current profits and losses Derivative financial assets Notes receivable 17,334,144.80 2,874,466.50 Accounts receivable 300,526,399.68 195,635,912.75 Accounts paid in advance 55,316,328.14 19,444,766.16 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable Other accounts receivable 15,306,860.61 19,679,596.65 Financial assets purchased under agreements to resell Inventories 369,159,793.16 330,541,606.05 Assets held for sale Non-current assets due within 1 year Other current assets Total current assets 1,139,374,755.17 991,524,084.57 13 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. Non-current assets: Loans by mandate and advances granted Available-for-sale financial assets 9,153,782.63 9,153,782.63 Held-to-maturity investments Long-term accounts receivable Long-term equity investment Investing real estate 5,284,772.34 5,363,928.28 Fixed assets 1,215,698,487.03 1,248,826,394.76 Construction in progress 577,554,445.17 423,857,021.70 Engineering materials 341,082.69 88,970,010.63 Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 138,902,153.08 140,020,897.12 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 14,505,071.30 13,199,137.78 Other non-current assets 18,384,400.00 13,384,400.00 Total of non-current assets 1,979,824,194.24 1,942,775,572.90 Total assets 3,119,198,949.41 2,934,299,657.47 Current liabilities: Short-term borrowings 110,000,000.00 75,000,000.00 Borrowings from Central Bank Customer bank deposits and due to banks and other financial institutions Intra-group borrowings Financial liabilities measured at fair value of which changes are recorded in current profits and losses Derivative financial liabilities Notes payable 50,000,000.00 15,000,000.00 Accounts payable 203,815,909.81 216,786,274.77 Accounts received in advance 30,754,748.38 34,830,464.65 14 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. Financial assets sold for repurchase Handling charges and commissions payable Payroll payable 15,877,821.41 25,740,973.02 Tax payable 103,074,481.11 72,051,904.29 Interest payable Dividend payable 250,000.00 250,000.00 Other accounts payable 25,838,588.96 31,749,791.93 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 1 34,000,000.00 500,000.00 year Other current liabilities Total current liabilities 573,611,549.67 471,909,408.66 Non-current liabilities: Long-term borrowings 436,090,000.00 431,590,000.00 Bonds payable Of which: preferred shares Perpetual bonds Long-term payables 650,000.00 650,000.00 Long-term payroll payables Specific payables Estimated liabilities Deferred income 21,792,592.60 22,754,814.82 Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 458,532,592.60 454,994,814.82 Total liabilities 1,032,144,142.27 926,904,223.48 Owners’ equity: Share capital 593,923,220.00 593,923,220.00 15 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. Other equity instruments Of which: preferred shares Perpetual bonds Capital reserves 263,184,043.66 263,184,043.66 Less: Treasury stock Other comprehensive income Specific reserves 18,057,018.09 15,425,099.43 Surplus reserves 178,048,385.86 178,048,385.86 Provisions for general risks Retained profits 1,034,079,189.30 957,050,401.65 Total equity attributable to owners of 2,087,291,856.91 2,007,631,150.60 the Company Minority interests -237,049.77 -235,716.61 Total owners’ equity 2,087,054,807.14 2,007,395,433.99 Total liabilities and owners’ equity 3,119,198,949.41 2,934,299,657.47 Legal representative: Li Zuorong Chief of the accounting work: He Xuesong Chief of the accounting organ: He Xuesong 2. Balance sheet of the Company Unit: RMB Yuan Item Closing balance Opening balance Current Assets: Monetary funds 347,722,710.55 349,250,284.42 Financial assets measured at fair value of which changes are recorded in current profits and losses Derivative financial assets Notes receivable 17,034,144.80 2,874,466.50 Accounts receivable 480,601,810.36 360,573,034.99 Accounts paid in advance 51,841,599.10 18,069,109.19 Interest receivable Dividend receivable Other accounts receivable 24,630,343.88 76,252,385.90 Inventories 361,454,697.75 319,798,378.74 Assets held for sale 16 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. Non-current assets due within 1 year Other current assets Total current assets 1,283,285,306.44 1,126,817,659.74 Non-current assets: Available-for-sale financial assets 9,153,782.63 9,153,782.63 Held-to-maturity investments Long-term accounts receivable Long-term equity investment 55,526,635.41 55,526,635.41 Investing real estate 5,284,772.34 5,363,928.28 Fixed assets 1,062,912,002.44 1,091,620,961.82 Construction in progress 577,554,445.17 423,857,021.70 Engineering materials 341,082.69 88,970,010.63 Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 