0 深圳一致药业股份有限公司 Shenzhen Accord Pharmaceutical Co., Ltd. 二〇一一年半年度报告 Semi-Annual Report 2011 August 2011 1 Contents Section I. Important Notes------------------------------------------------------------------02 Section II. Company Profile----------------------------------------------------------------03 Section III. Changes in Share Capital and Particulars about Shares held by Main Shareholders----------------------------------------------------------------------------------06 Section IV. Particulars about Directors, Supervisors and Senior Executives--------07 Section V. Discussion and Analysis of the Management-------------------------------08 Section VI. Significant Events-------------------------------------------------------------14 Section VII. Financial Report(Unaudited)------------------------------------------------25 Section VIII. Documents Available for Reference---------------------------------------124 2 Section I. Important Notes 1. Board of Directors and the Supervisory Committee of Shenzhen Accord Pharmaceutical Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives, hereby assures that there are no false records, misleading statements or significant omissions in this report, and it would shoulder any individual as well as joint responsibility concerning to the authenticity, accuracy and completeness of the contents. 2. This report has been compiled in both Chinese and English. Should be any ambiguity arise about the contents of the two versions, the Chinese version shall prevail. 3. No director, supervisor and senior executive would claim that he or she could not guarantee the authenticity, accuracy or completeness of the semi-annual report’s contents or that he or she holds different opinions. 4. All directors attend the 2nd Meeting of 6th Session of the Board on auditing the semi-annual report. 5. The Semi-Annual Financial Report of the Company has not been audited. 6. Chairman of the Company Mr. Shi Jinming, General Manager Mr. Yan Zhigang, Chief Financial Officer Mr. Wei Pingxiao and Financial Manager Mr. Chi Guoguang hereby declare that they would assure the authenticity and completeness of the Financial Accounting Report in this Semi-Annual Report. 3 Section II. Company Profile I. Company information (1) Legal Name of the Company In Chinese:深圳一致药业股份有限公司 In English: Shenzhen Accord Pharmaceutical Co., Ltd. Abbr. of English name: Accord Pharm. (2) Stock Exchange Listed with: Shenzhen Stock Exchange Short Form of the Stock: Accord Pharm. /Accord Pharm. B Stock Code: 000028/200028 (3) Registered Address: Accord Pharm. Bldg., No. 15, Ba Gua Si Road, Futian District, Shenzhen, Guangdong Province Office Address: Accord Pharm. Bldg., No. 15, Ba Gua Si Road, Futian District, Shenzhen, Guangdong Province Post Code: 518029 The Company’s Internet Website: http://www.szaccord.com.cn E-mail: 0028@szaccord.com.cn (4) Legal Representative: Shi Jinming General Manager: Yan Zhigang (5) Secretary of the Board: Chen Changbing Contact Address: Accord Pharm. Bldg., No. 15, Ba Gua Si Road, Futian District, Shenzhen, Guangdong Province Tel.: + (86) 755 25875195 Fax: + (86) 755 25875147 E-mail: investor@szaccord.com.cn (6)Newspapers Chosen for Disclosing the Information of the Company: Securities Times and Hong Kong Commercial Daily Internet Website Appointed by CSRC: http://www.szse.cn http://www.cninfo.com.cn The Place Where the Semi-Annual Report Is Prepared: Secretariat of the Board of Directors 4 II. Major financial data and indexes Major accounting data and financial indexes Increase/decrease at the end of this At the end of this report period At the period-end of last year report period compared with that in period-end of last year (%) Before adjustment After adjustment After adjustment Total assets(RMB) 6,968,069,535.70 6,306,793,005.81 6,306,793,005.81 10.49% Total equity attributable to equity 1,184,758,825.37 1,052,370,309.53 1,052,370,309.53 12.58% holders of the Company (RMB) Share capital(Share) 288,149,400.00 288,149,400.00 288,149,400.00 0.00% Net assets per share attributable to shareholders of the listed 4.11 3.65 3.65 12.60% company(RMB/Share) Increase/decrease This report period in this report The same period of last year (Jan. to Jun.) period year-on-year (%) Before adjustment After adjustment After adjustment Sales (RMB) 7,195,372,417.76 6,216,124,135.23 6,236,827,518.97 15.37% Operating profit (RMB) 202,919,619.93 159,064,173.16 156,424,281.18 29.72% Total profit(RMB) 217,717,835.44 166,519,142.54 164,285,250.56 32.52% Net profit attributable to shareholders of the listed 165,136,443.84 121,620,988.36 119,387,096.38 38.32% company(RMB) Net profit attributable to equity holders of the Company after 151,667,708.17 113,266,697.99 113,266,697.99 33.90% deducting non-recurring gains and losses(RMB) Basic earnings per share 0.57 0.42 0.41 39.02% (RMB/Share) Diluted earnings per share 0.57 0.42 0.41 39.02% (RMB/Share) Weighted average ROE (%) 14.55% 13.77% 13.16% 1.39% Weighted average ROE after deducting non-recurring 13.36% 12.82% 12.49% 0.87% gains/losses (%) Net cash flow arising from 107,677,081.76 216,358,926.82 210,160,566.50 -48.76% operating activities(RMB) Net cash flow per share arising from operating activities 0.37 0.75 0.73 -49.32% (RMB/Share) [Note]Items of non-recurring gains and losses and the relevant amount: Unit: RMB Items of non-recurring gains and losses Amount Note( If applicable) Gains and losses from the disposal of non-current 631,360.46 asset 5 Governmental subsidy calculated into current gains and losses, while closely related with the business of the Company, excluding the fixed-amount or 6,984,323.81 fixed-proportion governmental subsidy according to the unified national standard Reversal of impairment provision of account 3,398,226.89 receivable that impairment testing individually Other non-operating income and expenditure beside 6,775,621.56 for the aforementioned items Impact on income tax -3,272,949.78 Influenced amount of minority shareholders’ equity -1,047,847.27 Total 13,468,735.67 - (II) Explanation on the differences in the net profit and net asset stated in domestic financial statement and overseas financial statement Unit: RMB Items CAS IAS Net profit attributable to the equity 165,136,443.84 165,136,443.84 holders of the Company Total equity attributable to equity 1,184,758,825.37 1,184,758,825.37 holders of the Company [Note]: There remained no differences in net profit attributable to the equity holders of the Company in this period and equities attributable to the owners of parent company at the end of this period calculated based on the Accounting System for Business Enterprises and the International Accounting Standards. (III) Supplemental profit statement Profit in the report Weighted average ROE EPS (RMB) period (%) Basic EPS Diluted EPS Net profit attributable to common shareholders of the 14.55% 0.57 0.57 Company Net profit attributable to common shareholders of the 13.36% 0.53 0.53 Company deducting non-recurring gains and losses [Note]The data of profit listed in supplemental statement of profit are calculated according to the requirements of No. 9---- Return on Equity and Earnings per Share (2010 Revised) of Regulations on the Information Disclosure of Companies Publicly Issuing Shares released by CSRC. 6 Section III. Changes in Share Capital and Shareholdings of Major Shareholders I. Particulars about change in share capital 1. In the report period, the Company’s total shares remained unchanged. 2. Statement of changes in shares :None. II. Particular about shareholders 1. Ended June 30, 2011, the Company had totally 17,012 shareholders, including 12,132 shareholders of A-share and 4,880 shareholders of B-share. 2. Particulars about shares held by the top ten shareholders (ended as June 30, 2011) Unit: Share Total shareholder 17,012 Particulars about shares held by the top ten shareholders Amount of Proportion Total Amount of Nature of shares Full Name of shareholder of shares amount of restricted shareholders pledged or held shares held shares held frozen SINOPHARM GROUP State-owned 110,459,74 38.33% 0 0 CO., LTD. legal person 8 ICBC-GF Jufeng Stock Domestic Securities Investment non-state-owne 3.77% 10,861,558 0 Fund d legal person ICBC-Harvest Theme Domestic New Engine Stock non-state-owne 3.57% 10,290,292 0 Securities Investment d legal person Fund Domestic ABC-Greatwall Anxin non-state-owne 2.78% 8,000,000 0 Return Mixed Fund d legal person HTHK/CMG FSGUFP-CMG FIRST Oversea legal 2.44% 7,032,720 0 STATE CHINA person GROWTH FD Domestic ICBC-GF Strategy non-state-owne 1.46% 4,207,399 0 Selected Mixed Fund d legal person Domestic ICBC-Harvest Strategy non-state-owne 1.44% 4,158,959 0 Growth Mixed Fund d legal person ICBC-Universal Health Domestic Care Stock Securities non-state-owne 1.20% 3,454,500 0 Investment Fund d legal person ICBC-Bank of China Domestic Keep Growing Stock non-state-owne 1.20% 3,443,546 0 Securities Investment d legal person Fund CCB--Greatwall Domestic Consumption Value-added non-state-owne 1.14% 3,292,879 0 Stock Securities d legal person Investment Fund 7 Particulars about the shares held by the top ten unrestricted shareholders Amount of unrestricted Full Name of shareholder Type of shares shares held SINOPHARM GROUP CO., LTD. 110,459,748 RMB common share ICBC-GF Jufeng Stock Securities Investment 10,861,558 RMB common share Fund ICBC-Harvest Theme New Engine Stock 10,290,292 RMB common share Securities Investment Fund ABC-Greatwall Anxin Return Mixed Fund 8,000,000 RMB common share HTHK/CMG FSGUFP-CMG FIRST STATE Domestically listed 7,032,720 CHINA GROWTH FD foreign shares ICBC-GF Strategy Selected Mixed Fund 4,207,399 RMB common share ICBC-Harvest Strategy Growth Mixed Fund 4,158,959 RMB common share ICBC-Universal Health Care Stock Securities 3,454,500 RMB common share Investment Fund ICBC-Bank of China Keep Growing Stock 3,443,546 RMB common share Securities Investment Fund CCB-- Greatwall Consumption Value-added 3,292,879 RMB common share Stock Securities Investment Fund ICBC-GF Jufeng Stock Securities Investment Fund and ICBC-GF Strategy Selected Mixed Fund shares the same fund manager—GF Fund Management Co., Ltd.; ICBC-Harvest Theme New Engine Stock Securities Explanation on associated Investment Fund and ICBC-Harvest Strategy Growth Mixed Fund shares relationship or the same fund manager – Harvest Fund Management Co., Ltd. while ABC- accordant action Greatwall Anxin Return Mixed Fund and CCB-- Greatwall Consumption among the aforesaid Value-added Stock Securities Investment Fund shares the same fund shareholders manager of Greatwall Fund Manager Co., Ltd. It is unknown whether associated relationship exists or belongs to the consistent actionist among the other tradable shareholders regulated by the Management Measure of Information Disclosure on Change of Shareholding for Listed Companies. 3. In the report period, the controlling shareholder of the Company remained unchanged. The Company’s controlling shareholder is Sinopharm Group Co., Ltd., while the actual controller is China National Pharmaceutical Group Corporation. Section IV. Particulars about Directors, Supervisors and Senior Executives I. Changes in shares held by Directors, Supervisors and Senior Executives in report period: Nil II. Alteration in directors, supervisors and senior executives of the Company in the report period: 1. On 18th March of 2011, the 23rd Meeting of 5th Session of the Board was deliberated and approved the “Proposal of Election at Expiration of Office Term for the Board”. The General Shareholders’ Meeting of 2010 was elected Shi Jinming, Lu Jun, Wu Aimin, Ma Wangjun, Jiang Xiuchang and Yan Zhigang as the directors of 6th Session of the Board while He Zhiyi, Xiong Chuxiong and Xiao Shengfang were elected as the independent directors of the 6th Session of the Board by accumulative votes dated 28th April 2011. 2. On 18th March of 2011, the 20th Meeting of 5th Session of the Board was deliberated and approved the “Proposal of Election at Expiration of Office Term for the Supervisory”. The General Shareholders’ 8 Meeting of 2010 was elected Tian Weixing and Guan Xiaohui as the supervisors of 6th Session of the Supervisory by accumulative votes dated 28th April 2011. Furthermore, Wang Huiqin was elected as the staff supervisor for 6th Session of Supervisory at joint meeting of staff representative’s. 3. On 28th April of 2011, the 1st Extraordinary Meeting of 6th Session of the Board fullfiled the followed engagements for the Company as: Mr. Shi Jinming appointed as Chariman of 6th Session of the Board, Mr. Yan Zhigang appointed as Gneral Manager of the Company, Mr. Lin Zhaoxiong, Mr. Tan Guoshu, Ms. Liu Jun, Mr. Lin Min, Mr. Lin Xinyang and Mr. Deng Baojun was appointed as Deputy GM of the Company, Mr. Wei Pingxiao appointed as CFO of the Company while Mr. Chen Changbin appointed as Secretary of the Board for the Company. 4. On 28th April of 2011, the 1st Meeting of 6th Session of the Supervisory elected Ms. Tian Weixing as the convener of 6th Session of Supervisory. Section V. Discussion and Analysis of the Management I. Particualr about general operating management of the Company in report period Year of 2011 is the beginning of “Twelve Five-year” plan for the Company, and also is the integration year for chasing innovation, promiting transformation and adjustmenting structure. Health care reform continuously carried out by the state, supervise in industries comes more and more strict-ness. Operating group of the Company positively leads all staffs tackle with situationsof unfavorable markts and industrial supervise by strictly surrounding annual operating theme of “innovation, scientific, health operating and development rapidly”. Under the indevorus of innovated operation mode, value-added service and technology standards and greately promoted headquarters’ function and management mode transformation, the Company organized a structure of headquarters with refining efficiency and business division with professional co-opeartion. Together with all staff’s efforts, the Company continuously enlarges its leadership advantages and its influence which lay out a foundation for achieving every business indexes for all year and for realizing the ambitious goals for “welve Five-year” plan. In the first half year, the Company realized main business income of RMB 7.163 billion, total profit of RMB 0.218 billion and basic earning per share of RMB 0.57. Here come the tasks accomplished by various departments in the first half year ended June 30th: pharmaceutical business department realized income in main business of RMB 0.945 billion, profit of RMB 0.108 billion and operational net cash flow of RMB88.69 million; distribution business department realized income in main business of RMB6.234 billion, total profit of RMB0.133 billion and operational net cash flow of RMB 21.73 million. Main works that completed in first half year of 2011: (I) Stick to new strategic orientation, the Company promoted function transformation for headquarters, highlight key function and core functions; strengthen function of strategy control, standard regulation and resources allocation for headquarters; continuously upgrade the service quality for headquarters in business development; achieving specialization and highly efficieny synergy by guiding business divisions efficiently and promoted general development for Company. 