The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. HUBEI SANONDA CO., LTD. THE REPORT FOR THE FIRST QUARTER OF 2016 April 2016 1 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. Section I Important Statements The Board of Directors, the Supervisory Committee, directors, supervisors and senior management 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. An Liru, company principal, Liu Anping, chief of the accounting work and Tu Zhiwen, 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 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. Section II Financial Results and Changes in Shareholders I Financial results Whether the Company performed any retroactive adjustments to or restatement of its accounting data due to changes of accounting policies or correction of accounting errors □ Yes √ No January-March 2016 January-March 2015 +/-% Operating revenues (RMB) 478,019,086.56 554,976,943.28 -13.87% Net profit attributable to shareholders of 8,016,805.81 77,028,787.65 -89.59% the Company (RMB) Net profit attributable to shareholders of the Company after exceptional profit and -1,097,269.16 76,147,879.11 -101.44% loss (RMB) Net operating cash flow (RMB) -14,737,785.00 -23,477,753.42 37.23% Basic earnings per share (RMB/share) 0.0135 0.1297 -89.59% Diluted earnings per share (RMB/share) 0.0135 0.1297 -89.59% Weighted average return on equity (%) 0.38% 3.76% -3.38% 31 March 2016 31 December 2015 +/-% Total assets (RMB) 3,053,685,989.26 2,977,268,169.32 2.57% Net assets attributable to shareholders of 2,107,021,267.07 2,097,382,469.60 0.46% the Company (RMB) Exceptional profit and loss √ Applicable □ Not applicable Unit: RMB Item January-March 2016 Note Gains/losses on the disposal of non-current assets (including the 10,198,549.74 offset part of asset impairment provisions) Government grants recognized in the current period, except for those acquired in the ordinary course of business or granted at 1,105,800.22 certain quotas or amounts according to the country’s unified standards Other non-operating income and expenses than the above 847,750.00 Less: Income tax effects 3,038,024.99 Total 9,114,074.97 -- Explanation of why the Company classified an item as exceptional profit/loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Exceptional Profit and Loss, 3 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. or reclassified any exceptional profit/loss item given as an example in the said explanatory announcement to recurrent profit/loss □ Applicable √ Not applicable No such cases in the Reporting Period. II Total number of shareholders at the period-end and shareholdings of top ten shareholders 1. Numbers of common shareholders and preference shareholders with resumed voting rights as well as shareholdings of top ten shareholders Unit: share Total number of preference Total number of common shareholders with resumed 63,184 0 shareholders at the period-end voting rights at the period-end (if any) Shareholdings of top ten 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 Jingzhou State-owned Sanonda Group 20.15% 119,687,202 0 corporation Co., Ltd. ADAMA Celsius Foreign legal 10.60% 62,950,659 0 B.V. person Domestic natural Chen Lichun 1.14% 6,790,954 0 person State-Owned Assets Administration Nation 0.70% 4,169,266 0 Bureau of Qichun County Domestic natural Jiang Jian 0.61% 3,595,123 0 person China Securities Finance Other 0.47% 2,817,300 0 Corporation Limited Foreign Norges Bank 0.44% 2,634,504 0 corporation ICBC - Lion Small-and-mediu Other 0.42% 2,480,384 0 m Sized 4 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. Enterprises Listed Companies Value Selection Stock Fund Bank of China Limited - Teda Manulife Jili Other 0.38% 2,252,947 0 Bond-type Securities Investment Fund ICBC - JT Tianfu Reform New-power Flexible Other 0.36% 2,160,078 0 Configuration Hybrid Securities Investment Fund Shareholdings of top ten non-restricted shareholders Variety of shares Name of shareholder Number of non-restricted shares held Variety Number RMB common Jingzhou Sanonda Group Co., Ltd. 119,687,202 119,687,202 shares Domestically ADAMA Celsius B.V. 62,950,659 listed foreign 62,950,659 shares RMB common Chen Lichun 6,790,954 6,790,954 shares State-Owned Assets Administration RMB common 4,169,266 4,169,266 Bureau of Qichun County shares RMB common Jiang Jian 3,595,123 3,595,123 shares China Securities Finance RMB common 2,817,300 