126,782,342.85 127,725,897.93 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 10,956,793.18 10,510,039.23 Other non-current assets 18,384,400.00 13,384,400.00 Total of non-current assets 1,866,896,256.71 1,826,112,677.63 Total assets 3,150,181,563.15 2,952,930,337.37 Current liabilities: Short-term borrowings 110,000,000.00 75,000,000.00 Financial liabilities measured at fair value of which changes are recorded in current profits and losses Derivative financial liabilities Notes payable 50,000,000.00 15,000,000.00 Accounts payable 197,699,474.71 210,008,050.11 Accounts received in advance 25,340,653.69 22,676,046.39 Payroll payable 15,855,906.79 22,596,483.36 Tax payable 117,224,077.61 85,567,106.10 Interest payable 17 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. Dividend payable 250,000.00 250,000.00 Other accounts payable 24,781,540.64 30,090,888.88 Liabilities held for sale Non-current liabilities due within 1 34,000,000.00 500,000.00 year Other current liabilities Total current liabilities 575,151,653.44 461,688,574.84 Non-current liabilities: Long-term borrowings 436,090,000.00 431,590,000.00 Bonds payable Of which: preferred shares Perpetual bonds Long-term payables 650,000.00 650,000.00 Long-term payroll payables Specific payables Estimated liabilities Deferred income 14,171,759.26 14,888,148.15 Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 450,911,759.26 447,128,148.15 Total liabilities 1,026,063,412.70 908,816,722.99 Owners’ equity: Share capital 593,923,220.00 593,923,220.00 Other equity instruments Of which: preferred shares Perpetual bonds Capital reserves 263,799,837.18 263,799,837.18 Less: Treasury stock Other comprehensive income Specific reserves 13,087,905.78 10,455,987.12 Surplus reserves 178,048,385.86 178,048,385.86 Retained profits 1,075,258,801.63 997,886,184.22 Total owners’ equity 2,124,118,150.45 2,044,113,614.38 Total liabilities and owners’ equity 3,150,181,563.15 2,952,930,337.37 18 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. 3. Consolidated income statement Unit: RMB Yuan Item Jan.-Mar. 2015 Jan.-Mar. 2014 I. Total operating revenues 554,976,943.28 801,641,627.55 Including: Sales income 554,976,943.28 801,641,627.55 Interest income Premium income Handling charge and commission income II. Total operating costs 452,366,030.87 623,408,283.03 Including: Cost of sales 391,635,889.19 563,394,439.89 Interest expenses Handling charge and commission expenses Surrenders Net claims paid Net amount withdrawn for the insurance contract reserve Expenditure on policy dividends Reinsurance premium Taxes and associate charges 5,228,195.69 188,174.48 Selling and distribution expenses 11,112,517.44 18,980,495.62 Administrative expenses 25,068,621.87 30,218,260.55 Financial expenses 4,161,492.69 7,605,144.49 Asset impairment loss 15,159,313.99 3,021,768.00 Add: Gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” means loss) Including: share of profits in associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) 102,610,912.41 178,233,344.52 Add: non-operating income 1,178,232.22 17,582.58 19 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. Including: Gains on disposal of non-current assets Less: non-operating expense 112,748.58 Including: Losses on disposal of non-current assets IV. Total profit (“-” means loss) 103,789,144.63 178,138,178.52 Less: Income tax expense 26,761,690.14 46,267,988.02 V. Net profit (“-” means loss) 77,027,454.49 131,870,190.50 Net profit attributable to owners of 77,028,787.65 131,969,307.74 the Company Minority shareholders’ income -1,333.16 -99,117.24 VI. After-tax net amount of other comprehensive incomes After-tax net amount of other comprehensive incomes attributable to owners of the Company (I) Other comprehensive incomes that will not be reclassified into gains and losses 1. Changes in net liabilities or assets with a defined benefit plan upon re-measurement 2. Enjoyable shares in other comprehensive incomes in investees that cannot be reclassified into gains and losses under the equity method (II) Other comprehensive incomes that will be reclassified into gains and losses 1. Enjoyable shares in other comprehensive incomes in investees that will be reclassified into gains and losses under the equity method 2. Gains and losses on fair value changes of available-for-sale financial assets 3. Gains and losses on reclassifying held-to-maturity investments into available-for-sale 20 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. financial assets 4. Effective hedging gains and losses on cash flows 5. Foreign-currency financial statement translation difference 6. Other After-tax net amount of other comprehensive incomes