1. Prepared the sub-plan of “Twelve Five-year”, handling strategy targets efficiently. 2. Implemented the construction for internal control and self-evaluation, higher the ability of risk prevention. 3. Promoted function transformation and perfected the structure, strengthen core function of the headquarters. In first hald year, around by new function orientation, the Company actively changed the mind of controlling in aspect of financial management, strengthen professional value for financial of headquarters through formulating rules and planning guildlins as a whole; conducting inspections in internal control and performance evaluation to lower the fiancial risks, promoting the 9 calculation-oriented type transfer to value creation-oriented. In aspect of HR, the Company keep core responsibility of headquarters’ in order, classified control access of the headquarters’, furthermore, perfected the system construction for HR by means of comprehensive training and performance evaluation, and highlight the management for those core intelligence. (II) Distribution division lay out the targets for chasing model enterprises. Emphasized the development project of integration for supplying chain, intergrated distribution and logistic projects efficiency; speed up net works’ layout for creating more value-add services; perfected the mode of management and control in subsidiaries, promoted unification operating for higher the profitability and market’s competitiveness. 1. Rapid the layout for distribution networks, intensified influence of the market. According to general deployment of Twelve Five-Year plan, rapid up mergers & acquisition, make sure that networks will coverage in all key zones at end of 2011. 2. Further promote the adjustment on structures, higher profitability. In order to seized the market opportunity bringing from health care reform, the Company changing concepts to adjust its business situation, variaties and client structure for seizing early opportunity. 3. Perfected organize structures, unified its operating mode, strengthen the management in subsidiaries. 4. Promoted the integration on supplying chains and project of value-add service, higher competiveness in market. 5. Improved network construction for logistics, created the service standards for logistics. (III) Pharmaceitial divisions actively changed their role orientation, implementd new-structureed operating modes, display function of supervise, co-ordination and control completely. The division effiency to integrated excellent resources, promoting the co-ordiantion and labor division between every enterprises, current operating and future development obtained a new breakthrought in the division. 1. Implementd new-structureed operating modes, industrial control system becoming more and more perfect. 2. Integrated R&D and marketing, the platformof dumbbell pharmacy was formulated initially. In aspect of R&D, put R&D resources into order, promoted labor division and co-operation within enterprises on the products’ R&D. In aspect of marketing, promoted the implementation on re-forming for the marketing system of Shenzhen Chinese traditional medicine through integrated marketing resourse and actively explore integrity mode for marketing of preparation products. 3. Industial chains’ unification has a new development stage. For purpose of make use of the advantage of industrial chain and deppen unification works on industrial chain, pharmaceutical division set an annual target of 80% average matching rate for key varieties. Under the means of improving products’ quality, enlargeing the capacity and perfecting management on supplying chain, improved the internal matching rates for those key varieties. 4. Globalizaiton achieved a breakthrough progress. After 3 years of delicated preparation, the warehouse of cephalosporin power of Zhijun Pharmaceutical was passed the EU Certification in May of 2011, the first preparation produced enterprise of cephalosporin power that passed the EU Certification with self-brand registration in China. 5. Speed up basic construction for production and lay out a foundation for future development. Under the order organization from pharmaceutical division, three major constructions are in an order progress. Guanlan Phase II of Zhijun Pharmaceutical completed the bidding for stereoscopic warehouse and finished the planning of capacity expansion for solic warehouse 2# while comprehensive buildings were promoted smoothly; Accord Pingshan project completed the EIA projects and preparing the report of EIA. Furthermore, Chongqing Medicine Desine Institution was organized for planning design; Zhijun Phase III project achieved a general planning idea basically while follow-up technology reformation and matching works of phase II were promoted. 10 II. Analysis on the main operating results and financial status (I)The scope of main operations was R&D and production of pharmaceuticals, wholesales of Chinese and western patent medicine, Chinese traditional medicine, biological products, bio-chemical medicine, health care products and medical apparatus and instruments. (II) Formation of income from main operations 1. Main operations classified according to industries and products Unit: RMB’0000 Main operations classified according to industries Increase/dec Increase/dec Increase/decr Classified rease in rease in ease in gross according to Operating Operating Gross profit operating operating profit ratio industries or income cost ratio (%) income cost year-on-year products year-on-year year-on-year (%) (%) (%) Industry - 92,576.01 65,175.22 29.60% 16.70% 11.80% 3.09% medicine Commerce - medicine 618,848.99 581,906.09 5.97% 15.42% 15.24% 0.15% wholesales Commerce - 3,329.91 2,938.25 11.76% 92.44% 95.33% -1.31% medicine retail Non-medicine 1,078.23 793.53 26.40% 6.17% 30.38% -13.67% trade Lease 514.20 174.19 66.12% 15.84% 13.12% 0.82% Total 716,347.34 650,987.28 9.12% 15.79% 15.11% 0.53% Main operations classified according to products Respiratory antitussive 12,400.05 2,849.17 77.02% 39.21% 36.78% 0.41% medicines Cef- series 80,048.84 58,579.99 26.82% 15.69% 5.24% 7.26% products Including: the amount of related 5,774.22 4,543.72 21.31% 173.36% 254.96% -18.09% transaction 2. Income from main operations classified according to areas Unit: RMB’0000 Increase/decrease in Area operating income operating income year-on-year (%) Domestic sales 715,874.32 15.78% Oversea sales 473.02 21.75% Total 716,347.34 15.79% (III)Operation of the main wholly-owned subsidiaries of the Company 1. Shenzhen Zhijun Pharmaceutical Co., Ltd(Zhijun Pharm): wholly-owned subsidiary of the Company with registered capital amounting to RMB 200 million, and it mainly deals with the manufacturing, R & D and operation of chemical medicine. It mainly produced respiratory medicines and anti-infection medicines, possessing main products such as respiratory antitussive medicines and cef- series products, etc. Ended June 30, 2011, the total assets of the company amounted to RMB 965.91 million. It realized 11 main business income of RMB 758.31million and net profit of RMB 87.32 million in the first half year of 2011. 2. Sinopharm Medicine Holding Guangzhou Co., Ltd. (Sinopharm Guangzhou).: wholly-owned subsidiary of the Company with registered capital amounting to RMB 400 million. It mainly deals with operation of Chinese patent medicine, chemical preparation, antibiotics, biochemical medicines, biological products, diagnosis drug, as well as therapy and diagnosis biological products. Ended June 30, 2011, the total assets of the company amounted to RMB 3137.41 million. It realized main business income of RMB 3780.89 million and net profit of RMB 56.36 million in the first half year of 2011. 3. S Sinopharm Medicine Holding Nanning Co., Ltd. (Sinopharm Nanning):.: wholly-owned subsidiary of the Company with registered capital amounting to RMB 100 million. It mainly deals with operation of Chinese patent medicine, chemical preparation, diagnostic drugs, biological products of diagnostic biology treatments, as well as self-operation and delegated varies products and import-export of technology. Ended June 30, 2011, the total assets of the company amounted to RMB 692.35 million. It realized main business income of RMB 748.17 million and net profit of RMB 18.46 million in the first half year of 2011. (IV)Operation of share-join Company Unit: RMB’0000 Net Investment Proportion of profit of income investment share-joi distributed from Operation scope income in net Name n share-join profit of listed compan company in this company y period Shenzhen Wanle Mainly engaged in the Medical development, research and 4,144 1,281 7.64% Co., Ltd. production of anticancer agent (Wanle and famotidine injection, etc. Medical) (V) Brief analysis on financial status 1. Changes of main financial indexes in the report period Unit: RMB Amount in the Change of Amount in the Items same period of last increase/decre period year ase % Income from main operations 7,163,473,393.19 6,186,858,123.55 15.79% Profit from main operations 638,001,587.81 522,809,733.42 22.03% Net profit attributable to owners 165,136,443.84 119,387,096.38 38.32% of parent company Change of Amount at Amount at Items increase/decre period-end year-begin ase % Total assets 6,968,069,535.70 6,306,793,005.81 10.49% Total equity attributable to equity 1,184,758,825.37 1,052,370,309.53 12.58% holders of the Company Note: (1) Income from main operations: There is an increase of RMB 976,615, 300 with, 15.79% higher when comparing with the same period of last year, which is mainly attributed to enlarged sales in 12 pharmaceutical distribution as well as properity in industrial pharmacy. (2) Profit from main operations: an increase of RMB 115,191,900 with, 22.03% higher when comparing with the same period of last year, which is in line with the increase in revenue (3) Net profit attributable to equity holders of the Company: The effective cost management, enhanced profitability lead to an increase of RMB 45,749,300 with 38.32% up, This mainly due to the improvement of integrity profits that benefit from the favorable sales condition, soaring sales gross rate and reasonable cost controlling. . (4) Total assets: total assets at period-end increase RMB 661,276,500 over that of year-beginning with 10.49% up. This mainly due to the expansion of assets scale that benefit from favorable condition of growing sales and profit. (5) Total equity attributable to equity holders of the Company: 12.58% equity attributable to owners’ of parent company at period-end increase RMB 132,388,500 over that of year-beginning.Reasons for growth mainly for two aspects: one is the profitability that increased RMB 165,136,400 in total equity attributable to equity holders of the Company; the equity purchased amount RMB 1.83 million of Sinopharm TCM Co., Ltd. was cleared by China National Group; the other one is the share distribution reduced RMB 34,577,900. 2. Changes in profit constitution over that period of last year Unit: RMB Amount for the same Amount of this period Change in period of last year proportion Item Proportion Proportion taken in total Amount (RMB) taken in Amount (RMB) taken in profit (%) total profit total profit Main business profit 638,001,587.81 293.04% 522,809,733.42 318.23% -25.19% Other business profit 22,031,512.32 10.12% 29,437,812.27 17.92% -7.80% Period expenses -464,048,118.31 -213.14% -391,816,346.84 -238.50% 25.36% Assets impairment losses -5,875,651.19 -2.70% -15,311,631.56 -9.32% 6.62% Investment income 12,810,289.30 5.88% 11,304,713.89 6.88% -1.00% Net non-operating income and expenses 14,798,215.51 6.80% 7,860,969.38 4.78% 2.01% Total profit 217,717,835.44 100.00% 164,285,250.56 100.00% 0.00% [Note]: (1) Other business profit earned RMB 22.0315 million in this period with a y-o-y RMB7.4063 million decreased, a y-o-y 7.80 percent down in proprortion of toal profit.Decreased mainly resulted from the consultancy fee that decreased by Sinopharm Guangzhou Company, subordinate subsidiary of the Company. (2) Periodic expenses: periodic expenses incurred RMB 464.0481 million in this period with a y-o-y 72.2318 million yuan increased, a y-o-y 25.36 percent down in proprortion of toal profit. In report 13 period, the Company has a good control in cost and the absolute value increased mainly due to: HR expenses gains a y-o-y growth for the increase of personnel; along with the further implementation on project of Zhijun Present of Zhijun Pharmaceutical, subordinate subsidiary of the Company and deepen exploitation on third terminal market, development expenses for markets obtained a y-o-y growth; transportation expenses reached a y-o-y increased for the influence by soaring sales and transport cost that around the country; affected by financial environment of the County, interest expenses obtained a y-o-y rise. (3) Assets impairment losses: RMB 5.8756 million was accrued as assets impairment losses in this period, a y-o-y 6.63 percent down in proportion of total profits. (4) Investment income: an investment income of RMB 12.8103 million gaisned a 12.8103 million yuan in this period which increased by RMB 1.5056 million increased.Main reaon was that the Main Luck Pharmecutical, affiliated company that invested by the Company obtained growth net profit. (5) Net non-operating income and expenses: net non-operating income and expenses earned RMB 14.7982 million in this period with a y-o-y increase of RMB 6.9372 million yuan increased, and a y-o-y 2.01 percent up in proprortion of toal profit.Main reason was that part of the account payable that charge to the account for long period has been clear out. (VI)There was no other operation business which influenced greatly upon net profit in the report period (VII)Main working plan for 2nd half year 1. By core of service function upgrade, basis of strengthen internal control construction and means of perfection the resources allocation, the headquarters will continuously promoted rooling adjustment towards planning and intergrate brand resources as well as transformed function of the headquarters etc, perfected and ordering the 2 degree mode of controlling and management for establishing a refining and highly efficiency headquarters. (1) Implemented rooling adjustment for planning, guarantee a sustainable for plan implementation (2) Improved the brand construction, higher the influence of brands (3) Continously promoted the project of internal standardization, perfected the system of risk prevention (4) Improved the ability of obtaining and allocation for resources based on strategy targets (5) Integrated enterprise’ cultures lay out a solid foundation for corporation development. 