2,817,300 Corporation Limited shares Domestically Norges Bank 2,634,504 listed foreign 2,634,504 shares ICBC - Lion Small-and-medium RMB common Sized Enterprises Listed Companies 2,480,384 2,480,384 shares Value Selection Stock Fund Bank of China Limited - Teda 2,252,947 RMB common 2,252,947 5 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. Manulife Jili Bond-type Securities shares Investment Fund ICBC - JT Tianfu Reform RMB common New-power Flexible Configuration 2,160,078 2,160,078 shares Hybrid Securities Investment Fund 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 Related or acting-in-concert parties parties as prescribed in the Administrative Methods for Acquisition of Listed Companies. It is among the above shareholders unknown whether the other shareholders are related parties or acting-in-concert parties as prescribed in the Administrative Methods for Acquisition of Listed Companies. 1. The shareholder Chen Lichun held 6,309,732 shares of the Company through credit collateral securities trading account and held 481,222 shares of the Company through Top ten common shareholders common stock account that held 6,790,954 shares of the Company in total. 2. The shareholder conducting securities margin trading Jiang Jian held 3,415,123 hares of the Company through credit collateral securities trading (if any) account and held 180,000 shares of the Company through common stock account that held 3,595,123 shares of the Company in total. Did any of the top ten common shareholders or the top ten non-restricted common shareholders of the Company conduct any promissory repo during the Reporting Period? □ Yea √ No No such cases in the Reporting Period. 2. Total number of preference shareholders and shareholdings of the top ten of them □ Applicable √ Not applicable 6 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. Section III Significant Events I Changes in major accounting statement items and financial indicators for the Reporting Period, as well as reasons for such changes √ Applicable □ Not applicable 31 December 31 March 2016 2015 Financial (RMB’0,000) (RMB’0,000) +/-% Main reason for change statement item (January-March (January-March 2016) 2015) Accounts 30,577 18,045 69.45% Payments collected from customers decreased. receivable Accounts paid in 2,774 2,041 35.87% Prepayments for materials increased. advance Other accounts 1,321 985 34.18% The receivable for land increased. receivable Short-term 0 2,000 -100.00% Borrowings were repaid to banks. borrowings Accounts received 1,301 2,667 -51.23% Advances from customers decreased. in advance Notes payable 1,000 0 Banker’s acceptance bills newly adopted Payroll payable 1,336 3,031 -55.92% Some remuneration for the prior period was paid in the current period. Interest payable 37 112 -66.63% Some of the interest on bank borrowings was paid. Long-term account 0 65 -100.00% Settled payable Other non-current 12,000 0 A new amount from a fund of the Agricultural Development liabilities Bank of China Selling expenses 1,890 1,111 70.06% Freight charges increased. Administrative 3,261 2,507 30.08% Production halt loss increased. expenses Financial costs 799 416 92.05% The capitalized interest decreased while the interest expenditure increased. Asset impairment 909 1,516 -40.01% Falling price provisions decreased. loss Non-operating 1,215 118 931.38% Earnings on disposal of intangible assets increased. income Corporte income 178 2,676 -93.36% Total profit decreased. 7 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. tax Net profit 802 7,703 -89.59% The sales revenue and the gross profit margin both decreased. attributable to owners of the Company II Progress of significant events and analysis & explanations on their influence and solutions √ Applicable □ Not applicable During the Reporting Period, owning to the Company was planning significant assets reorganization project, the Company’s shares delisted since 5 August 2015 and as for the details of the progress of the reorganization project, please refer to the Announcement on the Progress of the Significant Assets Reorganization disclosed all previous. Index of the interim report disclosure Summary of the significant events Disclosure date website III Commitments of the Company, its shareholders, actual controller, acquirer, directors, supervisors, senior management or other related parties fulfilled in the Reporting