attributable to minority shareholders VII. Total comprehensive incomes 77,027,454.49 131,870,190.50 Attributable to owners of the 77,028,787.65 131,969,307.74 Company Attributable to minority -1,333.16 -99,117.24 shareholders VIII. Earnings per share (I) Basic earnings per share 0.1297 0.2222 (II) Diluted earnings per share 0.1297 0.2222 Where business mergers under the same control occurred in this reporting period, the net profit achieved by the merged parties before the business mergers was RMB XXX, with the corresponding amount for the same period of last year being RMB XXX. Legal representative: Li Zuorong Chief of the accounting work: He Xuesong Chief of the accounting organ: He Xuesong 4. Income statement of the Company Unit: RMB Yuan Item Jan.-Mar. 2015 Jan.-Mar. 2014 I. Total sales 573,870,268.42 788,008,058.96 Less: cost of sales 415,508,320.16 554,927,275.87 Business taxes and surcharges 5,194,402.87 138,886.05 Distribution expenses 10,915,714.58 17,435,486.32 Administrative expenses 23,147,903.38 22,445,422.29 Financial costs 4,533,279.01 7,902,244.11 Impairment loss 11,357,800.90 714,500.25 Add: gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” means loss) Including: income form investment 21 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. on associates and joint ventures II. Business profit (“-” means loss) 103,212,847.52 184,444,244.07 Add: non-operating income 932,398.89 16,318.10 Including: Gains on disposal of non-current assets Less: non-operating expense 82,608.58 Including: Losses on disposal of non-current assets III. Total profit (“-” means loss) 104,145,246.41 184,377,953.59 Less: Income tax expense 26,772,629.00 46,094,488.39 IV. Net profit (“-” means loss) 77,372,617.41 138,283,465.20 V. After-tax net amount of other comprehensive incomes (I) Other comprehensive incomes that will not be reclassified into gains and losses 1. Changes in net liabilities or assets with a defined benefit plan upon re-measurement 2. Enjoyable shares in other comprehensive incomes in investees that cannot be reclassified into gains and losses under the equity method (II) Other comprehensive incomes that will be reclassified into gains and losses 1. Enjoyable shares in other comprehensive incomes in investees that will be reclassified into gains and losses under the equity method 2. Gains and losses on fair value changes of available-for-sale financial assets 3. Gains and losses on reclassifying held-to-maturity investments into available-for-sale financial assets 4. Effective hedging gains and losses on cash flows 22 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. 5. Foreign-currency financial statement translation difference 6. Other VI. Total comprehensive incomes 77,372,617.41 138,283,465.20 VII. Earnings per share (I) Basic earnings per share 0.1303 0.2328 (II) Diluted earnings per share 0.1303 0.2328 5. Consolidated cash flow statement Unit: RMB Yuan Item Jan.-Mar. 2015 Jan.-Mar. 2014 I. Cash flows from operating activities: Cash received from sale of 378,778,289.27 654,860,051.34 commodities and rendering of service Net increase of deposits from customers and dues from banks Net increase of loans from the central bank Net increase of funds borrowed from other financial institutions Cash received from premium of original insurance contracts Net cash received from reinsurance business Net increase of deposits of policy holders and investment fund Net increase of disposal of financial assets measured at fair value of which changes are recorded into current gains and losses Cash received from interest, handling charges and commissions Net increase of intra-group borrowings Net increase of funds in repurchase business Tax refunds received 21,937,488.19 23 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. Other cash received relating to 3,162,799.92 10,796,386.94 operating activities Subtotal of cash inflows from operating 403,878,577.38 665,656,438.28 activities Cash paid for goods and services 330,326,017.92 387,477,798.92 Net increase of customer lendings and advances Net increase of funds deposited in the central bank and amount due from banks Cash for paying claims of the original insurance contracts Cash for paying interest, handling charges and commissions Cash for paying policy dividends Cash paid to and for employees 59,830,987.51 37,293,744.46 Various taxes paid 19,285,902.49 58,061,768.24 Other cash payment relating to 17,913,422.88 35,841,392.84 operating activities Subtotal of cash outflows from 427,356,330.80 518,674,704.46 operating activities Net cash flows from operating -23,477,753.42 146,981,733.82 activities II. Cash flows from investing activities: Cash received from withdrawal of