2. Distribution divisions will speed up the layout for networks; make sure that networks will coverage in all key zones at end of 2011. Created new value-add services, carried out an intelligent supllying chains, strengthen control and management in subsidiaries for better operational risk minimized: (1) Rapid up network’s layout, fulfilled the covage in all key zones (2) strengthen executions, higher the standards in internal management (3) Deepen project of supplying chain integration, improved standards of value-add services (4) Deepen adjustment on products and industrial constructures, higher profitability and ability of anti-risk (5) Implemented biddings on net and biddings for distribution of basic medicines etc. 3. Under the four dimension constructions from pharmaceutical division, perfected current industrial platform fully, rapid up structure adjustment, put more efforts in internal management; furthermore, lay out a foundation for future development while in a good operation situation: (1) Strengthen four-dimension constructions and makes the industrial platform came true (2) Deepen structure management, actively code with the variation of market’s (3) put more efforts in management foundation, promoted sustainable development (4) enhanced rapidly development by motion of marketing and R&D (5) prepared fully for future development of the Company. III. Investment of the Company (I)Main equity investment No enternal investment occurred in this period from the Company. 14 (II)Application of raised proceeds In the report period, the Company neither raised proceeds, nor did proceeds which were raised in previous periods last to use in this report period Section VI. Significant Events I. Corporation governance In the report period, according to the requirements of Company Law, Securities Law and Governing Structure Principle of Listed Company and other relevant laws and regulations, the Company continuously perfected the governance structure, standardizes operation, strengthened management work of information disclosure and established modern enterprise system. At present, each governance system of the Company is basically perfected with a standardized operation, and legal person governance structure is perfect, which accorded with the requirement of normal document on listed company issued by CSRC. Within the period, as one of the 26 pilot enterprises for internal control implementation in Shenzhen areas, Accord Pharmaceutical stick to requirement from CSRC together with needs from self-development and management, the Company perfomed the standardization for internal control totally. Document of management regulations and manual of self-evaluation of the Company were revised by systermatically placing potential risks in operating. Under the guidance from professional consultancy, the Company completed a simulation assessment on 1779 controlling points for internal control within five companies of Shenzhen Accord(the Company), Sinopharm Guangzhou, Zhijun Pharmaceutical, Sinipharm Nanning and Zhijun Wangqing in June. In process of assessment, problems that have been found were been perfected and improved. The optimization and perfection on system procedures/system documents for internal control together with the construction for self-evaluation system guarantee a stable and efficiency quality in operating while higher the ability of risk prevention. II. Profit Distribution Plan and Its Implementation The Distribution Plan for 2010 was deliberated and approved by Genral Shareholders’ Meeting of 2010 dated 28th April 2011. Calculated on total 288,149,400 shares of the Company issued, distributed cash dividend of 1.20 yuan (before tax) for every 10 shares to all shareholders. The profit distribution was completed on 20 June 2011 with cash dividend of 34,577,928.00 yuan distributed actually in totall. III. Material Lawsuits and Arbitrations In the report period, there existed neither significant lawsuits, arbitrations involved with the Company nor any material lawsuits, arbitrations occurred in previous periods and lasted into the report period. IV. Daily related transactions The related transaction occurred when the Company purchases and sells goods: 1. As to the subsidiaries where existed controlling relationship and which were brought into consolidated scope pf accounting statements of the Company, the transactions between them and the ones occurred between parent company and subsidiary have been offset. 2. Purchasing goods from the related parties: Unit: RMB Amount in this Amount in the same period Name of related parties period of last year SINOPHARM GROUP CO., LTD. 482,405,743.00 410,542,658.60 China National Medicines Corporation Ltd. 85,103,173.12 66,174,479.55 15 Amount in this Amount in the same period Name of related parties period of last year Sinopharm Distribution Center Co., Ltd. 44,704,255.95 91,574,957.49 Sino-Swed Pharmaceutical Corp. Ltd. 32,848,388.57 29,383,554.14 Wanle Medical 16,929,822.33 12,323,967.67 Guangdong South China National Pharmaceutical 12,431,866.06 47,307,288.33 Foreign Trade Co., Ltd. Shanxi Weiqida Pharmaceutical Co., Ltd. 10,059,829.05 - Foshan Nanhai New Drugs &Special Drugs Co., 7,678,827.22 - Ltd. Jiangsu Wanbang Medicine Marketing Co., Ltd. 6,577,760.52 4,363,649.57 Chengdu Rongsheng Pharmaceuticals Limited 6,165,564.15 69,743.59 Liability Co., Qinghai Pharmaceutical Group Co., Ltd. 6,075,384.62 4,050,256.43 Union China National Medical Equipment Corp. 3,320,995.53 2,040,268.75 Chongqing Haysman Pharmaceutical Limited 1,415,116.59 Liability Co., 2,871,577.04 Chongqing Yaoyou Pharmaceutical Limited 2,035,925.47 1,695,838.48 Liability Co., Sinopharm Beijing Co., Ltd. 1,988,649.55 3,297,802.44 Sinopharm Guizhou Co., Ltd. 1,712,877.82 - Guangxi Zhuang Autonomous Region Huahong - Pharmaceutical Co., Ltd. 1,482,203.77 Sinopharm Fujian Co., Ltd. 1,013,784.92 - Sinopharm Anhui Co., Ltd. 970,025.22 - Guangdong Dongfang Uptodate & Special 822,378.11 4,953,338.18 Medicines Co., Ltd. Shanghai Zhaohui Pharmaceutical Co., Ltd. 570,811.00 381,896.24 Sinopharm Logistics Co., Ltd. 493,143.14 449,463.19 Yunnan TCM Co., Ltd. 382,300.88 - Guilin Nanyao Pharmaceutical Co., Ltd. 361,945.48 117,018.76 Sinopharm Chemical Reagent Suzhou Co., Ltd. 246,401.71 436,932.92 Guilin Huagui Sinopharm Associated Co., 231,858.48 Sinopharm Merro (Dalian) Co., Ltd. 219,469.22 - Sinopharm Chemical Reagent Co., Ltd. 201,043.42 175,864.10 Sinopharm Zhangzhou Co., Ltd. 150,769.24 - Shanghai Sailun Bio-technology Co., Ltd. - 139,957.41 Guangxi Zhuang Autonomous Region Huahong Pharmaceutical Co., Ltd. 133,485.82 15,932.65 Handan Moluodan Pharmaceutical Co., Ltd. 100,366.66 31,241.68 Shanghai Shyndec Pharmaceutical Co., Ltd. 93,090.96 Guangxi Wuzhou Huawu TCM Co., Ltd. 49,600.00 - 16 Amount in this Amount in the same period Name of related parties period of last year Sinopharm Hainan Co., Ltd. 40,361.56 - Foshan Nanhai Medicine Co., Ltd. 21,290.36 - Shenyang Hongqi Pharmaceutical Co., Ltd. 19,371.37 China National Medical Corporation Equipment 14,973.85 19,748.37 Co., Ltd. China Otsuka Pharmaceutical Co., Ltd. 14,112.83 Yichang Humanwell Pharmaceutical Co., Ltd. 9,398.29 8,528.21 China National Pharmaceutical Foreign Trade 9,371.68 5,382.42 Corp. Sichuan Jiangyou Zhongbafuzi Technology 9,241.23 190,924.77 Development.Co., Ltd. China National Medicines Guorui Pharmaceutical 4,717.96 - Co., Ltd. Sinopharm Hunan Co., Ltd. 4,358.97 - Shanghai Institure of Pharmaceutical Industry Co., Ltd. 2,564.10 427.35 China National Pharmaceutical Industry Corp. 1.37 360,035.85 Sinopharm Beijing Kang Chen Biological Pharmacutical Co., - 214,358.97 Ltd. Sino TCM - 2,635,870.94 Sinopharm Qianjing Oral Technology (Beijing) - 8,923.08 Co., Ltd. China National Uptodate & Special Medicines Co., - 22,222.22 Ltd. China National Baida Pharmaceutical Co, Ltd. - 1,500,598.30 China National SouthwestPharmaceutical Co., Ltd. -15.50 546,489.34 Sinopharm Tianjing Co., Ltd. -44.90 - Guangdong Accord Pharmaceutical Co., Ltd. -420.51 480,111.43 Guangdong Tianliang Medicine Co., Ltd. -1,021.13 -2,824.62 Sinopharm Jiangsu Co., Ltd. -3,661.53 - Sinopharm Beijing Huahong Co., Ltd. -9,241.23 - Total 730,708,634.21 686,792,065.98 [Note]: The selling price is confirmed according to the market price. Till Jun. 30, 2011, the total amount that the Company sold to its related parties took 40.59% of the limits granted by the general shareholders’ meeting held at year begin. 3. Goods sold to related parties: Unit: RMB Amount in this Amount in the same period Name of related parties period of last year Sinopharm Hunan Co., Ltd. 50,878,689.48 39,832,046.00 Sinopharm Hubei Co., Ltd. 45,530,710.17 45,165,657.00 Chongqing Yaoyou Pharmaceutical Limited 43,459,829.31 32,463,247.77 17 Amount in this Amount in the same period Name of related parties period of last year Liability Co., Guangdong Accord Drug Store Co., Ltd. 43,181,782.60 50,470,054.22 Sinopharm Beijing Co., Ltd. 37,163,184.52 34,258,978.62 Foshan Nanhai New Drugs &Special Drugs Co., 32,371,341.13 - Ltd. China National SouthwestPharmaceutical Co., Ltd. 31,872,690.08 36,560,858.55 Sinopharm Shenyang Co., Ltd. 31,119,263.02 76,992,166.34 Zhejiang Yingte Pharmaceutical Limited Liability 29,799,524.36 33,193,256.53 Co., Sinophar (Tianjing) Oriental Bokang Medicine Co., 29,392,545.35 14,720,203.42 Ltd. Sinopharm Tianjing Co., Ltd. 27,550,346.55 29,335,468.07 Sinopharm Group Co., Ltd 25,671,318.45 12,288,478.50 Sinopharm Hebei Medicine Co., Ltd. 22,796,569.41 439,666.67 Guangxi Accord Pharmaceutical Chain Co.,Ltd. 21,509,468.96 13,233,931.76 Sinopharm Beijing Huahong Co., Ltd. 21,242,420.68 12,014,611.13 China National Xinjiang Uptodate&Special 16,107,057.43 14,533,884.80 Medicines Co., ltd. Sinopharm Hainan Co., Ltd. 14,573,642.20 17,435,235.51 Foshan Nanhai Medicine Co., Ltd. 13,885,143.27 11,410.26 Sinopharm Yunnan Co., Ltd 13,666,728.60 9,694,300.25 Sinopharm Zhejiang Co., Ltd 12,279,765.03 2,658,191.60 Xinjiang Uptodate&Special West Medicine 12,222,576.15 10,169,660.19 sLimited Liability Co., Sinopharm Ningxia Co., Ltd 10,159,836.64 4,810,646.30 Guangdong Dongfang New Drugs& Special Drugs 9,552,984.65 5,023,571.69 Co., Sinopharm Jiangsu Co., Ltd 8,617,821.93 6,222,219.03 Sinopharm Henan Co., Ltd 8,457,904.34 9,390,207.07 Sinopharm Fujian Co., Ltd 7,036,241.86 8,798,711.08 Sinopharm Gangsu Co., Ltd 6,790,236.57 559,063.76 Sinopharm Shangxi Co., Ltd 6,550,615.82 4,117,163.66 Sinopharm Guizhou Co., Ltd 6,007,586.31 279,551.28 Sinopharm Shanxi Co., Ltd 5,883,448.75 5,264,302.90 Wenzhou Biological Medicine Equipment 4,749,817.53 - Supplying Co., ltd. Guangzhou Accord Pharmaceutical Chain Co., Ltd. 4,743,001.07 2,590,559.61 Sinopharm Shandong Co., Ltd 4,574,001.01 3,389,699.08 Shanxi Weiqida Pharmaceutical Co., ltd. 4,306,666.67 - 18 Amount in this Amount in the same period Name of related parties period of last year Sinopharm Logistics Co., Ltd. 3,328,759.17 2,159,612.95 Sinopharm Chongqing Co., Ltd 3,133,951.05 - Sichuan Hexin Pharmaceutical Limited Liability 2,492,731.63 2,274,890.60 Co., Sinopharm Inner Mongolia Co., Ltd 2,400,974.22 809,438.82 Sinopharm Fuzhou Co., Ltd 2,314,222.39 126,078.12 Sinopharm Mianzhou Co., Ltd 2,295,682.66 - China National Medicines Corporation Ltd. 2,281,895.47 4,302,247.12 Sinopharm Jiling Co., Ltd 2,119,265.94 - Sinopharm Guoda Drug Stores Co., Ltd. 1,597,271.88 1,741,789.32 Jiangsu Rundong Medicine Co., ltd. 1,515,730.05 302,118.80 Sinopharm Suzhou Co., Ltd 1,370,447.69 924,023.93 Guangdong South China National Pharmaceutical 1,145,944.66 787,588.06 Foreign Trade Co., Ltd. Sinopharm Wuxi Co., Ltd 1,104,686.00 - Chinese and Western Medicine Branch of 1,102,883.74 - Sinopharm Jiangsu Co., ltd. Sinopharm Heilongjiang Co., Ltd 1,096,112.21 - Sinopharm Zhangzhou Co., Ltd 1,000,504.05 - Sinopharm Tianjing North Medicine Co., Ltd 855,842.80 264,148.72 Sinopharm Jiangxi Co., Ltd 749,689.48 745,219.17 Trade Branch of Sinopharm Lerentang 609,978.82 - Phrmaceutical Co., Ltd. Shanghai Zhaohui Pharmaceutical Co., Ltd. 453,846.15 17,094.02 Sinopharm Anhui Co., Ltd 2,187,163.80 450,586.51 Sinopharm Xinyu Co., Ltd 354,523.08 - Sinopharm Taizhou Co., Ltd 340,002.46 - Sinopharm Merro (Dalian) Co., Ltd 329,954.46 - Dalian Branch of Sinopharm Shenyang Co., Ltd 304,504.27 813,863.24 Zhejiang Wenling Medicine Materials Co.,Ltd. 294,027.09 253,213.68 Sinopharm Nanjing Co., Ltd 288,944.65 91,897.44 Sinopharm Merro (Dalian) Co., Ltd 215,381.05 - Tanshang Branch of Sinopharm Hebei Co,Ltd. 146,504.49 - Sinopharm Yancheng Co., Ltd 139,829.06 - Sinopharm Linyi Co., Ltd 134,974.36 - Sinopharm Longyan Co., Ltd 120,546.39 - Guangxi Wuzhou Huawu TCM Co., Ltd.广 92,461.03 40,160.09 19 Amount in this Amount in the same period Name of related parties period of last year Fujian Huiyuan Pharmaceutical Co., Ltd. 53,101.54 - Sinopharm Putian Co., Ltd 43,954.07 - Sinopharm Lishui Co., Ltd 36,883.98 37,005.13 Sinopharm Anqing Co., Ltd 29,804.95 29,504.27 Sinopharm Zhenjiang Co., Ltd 10,721.02 - Sinopharm Yantai Co., Ltd 8,617.95 - Sinopharm Suzhou Bo’ai Medicine Co, ltd 5,487.18 - Guilin Huagui Sinopharm Associated Co., 5,102.57 Sinopharm Jinzhou Co., Ltd 2,358.98 - Sinopharm Hebei Co., Ltd - 2,014,432.48 Inner Mongolia Branch of Sinopharm Tianjing Co., - 1,215,387.54 Ltd. Sino TCM 370,461.54 Shenzhen Accord Medicine Chain Co., Ltd. - 1,509,727.40 Ningxia Guoda Drug Store Chain Co., Ltd. - 12,393.18 Changchun Branch of Sinopharm Shenyang Co., 12,000.00 Ltd. Shanghai Sinopharm TCM Co., Ltd. - 797,102.56 Sinopharm Hubei Yibao Co., Ltd - 3,461,335.95 China National Medicines Guorui Pharmaceutical - 631,470.09 Co., Ltd. China National Baida Pharmaceutical Co, Ltd. - 23,504.27 Guangxi Guoda Drug Store Chain Co., Ltd. - 6,035,750.12 Total 700,083,451.11 569,907,625.07 [Note]: The selling price is confirmed according to the market price. Till June 30, 2011, the total amount that the Company sold to its related parties took 46.67% of the limits granted by the shareholders’ general meeting held at year begin. V. Significant contract and its implementation (I) Events of entrusted, contract and leasing In the Period, there was no substantive entrust, contract or lease of other companys’ assets by the Company or otherwise and no the abovementioned events that last from previously period to this reprot perood. (II) Significant guarantees Unit: RMB’0000 Particulars about the external guarantee of the Company (Barring the guarantee for the controlling subsidiaries) Name of the Related Guarant Date of Actuall Guarant Complete Guarant Guarantee term Company Announcem ee limit happenin y ee type implementat ee for 20 guaranteed ent g (Date guarant ion or not related disclosure of ee party day and No. signing amount (Yes or of the agreeme no) guarantee nt) amount. Shenzhen Accord 2010-3-23 37,500. 