Period or ongoing at the period-end √ Applicable □ Not applicable Date of Commitment Type of Term of Commitment Contents commitment Fulfillment maker commitment commitment making Commitments made in share reform I. Commitments on avoiding horizontal competition: The Commitments 1. except for commitments on the the Company ADAMA were being horizontal proposed Commitments made in acquisition Celsius B.V.; carried out competition, conducting documents or shareholding alteration ADAMA 2013-09-07 2020-09-06 and the the related transaction documents Agricultural commitment transaction may lead to Solutions Ltd. makers abided and the capital competition in by the above occupation domestic trade commitments. with Shenzhen NOPOSION Agrochemical Co., Ltd. disclosed in 8 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. 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 form horizontal competition with Hubei Sanonda CO., Ltd. in future (including related business of the Company proposed conducting transaction may lead to 9 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. 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 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 10 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. 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 competition between the Company’s controlling subsidiaries and Sanonda. II. The Commitments Commitments commitments on the on ADAMA were being horizontal maintaining Celsius carried out competition, the B.V.;ADAMA 2013-09-07 9999-12-31 and the the related Company’s Agricultural commitment transaction operation Solutions Ltd. makers abided and the capital independence by the above occupation and specify commitments. the related 11 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. transaction: 1. After the complement of the tender offer, Sanonda will continue 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 of Sanonda that independently face to the China agrochemical industry market. 2. The Company will avoid and 12 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. reduce the related transactions with Sanonda according to the requirements stipulated by the laws, regulations and other normative documents; but for those related transactions that are inevitable or occur with reasonable cause, will 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 13 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. 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 competition: 1. The business of the Company’s subsidiaries-- Jiangsu Anpon Electrochemic The Commitments al Co., Ltd., commitments on the Anhui were being China horizontal Petroleum carried out National competition, Chemical 2013-09-07 2020-09-06 and the Chemical the related Group Co., commitment Corporation transaction Ltd., maker abided and the capital Shangdong by the above occupation Dacheng commitments. Agrochemical Co., Ltd. and Jiamusi Heilong Agrochemical s Co., Ltd., and Hunan Haohua Chemical Co., Ltd. and its 14 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. subsidiary had the same or similar situations with the 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 15 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. 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 16 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. 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 17 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. 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 competition between the Company’s controlling subsidiaries and Sanonda. II. Commitments on The Commitments maintaining commitments on the the were being China horizontal Company’s carried out National competition, operation 2013-09-07 9999-12-31 and the Chemical the related independence commitment Corporation transaction and specify maker abided and the capital the related by the above occupation transaction: 1. commitments. After the complement 18 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. of the tender offer, Sanonda will continue 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 of Sanonda that independently face to the China agrochemical industry market. 