investments Cash received from return on investments Net cash received from disposal of fixed assets, intangible assets and other 1,350.00 long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to investing activities Subtotal of cash inflows from investing 1,350.00 activities Cash paid to acquire fixed assets, 83,666,458.46 118,199,901.92 24 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. intangible assets and other long-term assets Cash paid for investment Net increase of pledged loans Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investing activities Subtotal of cash outflows from 83,666,458.46 118,199,901.92 investing activities Net cash flows from investing activities -83,666,458.46 -118,198,551.92 III. Cash Flows from Financing Activities: Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received from borrowings 123,000,000.00 368,650,312.15 Cash received from issuance of bonds Other cash received relating to 4,000,000.00 financing activities Subtotal of cash inflows from financing 123,000,000.00 372,650,312.15 activities Repayment of borrowings 50,000,000.00 268,245,087.54 Cash paid for interest expenses and 7,609,574.40 10,770,661.59 distribution of dividends or profit Including: dividends or profit paid by subsidiaries to minority shareholders Other cash payments relating to 1,500,000.00 7,000,000.00 financing activities Sub-total of cash outflows from 59,109,574.40 286,015,749.13 financing activities Net cash flows from financing 63,890,425.60 86,634,563.02 activities IV. Effect of foreign exchange rate 137,278.60 25 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. changes on cash and cash equivalents V. Net increase in cash and cash -43,116,507.68 115,417,744.92 equivalents Add: Opening balance of cash and 418,847,736.46 410,065,921.21 cash equivalents VI. Closing balance of cash and cash 375,731,228.78 525,483,666.13 equivalents 6. Cash flow statement of the Company Unit: RMB Yuan Item Jan.-Mar. 2015 Jan.-Mar. 2014 I. Cash flows from operating activities: Cash received from sale of 382,470,171.90 605,686,691.27 commodities and rendering of service Tax refunds received 16,386,842.52 Other cash received relating to 3,074,184.00 10,676,943.18 operating activities Subtotal of cash inflows from operating 401,931,198.42 616,363,634.45 activities Cash paid for goods and services 299,867,268.44 370,735,924.64 Cash paid to and for employees 53,880,451.96 33,225,209.07 Various taxes paid 16,020,611.96 57,149,977.21 Other cash payment relating to 15,426,760.05 27,449,948.92 operating activities Subtotal of cash outflows from 385,195,092.41 488,561,059.84 operating activities Net cash flows from operating 16,736,106.01 127,802,574.61 activities II. Cash flows from investing activities: Cash received from retraction of investments Cash received from return on investments Net cash received from disposal of fixed assets, intangible assets and other 1,350.00 long-term assets Net cash received from disposal of 26 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. subsidiaries or other business units Other cash received relating to investing activities Subtotal of cash inflows from investing 1,350.00 activities Cash paid to acquire fixed assets, intangible assets and other long-term 83,666,458.46 116,332,310.92 assets Cash paid for investment Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investing activities Subtotal of cash outflows from 83,666,458.46 116,332,310.92 investing activities Net cash flows from investing activities -83,666,458.46 -116,330,960.92 III. Cash Flows from Financing Activities: Cash received from capital contributions Cash received from borrowings 123,000,000.00 300,000,000.00 Cash received from issuance of bonds Other cash received relating to 4,000,000.00 financing activities Subtotal of cash inflows from financing 123,000,000.00 304,000,000.00 activities Repayment of borrowings 50,000,000.00 198,000,000.00 Cash paid for interest expenses and 7,609,574.40 9,485,499.34 distribution of dividends or profit Other cash payments relating to 1,500,000.00 7,000,000.00 financing activities Sub-total of cash outflows from 59,109,574.40 214,485,499.34 financing activities Net cash flows from financing 63,890,425.60 89,514,500.66 activities IV. Effect of foreign exchange rate 12,352.98 changes on cash and cash equivalents 27 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd. V. Net increase in cash and cash -3,027,573.87 100,986,114.35 equivalents Add: Opening balance of cash and 344,750,284.42 325,849,120.35 cash equivalents VI. Closing balance of cash and cash 341,722,710.55 426,835,234.70 equivalents II. Auditor’s report Is this report audited? □ Yes √ No This report is not audited. 28