2010-06- 13,002. Guarant 2010.06.21-2011. Pharmaceut Not Yes 2010-07 00 21 62 ee 06.21 ical Co., Ltd. Shenzhen Accord 2011-3-22 10,000. 2011-06- 3,100.5 Guarant 2011.06.02-2012. Pharmaceut Not Yes 2011-05 00 02 0 ee 06.01 ical Co., Ltd. Shenzhen Accord 2010-8-18 15,000. 2011-01- Guarant 2011.01.10-2012. Pharmaceut 962.45 Not Yes 2010-22 00 10 ee 01.10 ical Co., Ltd. Shenzhen Accord 2010-8-18 10,000. 2011-02- 5,603.3 Guarant 2011.02.21-2012. Pharmaceut Not Yes 2010-22 00 21 1 ee 02.21 ical Co., Ltd. Shenzhen Zhijun 2010-3-23 3,250.0 2010-08- Guarant 2010.08.25-2011. Pharmaceut 0.00 Not Yes 2010-07 0 25 ee 08.24 ical Trade Co., Ltd. Shenzhen Zhijun 2010-8-18 2,500.0 2010-09- Guarant 2010.09.16-2011. Pharmaceut 961.87 Not Yes 2010-22 0 16 ee 09.16 ical Trade Co., Ltd. Total actual external Total external guarantee guarantee amount amount approved in 35,000.00 29,756.26 approved in reporting reporting period(A1) period(A2) Total actual balance of Total external guarantee external guarantee amount approved at the end 78,250.00 amount approved at the 23,630.75 of reporting period(A3) end of reporting period(A4) Guarantee of the Company for its subsidiaries Related Date of Guarant Announcem happenin Actuall ee for Name of the ent g (Date y Complete Guarant Guarant related Company disclosure of guarant Guarantee term implementat ee limit ee type party guaranteed day and No. signing ee ion or not (Yes of the agreeme amount /No) guarantee nt) 21 amount Shenzhen Zhijun 2010-8-18 10,000. 2011-02- 6,698.8 Guarant 2011.2.21-2012.2. Pharmaceut Not Yes 2010-22 00 21 2 ee 21 ical Co., Ltd. Shenzhen Zhijun 2011-3-22 5,000.0 2011-05- 3,831.3 Guarant 2011.5.23-2012.2. Pharmaceut Not Yes 2011-05 0 23 3 ee 21 ical Co., Ltd. Shenzhen Zhijun 2011-3-22 10,000. 2011-06- 2,872.7 Guarant 2011.6.02-2012.6. Pharmaceut Not Yes 2011-05 00 02 5 ee 01 ical Co., Ltd. Shenzhen Zhijun 2011-3-22 8,000.0 2011-06- Guarant 2011.6.22-2012.3. Pharmaceut 301.73 Not Yes 2011-05 0 22 ee 21 ical Co., Ltd. Suzhou Zhijun Wanqing 2010-3-23 6,000.0 2010-04- 6,000.0 Guarant 2010.04.23-2011. Not Yes Pharmaceut 2010-07 0 23 0 ee 04.22 ical Co., Ltd. Suzhou Zhijun Wanqing 2010-8-18 5,000.0 2011-02- Guarant 2011.02.21-2012. 0.00 Not Yes Pharmaceut 2010-22 0 21 ee 02.21 ical Co., Ltd. Suzhou Zhijun Wanqing 2010-3-23 6,000.0 2010-07- 6,000.0 Guarant 2010.07.19-2011. Not Yes Pharmaceut 2010-07 0 19 0 ee 12.31 ical Co., Ltd. Suzhou Zhijun Wanqing 2010-3-23 6,000.0 2010-08- 6,000.0 Guarant 2010.08.01-2013. Not Yes Pharmaceut 2010-07 0 01 0 ee 08.01 ical Co., Ltd. Suzhou Zhijun Wanqing 2011-3-22 10,000. 2011-05- 4,459.0 Guarant 2011.05.06-2012. Not Yes Pharmaceut 2011-05 00 06 0 ee 05.06 ical Co., Ltd. Shenzhen 2010-7-20 3,000.0 2010-07- 1,500.0 Guarant 2010.7.27-2011.7. Not Yes Yanfeng 2010-18 0 27 0 ee 27 22 Medical ical Co., Ltd. Shenzhen Yanfeng 2011-3-22 2,000.0 2011-06- 1,024.0 Guarant 2011.6.22-2012.6. Medical Not Yes 2011-05 0 22 0 ee 06 ical Co., Ltd. Sinopharm 2011-3-22 32,500. 2011-04- 20,773. Guarant 2011.4.28-2012.4. Guangzhou Not Yes 2011-05 00 28 00 ee 28 Co., Ltd. Guangdong Yuexin 2011-3-22 3,500.0 2011-04- 1,878.0 Guarant 2011.4.28-2012.4. Not Yes Medicine 2011-05 0 28 0 ee 28 Co., Ltd. Sinopharm 2010-3-18 10,000. 2010-09- 7,808.0 Guarant 2010.9.17-2011.9. Guangzhou Not Yes 2010-22 00 17 0 ee 16 Co., Ltd. Sinopharm 2011-3-22 25,000. 2011-04- 24,510. Guarant 2011.4.28-2012.4. Guangzhou Not Yes 2011-05 00 28 00 ee 28 Co., Ltd. Sinopharm 2010-8-18 10,000. 2010-11- Guarant 2010.11.23-2011.1 Guangzhou 0.00 Not Yes 2010-22 00 23 ee 1.22 Co., Ltd. Sinopharm 2010-3-18 10,000. 2010-11- 3,878.0 Guarant 2010.11.5-2011.11 Guangzhou Not Yes 2010-22 00 05 0 ee .4 Co., Ltd. Sinopharm 2011-3-22 60,000. 2011-04- 32,196. Guarant 2011.4.28-2012.3. Guangzhou Not Yes 2011-05 00 28 00 ee 8 Co., Ltd. Sinopharm 2011-3-22 10,000. 2011-05- 8,998.0 Guarant 2011.5.27-2012.5. Guangzhou Not Yes 2011-05 00 27 0 ee 27 Co., Ltd. Sinopharm 2010-8-18 5,000.0 2010-10- Guarant 2010.10.26-2011. Guangzhou 250.00 Not Yes 2010-22 0 26 ee 10.25 Co., Ltd. Guangxi Sinopharm 2010-12-09 10,000. 2011-01- 3,384.3 Guarant 2011.1.17-2014.1. Not Yes Logistic 2010-35 00 17 1 ee 17 Co., Ltd. Sinopharm 2010-8-18 5,000.0 2011-02- 3,399.1 Guarant 2011.2.21-2012.2. Nanning Not Yes 2010-22 0 21 7 ee 21 Co., Ltd. Sinopharm 2011-3-22 10,000. 2011-04- 9,579.5 Guarant 2011.4.28-2012.4. Nanning Not Yes 2011-05 00 28 0 ee 28 Co., Ltd. Sinopharm 2010-8-18 2,650.0 2011-01- 2,641.6 Guarant 2011.1.17-2012.1. Nanning Not Yes 2010-22 0 17 8 ee 17 Co., Ltd. Sinopharm 2010-8-18 5,000.0 2011-02- 3,495.3 Guarant 2011-2-21-2012-2 Liuzhou Not Yes 2010-22 0 21 8 ee -21 Co., Ltd. 23 Sinopharm 2010-12-09 5,000.0 2011-01- 2,132.9 Guarant 2011-1-1-2012-1- Liuzhou Not Yes 2010-35 0 01 4 ee 1 Co., Ltd. Total of actual Total of guarantee for guarantee for subsidiaries approved in the 218,650.00 259,408.89 subsidiaries in the Period (B1) Period (B2) Total of actual Total of guarantee for guarantee for subsidiaries approved at 274,650.00 163,611.61 subsidiaries at Period-end (B3) Period-end (B4) Total of Company’s guarantee(namely total of the large two aforementioned) Total of actual Total of guarantee approved 253,650.00 guarantee in the Period 289,165.15 in the Period (A1+B1) (A2+B2) Total of guarantee approved Total of actual at Period-end 352,900.00 guarantee at Period-end 187,242.36 (A3+B3) (A4+B4) The proportion of the total amount of actually guarantee in the net assets of the Company(that is 158.04% A4+ B4) Including: Amount of guarantee for shareholders, actual 0.00 controller and its associated parties(C) The debts guarantee amount provided for the guaranteed parties whose assets-liability ratio 147,382.98 exceed 70% directly or indirectly(D) Proportion of total amount of guarantee in net 123,921.22 assets of the Company exceed 50%(E) Total guarantee amount of the abovementioned 271,304.20 guarantees(C+D+E) Explanations on possibly bearing joint and several liquidating responsibilities for undue N/A guarantees (III) Related financial claims and liabilities Unit: RMB’0000 Funds offered to the listed Funds offered to related parties company by related parties Related parties Amount Amount Balance Balance occurred occurred Notes receivable (debt) 19,778.33 1,726.40 - - Accounts receivable (debt) 79,185.63 24,596.24 - - Other accounts receivable 121.50 - - (debt) Account paid in 15,172.91 1,961.29 - - advance(debt) Notes payable(credit) - - 40,336.61 19,533.99 Account payable(credit) - - 172,133.28 26,001.91 24 Other account - - 1.23 841.34 payable(credic) Account received in - - 7.24 - advance(credit) Total 114,136.87 28,405.43 212,478.36 46,377.24 (IV) Entrustment of cash assets management In the report period, the Company did not entrust others with cash assets management, nor had it done so in previous periods and lasted into the report period. (V) Other significant contract There are no other significant contracts in this report period. VI. Certified Public Accountants engaged by the Company The 23rd Meeting of 5th Session of the Bord re-appointed Pricewaterhouse Zhongtian CPA Company Limited as the auditing institurion for 2011 of the Company dated 18th March 2011. The re-appointment event has been approved by voting from the General Shareholders’ Meeting of 2010 dated 28th April 2011. VII. Registration form for receiving research, communication and interview in the report period. Information discussed Date Place Way Subject received and provided China Zheshang Securities, Little dolphin investment, Toyo Knowing about the Accord Spot Securities, Hang Seng reform development on 2011-5-19 Pharm investigati Investment, Zenda medical industry without building on Investment, Cowin profile provided Investment, Huatai Investment and Yuanhao Investment VIII. The financial report of the semi-annual report of the Company is not audited. IX. In the report period, neither the Company nor the Board or its directors, supervisory committee and supervisors have been inspected by the CSRC, nor have received any administrative punishments or circulating criticism, nor have them been publicly criticized by Shenzhen Stock Exchange. X. Special explanation and independent opinion on capital occupation of related parties and external guarantee of the Company issued by independent directors According to the Notice on Standardizing Current Account Between Listed Company and Related Parties and External Guarantee of Listed Company (ZJF No. 56 (2003)) issued by the CSRC, as the independent directors of Shenzhen Accord Pharmaceutical Co., Ltd., we made careful inspection on the Company’s capital occupied by the controlling shareholders and related parties and the Company’s external guarantee. There comes the following explanation: Till recently, no controlling shareholders or related parties occupied capital of the Company; the Company has not provided any guarantee for controlling shareholder and its related parties, joint stock company which the Company holds less than 50% equities and any non-legal person unit or individual; controlling shareholder and other related parties also have not forced the Company to offer guarantee for others. XI. Particular about the shareholders who hold higher than 5% equities of the Company adding 25 restricted shares commitment in 2010 There is no shareholder who hold higher than 5% equities of the Company adding restricted shares commitment in 2010. XII. Index for information notice on significant events In the report period, notices were disclosed on Securities Times, Hong Kong Commercial Daily, Shenzhen Stock Exchange website http://www.szse.cn and Juchao website http://www.cninfo.com.cn.: 1. “Notice of Credit Application and Gaurantee Offered to Ping’An Bank” was released on 19 Feburary 2011; 2. The “Resolution of 23rd Meeting of 5th Session of the Board”, “Resolution of 20th Meeting of 5th Session of Supervisory”,’Auditing Report for 2010”, “Notice of Convening the Genral Shareholders’ Meeting of 2010”, “Daily Related Transactions with Related Parties from the Company and its Subordinated Enterprises”, “Aplication of Comprehensive Credit Limit and Arrangement of Guarantees to Bank for 2011”,”Implementation Plan for ‘Basic Regulations of Internal Control for Enterprise’”, “Summary of Annual Report 2010”, “Social Responsibility Report for Enterprises 2010”, “Specific Report on Capital Occupation from Controlling Shareholdres and Other Related Parties” and “Self-Evaluation Report for Internal Control 2010” were released on 22 March 2011; 3. The “Resolution of Genral Shareholdres’ Meeting of 2010”, “Law Opinions on Genral Shareholders’ Meeting of 2010”, “First Quarterly Report of 2011”, “Resolution of 1st Meeting of 6th Session of the Board”, “Resolution of 1st Meeting of 6th Session Supervisory” and “ Election of Staff Supervisor for 6th Session of Supervisory” were released on 29 April 2011; 4. The “Production of Sterile Cephalosporin Formulation Obtained EU GMP Certificate by Shenzhen Zhijun Pharmaceutical Co., Ltd.” was released on 13 May 2011; 5. The “Bonus Distribution for 2010” was released on 9 June 2011. Section VII. Financial Report (Un-audited) Balance Sheet Prepared by: Shenzhen Accord Pharmaceutical Co., Ltd. 30 June 2011 Unit: RMB Amount at period-end Amount at year-begin Items Merger Parent Company Merger Parent Company Current assets: Monetary funds 897,418,214.29 239,018,666.86 711,789,775.66 135,498,819.87 Settlement provisions Capital lent Transaction finance asset Notes receivable 403,711,972.28 1,521,625.83 369,169,030.47 5,038,459.89 Accounts receivable 3,269,832,618.47 269,208,987.83 2,866,825,102.78 282,597,465.23 Accounts paid in 81,612,485.56 1,015,137.01 101,806,030.92 3,798,560.90 advance Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 38,981,013.19 575,075,263.73 43,110,999.74 557,324,957.67 Purchase restituted finance asset 26 Inventories 1,189,106,704.59 117,229,773.10 1,156,329,658.80 117,829,120.30 Non-current asset due within one year Other current assets Total current assets 5,880,663,008.38 1,203,069,454.36 5,249,030,598.37 1,102,087,383.86 Non-current assets: Granted loans and advances Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity 80,490,540.36 1,317,217,954.45 85,275,251.06 1,272,402,665.15 investment Investment property 84,086,807.90 11,312,185.46 87,293,333.76 12,033,619.61 Fixed assets 487,026,796.41 34,083,364.25 492,557,743.43 35,677,614.01 Construction in 152,426,305.53 253,886.24 108,301,338.12 253,886.24 progress Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 121,390,186.96 28,286,592.40 129,175,366.09 28,837,698.02 Expense on Research and 2,859,318.40 2,580,662.85 Development Goodwill 53,555,677.09 53,555,677.09 Long-term expenses 22,294,306.46 9,288,440.60 19,811,611.24 9,161,222.49 to be apportioned Deferred income tax 32,987,218.17 3,293,617.54 31,083,592.24 2,958,699.75 asset Other non-current 50,289,370.04 48,127,831.56 0.00 asset Total non-current asset 1,087,406,527.32 1,403,736,040.94 1,057,762,407.44 1,361,325,405.27 Total assets 6,968,069,535.70 2,606,805,495.30 6,306,793,005.81 2,463,412,789.13 Current liabilities: Short-term loans 1,398,097,986.10 449,135,820.68 975,475,884.21 349,183,556.07 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable 1,145,184,513.55 113,133,409.97 1,448,622,490.72 227,394,114.09 Accounts payable 2,315,122,567.54 307,090,211.20 2,003,566,517.62 238,636,669.29 Accounts received 70,303,352.64 157,930.54 100,322,387.21 48,490.62 27 in advance Selling financial asset of repurchase Commission charge and commission payable Wage payable 115,421,824.26 23,540,448.53 127,191,717.25 22,612,110.63 Taxes payable 58,157,034.36 4,677,931.82 39,720,311.72 2,957,612.62 Interest payable 6,281,609.97 727,533.83 2,122,314.90 596,047.97 Dividend payable Other accounts 404,953,733.21 763,937,077.21 345,011,293.80 874,380,433.82 payable Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within 1 year Other current liabilities Total current liabilities 5,513,522,621.63 1,662,400,363.78 5,042,032,917.43 1,715,809,035.11 Non-current liabilities: Long-term loans 78,842,900.00 30,000,000.00 Bonds payable Long-term account 38,157.00 40,777.80 payable Special accounts 4,755,000.00 1,320,000.00 4,755,000.00 1,320,000.00 payable Projected liabilities Deferred income tax 21,582,302.16 3,773,319.00 22,709,093.70 3,773,319.00 liabilities Other non-current 82,905,678.43 75,809,855.74 liabilities Total non-current 188,124,037.59 5,093,319.00 133,314,727.24 5,093,319.00 liabilities Total liabilities 5,701,646,659.22 1,667,493,682.78 5,175,347,644.67 1,720,902,354.11 Owner’s equity (or shareholders’ equity): Paid-in capital (or share 