2. The Company will avoid and reduce the related transactions 19 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. with Sanonda according to the requirements stipulated by the laws, regulations and other normative documents; but for those related transactions that are inevitable or occur with reasonable cause, will 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 20 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. related transaction and to conduct the duty of information disclosure as well as the approval process which stipulated by the relevant regulations. Commitments made in time of asset restructuring Commitments made in time of IPO or refinancing Commitments concerning stock ownership incentive “1. The Supervisory Owning to the Board suspension of Chairman of the the Company Company’s Mr. Jiang shares from 5 Chenggang Aug. 2015 to planed to the disclosure purchase the date, Mr. Li shares of the Zhongxi Company of could not Commitments Jiang over 5000 execute the Other commitments made to minority on the Chenggang; shares through 13 Jul. 2015 2016-01-12 commitments shareholders increase of the Li Zhongxi the secondary on increasing shareholding market by the the self-rising shareholding. funds in the While Mr. future 6 Jiang months Chenggang (2015.7.13-20 had 16.1.12); 2. completed the The Board execution of Secretary Mr. the Li Zhongxi commitments. planed to 21 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. purchase the shares of the Company of over 5000 shares through the secondary market by the self-rising funds in the future 6 months (2015.7.13-20 16.1.12)”. Executed on time Yes Specific reasons for failing to fulfill commitments on time and plans for N/A next step IV Operating result forecast for January-June 2016 Warning of possible loss or considerable YoY change of the accumulated net profit made during the period-beginning to the end of the next reporting period according to prediction, as well as explanations on the reasons: □Applicable √ Not applicable V Securities investments □ Applicable √ Not applicable No such cases in the Reporting Period. VI Investments in derivative financial instruments □ Applicable √ Not applicable No such cases in the Reporting Period. VII Visits paid to the Company in the Reporting Period for purposes of research, communication, interview, etc. √ Applicable □ Not applicable Date of visit Way of visit Type of visitor Index to main inquiry information When is the Company stock resumption? Information provided: Progress 2016-03-25 Telephone communication Individual Announcement of Significant Asset Restructuring 22 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. When is the Company stock resumption and what the progress is? Information 2016-03-28 Telephone communication Individual provided: progress Announcement of Significant Asset Restructuring VIII Illegal provision of guarantees for external parties □ Applicable √ Not applicable No such cases in the Reporting Period. IX Occupation of the Company’s funds by the controlling shareholder or its related parties for non-operating purposes □ Applicable √ Not applicable No such cases in the Reporting Period. 23 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. Section IV Financial Statements I Financial statements 1. Consolidated balance sheet Prepared by Hubei Sanonda Co., Ltd. 31 March 2016 Unit: RMB Item Closing balance Opening balance Current assets: Monetary funds 432,266,661.23 406,098,208.72 Settlement reserves Lendings to banks and other financial institutions Financial assets measured at fair value with fair value changes included in the profit and loss for the Reporting Period Derivative financial assets Notes receivable 41,636,187.93 34,433,010.97 Accounts receivable 305,772,768.14 180,450,531.93 Accounts paid in advance 27,736,530.05 20,413,365.68 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividends receivable Other accounts receivable 13,212,854.69 9,847,451.35 Financial assets purchased under agreement to resell Inventories 241,972,577.69 287,824,164.30 Assets held for sale Non-current assets due within one year Other current assets 13,569,615.59 14,685,220.14 24 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. Total current assets 1,076,167,195.32 953,751,953.09 Non-current assets: Loans and advances to customers Available-for-sale financial assets 9,153,782.63 9,153,782.63 Held-to-maturity investments Long-term accounts receivable Long-term equity investments Investment property 4,958,190.60 5,036,745.54 Fixed assets 1,628,215,205.60 1,684,051,200.09 Construction in progress 156,798,918.42 143,683,545.15 Engineering materials Disposal of fixed assets Productive living assets Oil-gas assets Intangible assets 161,659,658.59 165,569,924.44 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 11,733,038.10 11,021,018.38 Other non-current assets 5,000,000.00 5,000,000.00 Total non-current assets 1,977,518,793.94 2,023,516,216.23 Total assets 3,053,685,989.26 2,977,268,169.32 Current liabilities: Short-term borrowings 0.00 20,000,000.00 Borrowings from the Central Bank Money deposits accepted and inter-bank deposits Loans from banks and other financial institutions Financial liabilities measured at fair value with fair value changes included in the profit and loss for the Reporting Period Derivative financial liabilities Notes payable 10,000,000.00 0.00 Accounts payable 161,841,002.63 134,357,481.77 25 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. Accounts received in advance 13,005,672.98 26,666,138.22 Financial assets sold for repurchase Handling charges and commissions payable Payroll payable 13,360,572.64 30,308,341.73 Taxes and fares payable 21,881,158.28 26,858,466.27 Interest payable 374,976.67 1,123,849.31 Dividends payable 250,000.00 250,000.00 Other accounts payable 26,292,050.60 25,511,333.81 Reinsurance premiums payable Insurance contract reserves Payables for acting trading of securities Payables for acting underwriting of securities Liabilities held for sale Non-current liabilities due within one 244,000,000.00 244,000,000.00 year Other current liabilities Total current liabilities 491,005,433.80 509,075,611.11 Non-current liabilities: Long-term borrowings 310,090,000.00 343,590,000.00 Bonds payable Of which: Preference shares Perpetual bonds Long-term accounts payable 0.00 650,000.00 Long-term payroll payable Special payables Estimated liabilities Deferred income 25,569,288.39 26,570,088.61 Deferred income tax liabilities Other non-current liabilities 120,000,000.00 Total non-current liabilities 455,659,288.39 370,810,088.61 Total liabilities 946,664,722.19 879,885,699.72 Owners’ equity: Share capital 593,923,220.00 593,923,220.00 26 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. Other equity instruments Of which: Preference shares Perpetual bonds Capital reserves 263,063,461.97 263,063,461.97 Less: Treasury stock Other composite income Special reserves 24,470,850.81 22,848,859.15 Surplus reserves 190,699,248.11 190,699,248.11 Provisions for general risks Retained profit 1,034,864,486.18 1,026,847,680.37 Total equity attributable to owners of 2,107,021,267.07 2,097,382,469.60 the Company Minority interests Total owners’ equity 2,107,021,267.07 2,097,382,469.60 Total liabilities and owners’ equity 3,053,685,989.26 2,977,268,169.32 Legal representative: An Liru Chief of the accounting work: Liu Anping Chief of the accounting organ: Tu Zhiwen 2. Balance sheet of the Company Unit: RMB Item Closing balance Opening balance Current Assets: Monetary funds 355,468,919.19 378,450,204.94 Financial assets measured at fair value with fair value changes included in the profit and loss for the Reporting Period Derivative financial assets Notes receivable 40,296,187.93 32,331,010.97 Accounts receivable 524,912,419.87 352,274,073.40 Accounts paid in advance 23,330,047.30 19,218,775.50 Interest receivable Dividends receivable Other accounts receivable 700,322.48 1,535,805.55 Inventories 227,372,954.34 275,057,647.64 Assets held for sale 27 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. Non-current assets due within one year Other current assets 387,633.86 Total current assets 1,172,080,851.11 1,059,255,151.86 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 investments 55,526,635.41 55,526,635.41 Investment property 4,958,190.60 5,036,745.54 Fixed assets 1,491,467,047.95 1,543,099,613.97 Construction in progress 151,723,082.07 139,297,997.97 Engineering materials Disposal of fixed assets Productive living assets Oil-gas assets Intangible assets 149,180,619.97 150,253,232.11 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 8,626,588.21 8,855,180.95 Other non-current assets 5,000,000.00 5,000,000.00 Total non-current assets 1,875,635,946.84 1,916,223,188.58 Total assets 3,047,716,797.95 2,975,478,340.44 Current liabilities: Short-term borrowings 0.00 20,000,000.00 Financial liabilities measured at fair value with fair value changes included in the profit and loss for the Reporting Period Derivative