288,149,400.00 288,149,400.00 288,149,400.00 288,149,400.00 capital) Capital public 5,030,338.57 13,828,726.93 5,030,338.57 13,828,726.93 reserve Less: Inventory shares Reasonable reserve Surplus public 39,981,268.55 39,981,268.55 39,981,268.55 39,981,268.55 reserve Provision of general 28 risk Retained profit 851,597,818.25 597,352,417.04 719,209,302.41 400,551,039.54 Balance difference of foreign currency translation Total owner’s equity attributable to parent 1,184,758,825.37 939,311,812.52 1,052,370,309.53 742,510,435.02 company Minority interests 81,664,051.11 79,075,051.61 Total owner’s equity 1,266,422,876.48 939,311,812.52 1,131,445,361.14 742,510,435.02 Total liabilities and 6,968,069,535.70 2,606,805,495.30 6,306,793,005.81 2,463,412,789.13 owner’s equity Profit Statement Prepared by: Shenzhen Accord Pharmaceutical Co., Ltd. January-June 2011 Unit: RMB Amount in this period Amount in last period Items Parent Parent Merger Merger Company Company I. Total operating income 7,195,372,417.76 946,753,432.44 6,236,827,518.97 878,820,036.10 Including: Operating 7,195,372,417.76 946,753,432.44 6,236,827,518.97 878,820,036.10 income Interest income Insurance gained Commission charge and commission income II. Total operating cost 7,005,263,087.13 964,426,740.52 6,091,707,951.68 893,063,499.98 Including: Operating cost 6,519,740,305.91 901,521,599.01 5,675,835,391.28 837,870,829.36 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 15,599,011.72 1,912,151.45 8,744,582.00 510,783.37 extras Sales expenses 239,802,366.07 24,588,975.59 209,616,985.00 24,267,048.59 29 Administration 162,839,045.95 19,332,279.73 144,846,050.40 23,236,060.60 expenses Financial expenses 61,406,706.29 16,818,820.34 37,353,311.44 9,264,750.17 Losses of 5,875,651.19 252,914.40 15,311,631.56 -2,085,972.11 devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income 12,810,289.30 247,870,767.97 11,304,713.89 227,429,131.22 (Loss is listed with “-”) Including: Investment income on 12,810,289.30 12,810,289.30 11,263,472.59 9,251,229.08 affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit 202,919,619.93 230,197,459.89 156,424,281.18 213,185,667.34 (Loss is listed with “-”) Add: Non-operating 15,015,410.03 2,582,378.11 8,708,512.00 904,633.10 income Less: Non-operating 217,194.52 847,542.62 1,800.00 expense Including: Disposal 70,253.22 471,610.41 loss of non-current asset IV. Total Profit (Loss is 217,717,835.44 232,779,838.00 164,285,250.56 214,088,500.44 listed with “-”) Less: Income tax 49,992,392.10 3,230,532.50 41,320,797.05 1,638,783.46 expense V. Net profit (Net loss is 167,725,443.34 229,549,305.50 122,964,453.51 212,449,716.98 listed with “-”) Net profit attributable to owner’s of 165,136,443.84 229,549,305.50 119,387,096.38 212,449,716.98 parent company Minority shareholders’ 2,588,999.50 3,577,357.13 gains and losses VI. Earnings per share: i. Basic earnings per 0.57 0.41 share ii. Diluted earnings per 0.57 0.41 share VII. Other consolidated income VIII. Total consolidated 167,725,443.34 229,549,305.50 122,964,453.51 212,449,716.98 income Total consolidated income attributable to 165,136,443.84 229,549,305.50 119,387,096.38 212,449,716.98 owners of parent company Total consolidated income attributable to 2,588,999.50 3,577,357.13 minority shareholders The merger realized net profit RMB 0.00 before consolidation during enterprises consolidation under a 30 same control. Cash Flow Statement Prepared by: Shenzhen Accord Pharmaceutical Co., Ltd. January-June 2011 Unit: RMB Amount in this period Amount in last period Items Merger Parent Company Merger Parent Company I. Cash flows arising from operating activities: Cash received from selling commodities and 7,001,828,479.57 1,054,596,424.06 6,253,528,825.97 950,771,563.38 providing labor 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 disposal of transaction financial asset Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax 738,150.65 687,076.01 received Other cash received concerning operating 56,445,783.26 9,195,945.98 94,922,570.21 19,063,545.41 activities Subtotal of cash inflow arising from operating 7,059,012,413.48 1,063,792,370.04 6,349,138,472.19 969,835,108.79 activities Cash paid for purchasing commodities and 6,399,334,127.53 1,039,422,432.86 5,605,184,676.87 794,080,168.78 receiving labor 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 31 Cash paid to/for staff 220,938,322.53 23,901,254.31 193,531,166.23 16,118,524.94 and workers Taxes paid 176,188,320.99 14,283,145.46 139,116,438.02 12,587,965.84 Other cash paid concerning operating 154,874,560.67 26,247,197.21 201,145,624.57 45,606,788.37 activities Subtotal of cash outflow arising from operating 6,951,335,331.72 1,103,854,029.84 6,138,977,905.69 868,393,447.93 activities Net cash flows arising 107,677,081.76 -40,061,659.80 210,160,566.50 101,441,660.86 from operating activities II. Cash flows arising from investing activities: Cash received from 1,830,000.00 1,830,000.00 45,000,000.00 recovering investment Cash received from 17,595,000.00 88,424,879.20 32,048,822.01 investment income Net cash received from disposal of fixed, intangible 2,118,542.70 1,338,000.00 5,434,321.08 800.00 and other long-term assets Net cash received from disposal of subsidiaries and 325,415.00 other units Other cash received concerning investing 2,095,500.00 171,500,000.00 5,000,000.00 1,611,038.60 activities Subtotal of cash inflow 23,639,042.70 263,092,879.20 10,759,736.08 78,660,660.61 from investing activities Cash paid for purchasing fixed, intangible 83,934,660.07 3,043,716.52 85,746,142.82 467,045.37 and other long-term assets Cash paid for 3,151,909.31 52,751,909.31 10,200,000.00 593,660,000.00 investment Net increase of mortgaged loans Net cash received from 13,693,496.50 36,186,250.63 subsidiaries and other units Other cash paid concerning investing 9,698,496.42 186,500,000.00 64,330,110.00 481,252.34 activities Subtotal of cash outflow 96,785,065.80 242,295,625.83 173,969,749.32 630,794,548.34 from investing activities Net cash flows arising -73,146,023.10 20,797,253.37 -163,210,013.24 -552,133,887.73 from investing activities III. Cash flows arising from financing activities Cash received from absorbing investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries Cash received from 576,342,900.00 330,000,000.00 1,062,035,652.93 690,000,000.00 loans Cash received from issuing bonds Other cash received concerning financing 253,511,273.99 520,373,122.79 1,130,772,148.98 activities Subtotal of cash inflow 829,854,173.99 850,373,122.79 1,062,035,652.93 1,820,772,148.98 32 from financing activities Cash paid for settling 324,940,493.30 210,000,000.00 1,027,077,912.57 727,023,220.37 debts Cash paid for dividend and profit distributing or 72,179,366.31 63,353,770.36 56,018,809.98 39,053,285.95 interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing 258,530,267.94 454,235,099.01 14,562,551.78 611,035,671.52 activities Subtotal of cash outflow 655,650,127.55 727,588,869.37 1,097,659,274.33 1,377,112,177.84 from financing activities Net cash flows arising 174,204,046.44 122,784,253.42 -35,623,621.40 443,659,971.14 from financing activities IV. Influence on cash and cash equivalents due to -546.91 -1,709.33 -1,606.51 fluctuation in exchange rate V. Net increase of cash and 208,734,558.19 103,519,846.99 11,325,222.53 -7,033,862.24 cash equivalents Add: Balance of cash and cash equivalents at the 682,875,873.18 135,498,819.87 588,405,672.15 125,541,203.80 period -begin VI. Balance of cash and cash 891,610,431.37 239,018,666.86 599,730,894.68 118,507,341.56 equivalents at the period -end 33 Consolidated Statement on Changes of Owners' Equity Prepared by: Shenzhen Accord Pharmaceutical Co., Ltd. Semi-Annual of 2011 Unit: RMB Amount in this report period Amount in last year Owners' equity attributable to the parent company Owners' equity attributable to the parent company Paid- Paid- up Total up Total Reas Gene Mino Reas Gene Mino capit Capit Less: Surpl owne capit Capit Less: Surpl owne Items onabl ral Retai rity’s onabl ral Retai rity’s al al Treas us Other rs’ al al Treas us Other rs’ e risk ned equit e risk ned equit (Shar reser ury reser s equit (Shar reser ury reser s equit reser provi profit y reser provi profit y e ves Stock ves y e ves Stock ves y ve sion ve sion capit capit al) al) 1,131 288,1 5,030 39,98 719,2 79,07 288,1 31,56 17,57 509,9 55,46 902,6 I. Balance at the end ,445, 49,40 ,338. 1,268 09,30 5,051 49,40 8,488 3,057 18,94 4,963 74,85 of last year 361.1 0.00 57 .55 2.41 .61 0.00 .40 .11 7.32 .74 6.57 4 Add: Changes of accounting policy Error correction of the last period Others 1,131 288,1 5,030 39,98 719,2 79,07 288,1 31,56 17,57 509,9 55,46 902,6 II. Balance at the ,445, 49,40 ,338. 1,268 09,30 5,051 49,40 8,488 3,057 18,94 4,963 74,85 beginning of this year 361.1 0.00 57 .55 2.41 .61 0.00 .40 .11 7.32 .74 6.57 4 III. Increase/ 132,3 2,588 134,9 -26,5 22,40 209,2 23,61 228,7 Decrease in this year 88,51 ,999. 77,51 38,14 8,211 90,35 0,087 70,50 (Decrease is listed 5.84 50 5.34 9.83 .44 5.09 .87 4.57 with'"-") (I) Net profit 165,1 2,588 167,7 261,1 3,107 264,2 34 36,44 ,999. 25,44 16,65 ,762. 24,41 3.84 50 3.34 6.70 36 9.06 (II) Other integrated income 165,1 2,588 167,7 261,1 3,107 264,2 Subtotal of (I) and (II) 36,44 ,999. 25,44 16,65 ,762. 24,41 3.84 50 3.34 6.70 36 9.06 1,830 1,830 -26,5 -603, 20,50 -6,63 (III) Owners' devoted ,000. ,000. 38,14 150.1 2,325 8,974 and decreased capital 00 00 9.83 7 .51 .49 20,50 20,50 1. Owners' devoted 2,325 2,325 capital .51 .51 2. Amount calculated into owners' equity paid in shares 1,830 1,830 -26,5 -603, -27,1 3. Others ,000. ,000. 38,14 150.1 41,30 00 00 9.83 7 0.00 -34,5 -34,5 22,40 -51,2 -28,8 (IV) Profit 77,92 77,92 8,211 23,15 14,94 distribution 8.00 8.00 .44 1.44 0.00 22,40 -22,4 1. Withdrawal of 8,211 08,21 surplus reserves .44 1.44 2. Withdrawal of general risk provisions -34,5 -34,5 -28,8 -28,8 3. Distribution for 77,92 77,92 14,94 14,94 owners (shareholders) 8.00 8.00 0.00 0.00 35 4. Others (V) Carrying forward internal owners' equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4. Others (VI) Reasonable reserve 1. Withdrawal in the report period 2. Usage in the report period (VII) Other 1,266 1,131 288,1 5,030 39,98 851,5 81,66 288,1 5,030 39,98 719,2 79,07 IV. Balance at the end ,422, ,445, 49,40 ,338. 1,268 97,81 4,051 49,40 ,338. 1,268 09,30 5,051 of the report period 876.4 361.1 0.00 57 .55 8.25 .11 0.00 57 .55 2.41 .61 8 4 36 Statement on Changes of Owners' Equity of Parent Company Prepared by: Shenzhen Accord Pharmaceutical Co., Ltd. Semi-Annual of 2011 Unit: RMB Amount in this report period Amount in last year Paid-u Paid-u Less: Surplu Provisi Less: Surplu Provisi p Capital Reason Retain Total p Capital Reason Retain Total Treasu s on of Treasu s on of Items capital reserve able ed owners capital reserve able ed owners ry reserve general ry reserve general (Share s reserve profit ’ equity (Share s reserve profit ’ equity Stock s risk Stock s risk capital) capital) 288,14 400,55 742,51 288,14 234,90 554,45 I. Balance at the end 13,828, 39,981, 13,828, 17,573, 9,400.0 1,039.5 0,435.0 9,400.0 1,348.5 2,532.6 of last year 726.93 268.55 726.93 057.11 0 4 2 0 7 1 Add: Changes of accounting policy Error correction of the last period Others 288,14 400,55 742,51 288,14 234,90 554,45 II. Balance at the 13,828, 39,981, 13,828, 17,573, 9,400.0 1,039.5 0,435.0 9,400.0 1,348.5 2,532.6 beginning of this year 726.93 268.55 726.93 057.11 0 4 2 0 7 1 III. Increase/ 196,80 196,80 165,64 188,05 Decrease in this year 22,408, 1,377.5 1,377.5 9,690.9 7,902.4 (Decrease is listed 211.44 0 0 7 1 with'"-") 229,54 229,54 224,08 224,08 (I) Net profit 9,305.5 9,305.5 2,114.4 2,114.4 0 0 1 1 (II) Other integrated 37 income 229,54 229,54 224,08 224,08 Subtotal of (I)and (II) 9,305.5 9,305.5 2,114.4 2,114.4 0 0 1 1 (III) Owners' devoted 1,830,0 1,830,0 -7,209, -7,209, and decreased capital 00.00 00.00 272.00 272.00 1. Owners' devoted capital 2. Amount calculated into owners' equity paid in shares 1,830,0 1,830,0 -7,209, -7,209, 3. Others 00.00 00.00 272.00 272.00 -34,57 -34,57 -51,22 -28,81 (IV) Profit 22,408, 7,928.0 7,928.0 3,151.4 4,940.0 distribution 211.44 0 0 4 0 -22,40 1. Withdrawal of 22,408, 8,211.4 surplus reserves 211.44 4 2.Withdrawal of general risk provision -34,57 -34,57 -28,81 -28,81 3. Distribution for 7,928.0 7,928.0 4,940.0 4,940.0 owners (shareholders) 0 0 0 0 4. Others (V) Carrying forward internal owners' equity 1. Capital reserves conversed to capital (share capital) 38 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserves 4. Others (VI) Reasonable reserve 1. Withdrawal in the report period 2. Usage in the report period (VII) Other 288,14 597,35 939,31 288,14 400,55 742,51 IV. Balance at the end 13,828, 39,981, 13,828, 39,981, 9,400.0 2,417.0 1,812.5 9,400.0 1,039.5 0,435.0 of the report period 726.93 268.55 726.93 268.55 0 4 2 0 4 2 39 I General information Shenzhen Accord Pharmaceutical Co., Ltd. (the “Company”), formerly known as Shenzhen Health Mineral Water Co., Ltd., was approved by the People’s Government of Shenzhen with SFBF (1993) No.356 document to establish on February 1, 1993 through stock restructure as a company limited by shares. In March 1993, with the approval from the Shenzhen Branch of the People’s Bank of China, the Company issued 30 million A-shares (including 16.5 million public shares, 3.5 million employee shares and 10 million corporation shares) and 20 million B-shares. After this issuance, the Company’s share capital was RMB105 million. Through transfer of capital surplus to share capital and bonus issues for years, the share capital of the Company increased to RMB288,149,400 up to December 31, 2010. The employee shares, domestic public shares and foreign public shares have all been listed on the Shenzhen Stock Exchange. In November 2000, the Company entered into an Assets Exchange Agreement with Shenzhen Investment Management Company, the original main shareholder of the Company, to exchange all the assets and liabilities of the Company as of August 31, 2000 for Shenzhen Investment Management Company’s 100% equity interests in 11 pharmaceutical companies and certain properties as well as 51% equity interests in Shenzhen Tefa Modern Computer Co., Ltd. On December 29, 2000, the above assets exchange proposal was approved by shareholder’s voting in the second extraordinary general meeting in 2000. The transaction was completed on January 8, 2001. On June 18, 2001, the Company changed its name to Shenzhen Accord Pharmaceutical Co., Ltd., and belongs to the pharmaceutical manufacturing industry. On February 18, 2004, the Company’s original main shareholder, Shenzhen Investment Management Company, entered into a Stock Transfer Agreement with Sinopharm Group Co., Ltd. (formerly known as Sinopharm Group Medicine Holding Co., Ltd, hereinafter referred to as “Sinopharm Group”) to transfer its 43.33% shares in the Company to Sinopharm Group. The legal procedures of the above equity transfer were completed on December 9, 2004. At the same time, as approved by GZCQ (2004) No.525 document from the State-owned Assets Supervision and Administration Commission of the State Council and ZJGSZ (2004) No.94 document from the China Securities Regulatory Commission, the nature of these shares was transferred from state-owned stock to state-owned legal entity stock and Sinopharm Group became the top shareholder of the Company. On April 14, 2006, the Company’s proposal on reformation of segregated stocks was approved. To gain liquidity for the restricted stocks of the Company, the holders of the restricted stocks of the Company agreed to pay the following consideration: based on the stock registration as of April 27, 2006, the Company issued bonus shares on April 28, 2006 at the ratio of 3 shares to every 10 A-shares to liquidated A-share holders which went public on the same day. After this bonus issue, the total number of shares of the Company remained unchanged with corresponding changes in the composition of share holdings. As at June 30, 2011, there were 288,149,400 shares in total and all are shares without selling restriction. The Company is registered with Shenzhen Administration for Industry & Commerce. Its business license number is 440301103040048 and the serial number of the license is N24657. The operation period of the Company is from August 2, 1986 to August 2, 2036. The registered capital of the Company is Rmb288,149,400. The legal representative of the Company is Shi Jinming. 40 I General information (continued) The approved scope of business of the Company and its subsidiaries (together “the Group”) includes wholesale of Chinese patent drugs, raw materials for chemical medicine, chemical material drugs, antibiotics, bio-chemical drugs and biological products (including vaccines); trade of health food; research, development and consultation services of pharmaceutical packaging materials and pharmaceutical industry products; investment on setting up entities (application on projects separately); domestic trading and supplies (excluding solely licensed, solely controlled or monopolized products); category III disposable bacterial-free medical treatment instruments; equipments and instruments for operation units, emergency units and diagnosis units, medical macromolecule materials and products, clinical check up and analysis apparatus and diagnosis reagents, medical sutures and bonds, oral section materials, medical assay and basic equipments and instruments; category II medical electronic equipment, medical X-ray appurtenances and parts, medical ultrasonic instruments and relevant equipments, antisepsis and antibacterial equipments and instruments, medical sanitation materials and dressings; import and export business (excluding the items banned by laws, administrative regulations, or the State Council. The restricted items can only be traded after obtaining a license). II Summary of significant accounting policies and accounting estimates (1) Basis of preparation The Group adopted the Accounting Standards for Business Enterprises (comprising one basic standard and 38 specific standards) promulgated by the Ministry of Finance on 15 February 2006, the application guidance and interpretation to the Accounting Standards for Business Enterprises and other relative regulations subsequently promulgated by Ministry of Finance (here in after collectively as referred to the “CAS”). The rules of Compilation Rules for Information Disclosures by Companies That Offer Securities to the Public No.15 - General Provisions for Financial Reports(2010 revised edition) promulgated by China Securities Regulatory Commission has adopted as well. (2) Statement of compliance with the Accounting Standards for Business Enterprises The financial statements of the Company for the period ended 30 June 2011 are in compliance with the Accounting Standards for Business Enterprises, and truly and completely present the financial position as of 30 June 2011 and the operating results, cash flows and other information for the period then ended of the Group and the Company. (3) Accounting period The Company’s accounting year starts on 1 January and ends on 31 December. (4) Recording currency The recording currency is RMB. 41 II Summary of significant accounting policies and accounting estimates (continued) (5) Business combinations (a) Business combinations involving enterprises under common control The consideration paid and net assets obtained by the absorbing party in a business combination are measured at the carrying amount. The difference between the carrying amount of the net assets obtained and the carrying amount of the consideration paid for the combination is treated as an adjustment to capital surplus (capital premium). If the capital surplus (capital premium) is not sufficient to be offset, the remaining balance is adjusted against retained earnings. Costs directly attributable to the combination are included in profit or loss in the period in which they are incurred. (b) Business combinations involving enterprises not under common control The cost of combination and identifiable net assets obtained by the acquirer in a business combination are measured at fair value at the acquisition date. Where the cost of the combination exceeds the acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the difference is recognised as goodwill; where the cost of combination is lower than the acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the difference is recognised in profit or loss for the current period. Costs directly attributable to the combination are included in profit or loss in the period in which they are incurred. (6) Preparation of consolidated financial statements The consolidated financial statements comprise the financial statements of the Company and all of its subsidiaries. Subsidiaries are consolidated from the date on which the Group obtains control and are de-consolidated from the date that such control ceases. For a subsidiary that is acquired in a business combination involving enterprises under common control, it is included in the consolidated financial statements from the date when it, together with the Company, come under common control of the ultimate controlling party. The portion of the net profits realised before the combination date is presented separately in the consolidated income statement. In preparing the consolidated financial statements, where the accounting policies and the accounting periods are inconsistent between the Company and subsidiaries, the financial statements of subsidiaries are adjusted in accordance with the accounting policies and accounting period of the Company. For subsidiaries acquired from a business combination involving enterprises not under common control, the individual financial statements of the subsidiaries are adjusted based on the fair value of the identifiable net assets at the acquisition date. All significant inter-group balances, transactions and unrealised profits are eliminated in the consolidated financial statements. The portion of a subsidiary’s equity and the portion of a subsidiary’s net profits and losses for the period not attributable to Company are recognised as minority interests and presented separately in the consolidated financial statements within equity and net profits respectively. 42 II Summary of significant accounting policies and accounting estimates (continued) (7) Cash and cash equivalents For the purpose of the cash flow statement, cash and cash equivalents comprise cash on hand, call deposits with banks and short-term and highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. (8) Foreign currency translation Foreign currency transactions are translated into RMB using the exchange rates prevailing at the dates of the transactions. At the balance sheet date, monetary items denominated in foreign currencies are translated into RMB using the spot exchange rates on the balance sheet date. Exchange differences arising from these translations are recognised in profit or loss for the current period, except for those attributable to foreign currency borrowings that have been taken out specifically for the acquisition or construction of qualifying assets, which are capitalised as part of the cost of those assets. Non-monetary items denominated in foreign currencies that are measured at historical costs are translated at the balance sheet date using the spot exchange rates at the date of the transactions. The effect of exchange rate changes on cash is presented separately in the cash flow statement. (9) Financial Instruments (a) Financial assets (i) Classification Financial assets are classified into the following categories at initial recognition: financial assets at fair value through profit or loss, receivables, available-for-sale financial assets and held-to-maturity investments. The classification of financial assets depends on the Group’s intention and ability to hold the financial assets. The Group currently holds the financial assets including receivables. Receivables, including notes receivables, accounts receivable and other receivables, are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market (ii) Recognition and measurement Financial assets are recognised at fair value on the balance sheet when the Group becomes a party to the contractual provisions of the financial instrument. Receivables are measured at amortised cost using the effective interest method. (iii) Impairment of financial assets The Group assesses the carrying amounts of receivables at each balance sheet date. If there is objective evidence that a financial asset is impaired, the Group shall determine the amount of impairment loss. If there is objective evidence that the value of the financial asset recovered and the recovery is related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed and the amount of reversal is recognised in profit or loss. (iv) Derecognition of financial assets Financial assets are derecognised when: i) the contractual rights to receive the cash flows from the financial assets have expired; or ii) all substantial risks and rewards of ownership of the financial assets have been transferred; or iii) the control over the financial asset has been waived even if the Group does not transfer or retain nearly all of the risks and rewards relating to the ownership of a financial asset. 43 II Summary of significant accounting policies and accounting estimates (continued) (9) Financial Instruments (continued) (a) Financial assets(continued) (iv) Derecognition of financial assets(continued) On derecognition of a financial asset, the difference between the carrying amount and the aggregate of consideration received, is recognised in the income statement. (b) Financial liabilities Financial liabilities are classified into the following categories at initial recognition: the financial liabilities at fair value through profit or loss and other financial liabilities. The financial liabilities in the Group mainly comprise of other financial liabilities, including payables and borrowings. Payables comprise notes payable, accounts payable and other payables, which are recognised initially at fair value and measured subsequently at amortised cost using the effective interest method. Borrowings are recognised initially at fair value, net of transaction costs incurred, and subsequently carried at amortised costs using the effective interest method. Other financial liabilities are classified as the short-term borrowings if they mature within one year (one year included); others are classified as non-current liabilities; Non-current liabilities due for repayment within one year since the balance sheet day are classified as current portion of non-current liabilities. A financial liability (or a part of financial liability) is derecognised when and only when the obligation specified in the contract is discharged or cancelled. The difference between the carrying amount of a financial liability (or a part of financial liability) extinguished and the consideration paid is recognised in the income statement. (10) Receivables Receivables comprise notes receivable, accounts receivable and other receivables. Accounts receivable arising from sale of goods or rendering of services are initially recognised at fair value of the contractual payments from the buyers or service recipients. (a) Receivables with significant amount are subject to separate impairment assessment Receivables that are individually significant are subject to separate impairment assessment. If there is objective evidence that the Group will not be able to collect the full amount under the original terms, a provision for impairment of that receivable is established at the difference between the carrying amount of that receivable and the present value of its estimated future cash flows. Debtors with significant balance refer to those with individual amount over RMB 5 million. A provision on receivable accounts with significant amount is established at the difference between the carrying amount of that receivable and the present value of its estimated future cash flows. 44 II Summary of significant accounting policies and accounting estimates (continued) (10) Receivables (continued) (b) Recognition and provision of bad debt provision on receivable accounts within similar credit risk group Receivables that are not individually significant and those receivables that have been individually evaluated for impairment and have been found not impaired are combined into certain groups based on their credit risk characteristics. The impairment losses are determined based on the historical loss experience for the groups of receivables with the similar credit risk characteristics and taking into consideration of the current circumstances. The basis of similar credit risk group: the ageing of receivables A provision for impairment of the receivables is made based on the ageing of receivables at the following percentage: Rate for accounts receivables Rate for other receivables Within 1 year - - 1 to 2 years 5% 5% 2 to 3 years 10% 10% More than 3 years 20% 20% (c) Receivables that are not individually significant but subject to separate impairment assessment If there is objective evidence that the Group will not be able to collect the full amount under the original terms, then the Group would separately assess the provision of the receivables. A provision for impairment of that receivable is established at the difference between the carrying amount of that receivable and the present value of its estimated future cash flows. (d) When the Group transfers the accounts receivable to financial institutions without recourse, the net amount of proceeds received from the transaction after the carrying amounts of the accounts receivable and related taxes is recognised in profit or loss for the current period. (11) Inventories (a) Classification Inventories include raw materials, work in progress, finished goods and turnover materials, and are presented at the lower of cost and net realisable value. 