financial liabilities Notes payable 10,000,000.00 0.00 Accounts payable 154,698,998.37 129,017,385.70 Accounts received in advance 11,591,435.46 24,885,411.49 Payroll payable 11,370,572.64 28,311,263.93 28 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. Taxes and fares payable 17,892,711.87 21,773,193.24 Interest payable 374,976.67 1,123,849.31 Dividends payable 250,000.00 250,000.00 Other accounts payable 24,922,683.01 23,536,806.94 Liabilities held for sale Non-current liabilities due within one 244,000,000.00 244,000,000.00 year Other current liabilities Total current liabilities 475,101,378.02 492,897,910.61 Non-current liabilities: Long-term borrowings 310,090,000.00 343,590,000.00 Bonds payable Of which: Preference shares Perpetual bonds Long-term payables 0.00 650,000.00 Long-term payroll payables Special payables Estimated liabilities Deferred income 18,931,788.37 19,686,755.26 Deferred income tax liabilities Other non-current liabilities 120,000,000.00 Total non-current liabilities 449,021,788.37 363,926,755.26 Total liabilities 924,123,166.39 856,824,665.87 Owners’ equity: Share capital 593,923,220.00 593,923,220.00 Other equity instruments Of which: Preference shares Perpetual bonds Capital reserves 263,799,837.18 263,799,837.18 Less: Treasury stock Other composite income Special reserves 19,501,738.50 17,879,746.84 Surplus reserves 190,699,248.11 190,699,248.11 Retained profit 1,055,669,587.77 1,052,351,622.44 Total owners’ equity 2,123,593,631.56 2,118,653,674.57 29 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. Total liabilities and owners’ equity 3,047,716,797.95 2,975,478,340.44 3. Consolidated income statement Unit: RMB Item January-March 2016 January-March 2015 1. Operating revenues 478,019,086.56 554,976,943.28 Including: Sales income 478,019,086.56 554,976,943.28 Interest income Premium income Handling charge and commission income 2. Total operating costs 480,377,985.57 452,366,030.87 Including: Cost of sales 407,955,838.07 391,635,889.19 Interest expenses Handling charge and commission expenses Surrenders Net claims paid Net amount provided as insurance contract reserves Expenditure on policy dividends Reinsurance premium Business tax and surtaxes 3,827,800.30 5,228,195.69 Selling expenses 18,898,154.60 11,112,517.44 Administrative expenses 32,610,160.74 25,068,621.87 Financial costs 7,992,233.70 4,161,492.69 Asset impairment loss 9,093,798.16 15,159,313.99 Add: Profit/loss on fair value changes (“-” means loss) Profit/loss on investment (“-” means loss) Including: Share of profit in associates and joint ventures Foreign exchange profit (“-” means loss) 3. Operating profit (“-” means loss) -2,358,899.01 102,610,912.41 Add: Non-operating income 12,152,099.96 1,178,232.22 30 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. Including: Profit on disposal of non-current assets Less: Non-operating expense Including: Loss on disposal of non-current assets 4. Total profit (“-” means loss) 9,793,200.95 103,789,144.63 Less: Corporate income tax 1,776,395.14 26,761,690.14 5. Net profit (“-” means loss) 8,016,805.81 77,027,454.49 Net profit attributable to owners of 8,016,805.81 77,028,787.65 the Company Minority shareholders’ income -1,333.16 6. After-tax net amount of other composite income After-tax net amount of other composite income attributable to owners of the Company 6.1 Other composite income that will not be reclassified into profit and loss 6.1.1 Changes in net liabilities or assets with a defined benefit plan upon re-measurement 6.1.2 Enjoyable share in other comprehensive income in investees that cannot be reclassified into profit and loss under the equity method 6.2 Other composite income that will be reclassified into profit and loss 6.2.1 Enjoyable share in other composite income in investees that will be reclassified into profit and loss under the equity method 6.2.2 Profit and loss on fair value changes of available-for-sale financial assets 6.2.3 Profit and loss on reclassifying held-to-maturity investments into available-for-sale financial assets 6.2.4 Effective hedging profit and loss on cash flow 6.2.5 Foreign-currency 31 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. financial statement translation difference 6.2.6 Other After-tax net amount of other composite income attributable to minority shareholders 7. Total composite income 8,016,805.81 77,027,454.49 Attributable to owners