45 II Summary of significant accounting policies and accounting estimates (continued) (11) Inventories (continued) (b) Determination of cost Cost is determined on the weighted average method. The cost of finished goods and work in progress comprises raw materials, direct labour and an allocation of all production overhead expenditures incurred based on normal operating capacity. (c) The determination of net realisable value and the method of provisions for impairment of inventories Provisions for declines in the value of inventories are determined at the excess amount of the carrying value of the inventories over their net realisable value. Net realisable value is determined based on the estimated selling price in the ordinary course of business, less the estimated costs to completion and estimated costs necessary to make the sale and related taxes. (d) The Group adopts the perpetual inventory system. (e) Amortization method for low cost consumables and packaging materials Turnover materials include low cost consumables and packaging materials, which are expensed when issued. (12) Long-term equity investments Long-term equity investments comprise the Group’s long-term equity investments in its associates and the Company’s long-term equity investments in its subsidiaries. Subsidiaries are all entities over which the Company is able to control. Associates are all entities over which the Group has significant influence, but not control, on their financial and operating policies. Investments in subsidiaries are measured using the cost method in the Company’s financial statements, and adjusted by using the equity method when preparing the consolidated financial statements. Interests in associates are accounted for using the equity method. (a) Initial recognition Long-term equity investments accounted for using the cost method are measured at the initial investment costs. Investments in associates are accounted for using the equity method. Where the initial investment cost exceeds the Group’s share of the fair value of the investee’s identifiable net assets at the time of acquisition, the investment is initially measured at cost. Where the initial investment cost is less than the Group’s share of the fair value of the investee’s identifiable net assets at the time of acquisition, the difference is included in profit or loss for the current period and the cost of the long-term equity investment is adjusted upwards accordingly. 46 II Summary of significant accounting policies and accounting estimates (continued) (12) Long-term equity investments (continued) (b) Subsequent measurement Long-term equity investments accounted for using the cost method are measured at the initial investment costs. Investment income is recognised in profit or loss for the cash dividends or profit distribution declared by the investees. Under the equity method of accounting, the Group recognises the investment income according to its share of net profit or loss of the investee. The Group discontinues recognising its share of net losses of an investee after the carrying amount of the long-term equity investment together with any long-term interests that, in substance, form part of the investor’s net investment in the investee are reduced to zero. However, if the Group has obligations for additional losses and the criteria with respect to recognition of provisions under the accounting standards on contingencies are satisfied, the Group continues recognising the investment losses and the provisions. For changes in owners’ equity of the investee other than those arising from its net profit or loss, the Group records its proportionate share directly into capital surplus, provided that the Group’s proportion of shareholding in the investee remains unchanged. The carrying amount of the investment is reduced by the Group’s share of the profit distribution or cash dividends declared by an investee. The unrealised profits or losses arising from the intra-group transactions amongst the Group and its investees are eliminated in proportion to the Group’s equity interest in the investees, and then based which the investment gain or losses are recognised. The loss on the intra-group transaction amongst the Group and its investees, of which the nature is asset impairment, is recognised in full, and the related unrealised loss is not eliminated. (c) Definition of control and significant influence over the investees Controlling power means the power over the firm’s financial and operational decision-making, and can obtain profit from the operation of such firm. At considering of substantial control or major influence of a firm, the potential voting right factors such as current convertible bonds or executable subscription options have been considered. Major influence means the power to participate in decision-making but cannot control or collectively control the same. (d) Impairment of long-term equity investments The carrying amount of long-term equity investments in subsidiaries and associates is reduced to the recoverable amount when the recoverable amount is less than the carrying amount. (13) Investment properties Investment properties, including land use rights that have already been leased out buildings that are held for the purpose of lease and buildings that is being constructed or developed for future use for leasing, are measured initially at cost. Subsequent expenditures incurred in relation to an investment property is included in the cost of the investment property when it is probable that the associated economic benefits will flow to the Group and its cost can be reliably measured; otherwise, the expenditures are recognised in profit or loss in the period in which they are incurred. 47 II Summary of significant accounting policies and accounting estimates (continued) (13) Investment properties (continued) The Group adopts the cost model for subsequent measurement of the investment properties. Buildings and land use rights are depreciated or amortised to their estimated net residual values over their estimated useful lives. The estimated useful lives, the estimated net residual values expressed as a percentage of cost and the annual depreciation (amortisation) rates of the investment properties are as follows: Estimated useful Estimated residual Annual lives value depreciation (amortisation) rate Buildings 20-35 years 5% 2.71% to 4.75% Land use rights 30-50 years - 2.00% to 3.33% When an investment property is transferred to an owner-occupied property, it is reclassified as fixed asset or intangible asset at the date of the transfer. When an owner-occupied property is transferred for earning rentals or for capital appreciation, the fixed asset or intangible asset is reclassified as investment property at its carrying amount at the date of the transfer. The estimated useful life, net residual value of the investment property and the depreciation (amortisation) method applied are reviewed and adjusted as appropriate at each year-end. An investment property is derecognised on disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from its disposal. The net amount of proceeds from sale, transfer, retirement or damage of an investment property after its carrying amount and related taxes and expenses is recognised in profit or loss for the current period. The carrying amount of investment properties is reduced to the recoverable amount when the recoverable amount is less than the carrying amount. (14) Fixed assets (a) Recognition Fixed assets comprise buildings, machinery and equipment, motor vehicles, computer and electronic equipment, office equipment and leasehold improvements. Fixed asset is recognised when it is probable that the economic benefits associated with the fixed asset will flow to the Group and its cost can be reliably measured. Fixed assets purchased or constructed by the Group are initially measured at cost at the time of acquisition. Fixed assets contributed by state-owned shareholders during the company reorganisation were recorded based on the valuation amount approved by the state-owned assets supervision and management department. Subsequent expenditures incurred for a fixed asset are included in the cost of the fixed asset when it is probable that the associated economic benefits will flow to the Group and the related cost can be reliably measured. The carrying amount of the replaced part is derecognised. All the other subsequent expenditures are recognised in profit or loss in the period in which they are incurred. 48 II Summary of significant accounting policies and accounting estimates (continued) (14) Fixed assets (continued) (b) Depreciation Fixed assets are depreciated using the straight-line method to allocate the cost of the assets to their estimated residual values over their estimated useful lives. For the fixed assets that have been provided for impairment loss, the related depreciation charge is prospectively determined based upon the adjusted carrying amounts over their remaining useful lives. The estimated useful lives, the estimated residual values expressed as a percentage of cost and the annual depreciation rates are as follows: Estimated useful Estimated Annual lives residual value depreciation rate Buildings 20-35 years 5% 2.71% to 4.75% Machinery and equipment 10-14 years 5% 6.79% to 9.5% Motor vehicles 5-10 years 5% 9.5% to 19% Other 5-10 years 5% 9.5% to 19% Leasehold improvements Within 5 years - Above 20% The estimated useful life, the estimated net residual value of a fixed asset and the depreciation method applied to the asset are reviewed, and adjusted as appropriate at least at each year-end. (c) The carrying amount of fixed assets is reduced to the recoverable amount when the recoverable amount is less than the carrying amount. (d) Disposal A fixed asset is derecognised on disposal or when no future economic benefits are expected from its use or disposal. The amount of proceeds from disposal on sale, transfer, retirement or damage of a fixed asset net of its carrying amount and related taxes and expenses is recognised in profit or loss for the current period. (15) Construction in progress Construction in progress is measured at actual cost. Actual cost comprises construction costs, installation costs, borrowing costs that are eligible for capitalisation and other costs necessary to bring the fixed assets ready for their intended use. Construction in progress is transferred to fixed assets when the assets are ready for their intended use, and depreciation begins from the following month. The carrying amount of construction in progress is reduced to the recoverable amount when the recoverable amount is less than the carrying amount (Note II (20)). The borrowing costs that are directly attributable to the acquisition and construction of a fixed asset that needs a substantially long period of time of acquisition and construction for its intended use commence to be capitalised and recorded as part of the cost of the asset when expenditures for the asset and borrowing costs have been incurred, and the activities relating to the acquisition and construction that are necessary to prepare the asset for its intended use have commenced. The capitalisation of borrowing costs ceases when the asset under acquisition or construction becomes ready for its intended use, the borrowing costs incurred thereafter are recognised in profit or loss for the current period. Capitalisation of borrowing costs is suspended during periods in which the acquisition or construction of a fixed asset is interrupted abnormally and the interruption lasts for more than 3 months, until the acquisition or construction is resumed. 49 II Summary of significant accounting policies and accounting estimates (continued) (16) Borrowing costs For a borrowing specific for the acquisition, construction or production activities for preparing an asset eligible for capitalisation, the to-be-capitalised borrowing costs shall be determined according to the actual borrowing costs incurred less any income earned on the unused borrowing fund as a deposit in the bank or as a temporary investment. For the other borrowings related to acquisition, construction and production of a qualifying asset, the amount of to-be-capitalised borrowing costs shall be the lower of the actual borrowing costs incurred and the amount of qualifying asset not financed by specific borrowings multifying capitalisation rate. The capitalisation rate is the weighted average interest rate of these borrowings. (17) Intangible assets Intangible assets include land use rights, computer softwares, technology patents and trademarks, which initially recognised at cost. Intangible assets contributed by state-owned shareholders during the company reorganisation were recorded based on the valuation amount approved by the state-owned assets supervision and management department. (a) Land use rights A land use right granted by government with a infinite useful life would not be amortised. Other land use rights are amortised on the straight-line basis over their approved useful period of 30 to 50 years.If the purchase costs of land use rights and the buildings located thereon cannot be reliably allocated between the land use rights and the buildings, all of the purchase costs are recognised as fixed assets. (b) Computer softwares Computer softwares purchased by the Group are initially measured at cost, which are amortised on the straight-line basis over their approved useful period of 3 to 5 years. (c) Trademarks and proprietary technology Trademarks are amortised on the straight-line basis over their effective periods as stipulated by law of 5 to 10 years. Proprietary technology are amortised on the straight-line basis over their effective useful period of 5 years. (d) Periodical review of useful life and amortisation method For an intangible asset with a finite useful life, review and adjustment on its useful life and amortisation method are performed at each year-end. For an intangible asset without a definite useful life, review and adjustment on its useful life are performed at each year-end. 50 II Summary of significant accounting policies and accounting estimates (continued) (17) Intangible assets (continued) (e) Research and development The expenditure on an internal research and development project is classified into expenditure on the research phase and expenditure on the development phase based on its nature and whether there is material uncertainty that the research and development