of the 8,016,805.81 77,028,787.65 Company Attributable to minority -1,333.16 shareholders 8. Earnings per share 8.1 Basic earnings per share 0.0135 0.1297 8.2 Diluted earnings per share 0.0135 0.1297 8.2 Diluted earnings per share 0.50 0.38 Where business mergers under the same control occurred in the Reporting Period, net profit achieved by the merged parties before the business mergers was RMB0.00, with the corresponding amount for the same period of last year being RMB0.00. Legal representative: An Liru Chief of the accounting work: Liu Anping Chief of the accounting organ: Tu Zhiwen 4. Income statement of the Company Unit: RMB Item January-March 2016 January-March 2015 1. Operating revenues 485,727,795.98 573,870,268.42 Less: Operating costs 418,136,181.91 415,508,320.16 Business tax and surtaxes 3,803,996.78 5,194,402.87 Selling expenses 16,872,467.34 10,915,714.58 Administrative expenses 31,004,921.58 23,147,903.38 Financial costs 7,625,098.99 4,533,279.01 Asset impairment loss 4,759,941.43 11,357,800.90 Add: profit/loss on fair value changes (“-” means loss) Profit/loss on investment (“-” means loss) Including: Income form investment on associates and joint ventures 2. Operating profit (“-” means loss) 3,525,187.95 103,212,847.52 Add: Non-operating income 1,509,784.98 932,398.89 32 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. Including: Profit on disposal of non-current assets Less: Non-operating expense Including: Loss on disposal of non-current assets 3. Total profit (“-” means loss) 5,034,972.93 104,145,246.41 Less: Corporate income tax 1,717,007.60 26,772,629.00 4. Net profit (“-” means loss) 3,317,965.33 77,372,617.41 5. After-tax net amount of other composite income 5.1 Other composite income that will not be reclassified into profit and loss 5.1.1 Changes in net liabilities or assets with a defined benefit plan upon re-measurement 5.1.2 Enjoyable share in other composite income in investees that cannot be reclassified into profit and loss under the equity method 5.2 Other composite income that will be reclassified into profit and loss 5.2.1 Enjoyable share in other composite income in investees that will be reclassified into profit and loss under the equity method 5.2.2 Profit and loss on fair value changes of available-for-sale financial assets 5.2.3 Profit and loss on reclassifying held-to-maturity investments into available-for-sale financial assets 5.2.4 Effective hedging profit and loss on cash flow 5.2.5 Foreign-currency financial statement translation difference 5.2.6 Other 6. Total composite income 3,317,965.33 77,372,617.41 7. Earnings per share 7.1 Basic earnings per share 0.0056 0.1303 7.2 Diluted earnings per share 0.0056 0.1303 33 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. 5. Consolidated cash flow statement Unit: RMB Item January-March 2016 January-March 2015 1. Operating cash flow: Cash received from sale of 253,177,379.60 378,778,289.27 commodities and rendering of service Net increase in money deposits from customers and inter-bank placements Net increase in loans from the Central Bank Net increase in funds borrowed from other financial institutions Cash received from premium of original insurance contracts Net cash received from reinsurance business Net increase in deposits of policy holders and investment fund Net increase in disposal of financial assets measured at fair value with fair value changes included in the profit and loss for the Reporting Period Cash received from interest, handling charges and commissions Net increase in loans from banks and other financial institutions Net increase in funds in repurchase business Tax refunds received 9,056,211.09 21,937,488.19 Other operating cash received 4,769,459.30 3,162,799.92 Subtotal of operating cash inflow 267,003,049.99 403,878,577.38 Cash paid for goods and services 177,887,983.97 330,326,017.92 Net increase in loans and advances to customers Net increase in funds deposited in the Central Bank and inter-bank placements Cash for paying claims of original insurance contracts Cash for paying interest, handling charges and commissions 34 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. Cash for paying policy dividends Cash paid to and for employees 58,831,581.22 59,830,987.51 Taxes and fares paid 24,075,079.68 19,285,902.49 Other cash payment relating to 20,946,190.12 17,913,422.88 operating activities Subtotal of operating cash outflow 281,740,834.99 427,356,330.80 Net operating cash flow -14,737,785.00 -23,477,753.42 2. Investment cash flow: Cash received from retraction of investments Cash received from return on investments Net cash received from disposal of fixed assets, intangible assets and other 4,006,000.00 long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to investment activities Subtotal of investment cash inflow 4,006,000.00 Cash paid to acquire fixed assets, intangible assets and other long-term 21,547,554.62 83,666,458.46 assets Cash paid for investment Net increase in pledged loans Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investment activities Subtotal of investment cash outflow 21,547,554.62 83,666,458.46 Net investment cash flow -17,541,554.62 -83,666,458.46 3. Financing cash flow: Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received as borrowings 123,000,000.00 Cash received from issuance of bonds 35 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. Other financing cash received 120,000,000.00 Subtotal of financing cash inflow 120,000,000.00 123,000,000.00 Repayment of borrowings 53,500,000.00 50,000,000.00 Cash paid for interest expenses and 7,785,627.02 7,609,574.40 distribution of dividends or profit Including: dividends or profit paid by subsidiaries to minority shareholders Other cash payments relating to 3,000,000.00 1,500,000.00 financing activities Sub-total of financing cash outflow 64,285,627.02 59,109,574.40 Net financing cash flow 55,714,372.98 63,890,425.60 4. Effect of foreign exchange rate -266,580.85 137,278.60 changes on cash and cash equivalents 5. Net increase in cash and cash 23,168,452.51 -43,116,507.68 equivalents Add: Opening balance of cash and 406,098,208.72 418,847,736.46 cash equivalents 6. Closing balance of cash and cash 429,266,661.23 375,731,228.78 equivalents 6. Cash flow statement of the Company Unit: RMB Item January-March 2016 January-March 2015 1. Operating cash flow: Cash received from sale of 203,352,397.42 382,470,171.90 commodities and rendering of service Tax refunds received 168,260.60 16,386,842.52 Other operating cash received 5,958,928.42 3,074,184.00 Subtotal of operating cash inflow 209,479,586.44 401,931,198.42 Cash paid for goods and services 174,517,489.32 299,867,268.44 Cash paid to and for employees 57,326,632.82 53,880,451.96 Taxes and fares paid 20,658,112.94 16,020,611.96 Other operating cash payments 18,041,796.70 15,426,760.05 Subtotal of operating cash outflow 270,544,031.78 385,195,092.41 Net operating cash flow -61,064,445.34 16,736,106.01 2. Investment cash flow: Cash received from retraction of investments 36 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. Cash received from return on investments Net cash received from disposal of fixed assets, intangible assets and other 206,000.00 long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to investment activities Subtotal of investment cash inflow 206,000.00 Cash paid to acquire fixed assets, intangible assets and other long-term 20,834,931.62 83,666,458.46 assets Cash paid for investment Net cash paid to acquire subsidiaries and other business units Other investment cash payments Subtotal of investment cash outflow 20,834,931.62 83,666,458.46 Net investment cash flow -20,628,931.62 -83,666,458.46 3. Financing cash flow: Cash received from capital contributions Cash received as borrowings 123,000,000.00 Cash received from issuance of bonds Other financing cash received 120,000,000.00 Subtotal of financing cash inflow 120,000,000.00 123,000,000.00 Repayment of borrowings 53,500,000.00 50,000,000.00 Cash paid for interest expenses and 7,785,627.02 7,609,574.40 distribution of dividends or profit Other cash payments relating to 3,000,000.00 1,500,000.00 financing activities Sub-total of financing cash outflow 64,285,627.02 59,109,574.40 Net financing cash flow 55,714,372.98 63,890,425.60 4. Effect of foreign exchange rate -2,281.77 12,352.98 changes on cash and cash equivalents 5. Net increase in cash and cash -25,981,285.75 -3,027,573.87 equivalents Add: Opening balance of cash and 378,450,204.94 344,750,284.42 cash equivalents 37 The Report for the First Quarter of 2016—Hubei Sanonda Co., Ltd. 6. Closing balance of cash and cash 352,468,919.19 341,722,710.55 equivalents II Auditor’s report Is this Report audited? □ Yes √ No This Report is not audited. Hubei Sanonda Co., Ltd. 25 April 2016 38