activities can form an intangible asset at end of the project. Expenditure on the research phase is recognised in profit or loss in the period in which it is incurred. Expenditure on the development phase is capitalised only if all of the following conditions are satisfied: it is technically feasible to complete the intangible asset so that it will be available for use; management intends to complete the intangible asset, and use or sell it; it can be demonstrated how the intangible asset will generate economic benefits; adequate technical, financial and other resources to complete the development and the ability to use or sell the intangible asset; and the expenditure attributable to the intangible asset during its development phase can be reliably measured. Other development expenditures that do not meet the conditions above are recognised in profit or loss in the period in which they are incurred. Development costs previously recognised as expenses are not recognised as an asset in a subsequent period. Capitalised expenditure on the development phase is presented as development costs in the balance sheet and transferred to intangible assets at the date that the asset is ready for its intended use. (f) Impairment The carrying amount of intangible assets is reduced to the recoverable amount when the recoverable amount is less than the carrying amount (Note II (20)). (18) Long-term prepaid expenses Long-term prepaid expenses include the expenditure for improvements to fixed assets under operating leases, and other expenditures that have been made but should be recgonised as expenses over more than one year in the current and subsequent periods. Long-term prepaid expenses are amortised on the straight-line basis over the expected beneficial period and are presented at actual expenditure net of accumulated amortisation. (19) Governmental medical reserve funds and specially approved reserving materials Appointed by the PRC Government, China National Pharmaceutical Group Corporation (“CNPGC") is responsible for purchasing, allocating and providing the governmental medical reserves, which include the medical products, traditional Chinese medicine and medical appliances for nation-wide emergency rescue and disaster relief. Appointed by the Government of Guangxi Province, Sinopharm Medicine Holding Nanning Co., Ltd. (“Sinopharm Nanning”), a subsidiary of the Group, is responsible for purchasing, allocating and providing the medical reserves, which include the medical products needed for common disease and emergencies triggered by major disasters, epidemics and other situations in Guangxi Province. In accordance with the regulation of CNPGC, as being the enterprise who bears the obligation for specially approved medical reserving materials, the medical reserve funds received from the PRC Government or local government are recognised in other Non-current liabilities. The Group reserves the specially approved medical reserving materials according to the reserve program (by category and by quantity), applies dynamic management and recognises in other non-current assets. 51 II Summary of significant accounting policies and accounting estimates (continued) (20) Impairment of long-term assets Fixed assets, construction in progress, intangible assets with finite useful lives, Long-term prepaid expenses and investment properties measured using the cost model and long-term equity investments in subsidiaries, joint ventures and associates are tested for impairment if there is any indication that an asset may be impaired at the balance date. If the result of the impairment test indicates that the recoverable amount of the asset is less than its carrying amount, a provision for impairment and an impairment loss are recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and the present value of the future cash flows expected to be derived from the asset. Provision for asset impairment is determined and recognised on the individual asset basis. If it is not possible to estimate the recoverable amount of an individual asset, the recoverable amount of a group of assets to which the asset belongs is determined. A group of assets is the smallest group of assets that is able to generate independent cash inflows. Goodwill that is separately presented in the financial statements and intangible assets with infinite useful lives are tested at least annually for impairment, irrespective of whether there is any indication that it may be impaired. In conducting the test, the carrying value of goodwill is allocated to the related asset groups or groups of asset groups which are expected to benefit from the synergies of the business combination. If the result of the test indicates that the recoverable amount of an asset group or group of asset groups, including the goodwill allocated, is lower than its carrying amount, the corresponding impairment loss is recognised. The impairment loss is first deducted from the carrying amount of goodwill that is allocated to the asset group or group of asset groups, and then deducted from the carrying amounts of other assets within the asset groups or groups of asset groups in proportion to the carrying amounts of other assets. Once the above asset impairment loss is recognised, it will not be reversed for the value recovered in the subsequent periods. (21) Employee benefits Employee benefits mainly include wages or salaries, bonuses, allowances and subsidies, staff welfare, social security contributions, housing funds, labour union funds, employee education funds and other expenditures incurred in exchange for service rendered by employees. If the Group terminates the labor relationship with an employee prior to the expiration of the relevant labor contract or makes a severance package proposal with the purpose of encouraging voluntary redundency, and provided that the Group has drafted a formal plan for the termination of labour relationships or has put forward a proposal for voluntary layoffs and intends to execute it forthwith, and the Group may not retract plans for termination of labour relationships or layoff proposals ex parte, the Group shall recognise the liabilities to be incurred due to severance pay, and shall at the same time record them in the income statement. Except for compensation paid for termination of employment, employee benefits are recognised as salaries and wages payable in the accounting period in which an employee has rendered service, as costs of assets or expenses to whichever the employee service is attributable. (22) Profit distribution Cash dividends distribution is recognised as a liability in the period in which it is approved by the annual shareholders’ meeting. 52 II Summary of significant accounting policies and accounting estimates (continued) (23) Revenue recognition The amount of revenue is determined in accordance with the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group’s activities. Revenue is shown net of value-added tax, rebates, discounts and returns. Revenue is recognised when the economic benefits associated with the transaction will flow to the Group, the related revenue can be reliably measured, and the specific revenue recognition criteria have been met for each type of the Group’s activities as described below: (a) Sale of goods Revenue from the sale of goods is recognized when significant risks and rewards of ownership of the goods are transferred to the buyer, the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold, and it is probable that the economic benefit associated with the transaction will flow to the Company and the relevant revenue and costs can be measured reliably. (b) Rendering of services The Group provides freight service and storage service to external parties. The freights are recognized as revenue right after the goods are transported to the place of delivery according to contracts or agreements, received and confirmed by the purchasers. The storage charges are recognized as revenue on the basis of services provided during the storage period. (c) Transfer of asset use rights Interest income is recognised on a time-proportion basis using the effective interest method. Income from an operating lease is recognised on a straight-line basis over the period of the lease. (24) Government grants Government grants are the monetary asset the Group receives from the government for free, including tax refund, government subsidies, etc. Grants from the government are recognised when there is a reasonable assurance that the grants will be received and the Group will comply with all attached conditions. Government grants are measured at the amounts received or receivable. Government grants relating to assets are recognised as deferred income and are credited to the income statement on a straight-line basis over the expected lives of the related assets. Government grants relating to income, which is used to compensate the expenses/costs incurred in future, are recognised as deferred income and then credited to the income statement over the period necessary to match them with the expenses that they are intended to compensate. Government grants relating to income, which is used to compensate the expenses/costs incurred in the past, are credited to the income statement directly. 53 II Summary of significant accounting policies and accounting estimates (continued) (25) Deferred tax assets and deferred tax liabilities Deferred tax assets and deferred tax liabilities are calculated and recognised based on the differences arising between the tax bases of assets and liabilities and their carrying amounts (temporary differences). Deferred tax asset is recognised for the deductible losses that can be carried forward to subsequent years for deduction of the taxable profit in accordance with the tax laws. No deferred tax liability is recognised for a temporary difference arising from the initial recognition of goodwill. No deferred tax asset or deferred tax liability is recognised for the temporary differences resulting from the initial recognition of assets or liabilities due to a transaction other than a business combination, which affects neither accounting profit nor taxable profit (or deductible loss). At the balance sheet date, deferred tax assets and deferred tax liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled. Deferred tax assets are only recognised for deductible temporary differences, deductible losses and tax credits to the extent that it is probable that taxable profit will be available in the future against which the deductible temporary differences, deductible losses and tax credits can be utilised. Deferred tax assets and liabilities are offset when: the deferred taxes are related to the same tax payer within the Group and the same taxation authority; and, that tax payer has a legally enforceable right to offset current tax assets against current tax liabilities. Deferred tax liabilities are recognised for temporary differences arising from investments in subsidiaries and associates, except where the Group is able to control the timing of the reversal of the temporary difference, and it is probable that the temporary difference will not reverse in the foreseeable future. When it is probable that the temporary differences arising from investments in subsidiaries, joint ventures and associates will be reversed in the foreseeable future and that the taxable profit will be available in the future against which the temporary differences can be utilised, the corresponding deferred tax assets are recognised. (26) Operating leases Leases where a significant portion of the risks and rewards of ownership are retained by the leaser are classified as operating leases. Lease payments under an operating lease are recognised on a straight-line basis over the period of the lease, and are either capitalised as part of the cost of related assets or charged as an expense. (27) Segment information The Group identifies operating segments based on the internal organisation structure, management requirements and internal reporting system, and discloses segment information of reportable segments which is determined on the basis of operating segments. An operating segment is a component of the Group that satisfies all of the following conditions: (1) the component is able to earn revenues and incur expenses from its ordinary activities; (2) whose operating results are regularly reviewed by the Group’s management to make decisions about resources to be allocated to the segment and to assess its performance, and (3) for which the information on financial position, operating results and cash flows is available to the Group. If two or more operating segments have similar economic characteristics and satisfy certain conditions, they are aggregated into one single operating segment. 54 II Summary of significant accounting policies and accounting estimates (continued) (28) Changes in significant accounting policies The Group has no changes in significant accounting policies in this reporting period. (29) Critical accounting estimates and judgments The Group continually evaluates the critical accounting estimates and key judgments applied based on historical experience and other factors, including expectations of future events that are believed to be reasonable. (a) Critical accounting estimates and key assumptions The critical accounting estimates and key assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below: (i) Accounting estimates on impairment of goodwill The Group tests annually whether goodwill has suffered any impairment. The recoverable amount of asset groups and groups of asset groups is the present value of the future cash flows expected to be derived from them. These calculations require use of estimates (Note V (14)). If management revises the gross margin that is used in the calculation of the future cash flows of asset groups and groups of asset groups, and the revised gross margin is lower than the one currently used, the Group would need to recognise further impairment against goodwill and fixed assets. If management revises the pre-tax discount rate applied to the discounted cash flows, and the revised pre-tax discount rate is higher than the one currently applied, the Group would need to recognise further impairment against goodwill and fixed assets. If the actual gross margin/pre-tax discount rate is higher/lower than management’s estimates, the impairment loss of goodwill previously provided for is not allowed to be reversed by the Group. (ii) Income taxes The Group is subject to income taxes in numerous jurisdictions. There are many transactions and events for which the ultimate tax determination is uncertain during the ordinary course of business. Significant judgment is required from the Group in determining the provision for income taxes in each of these jurisdictions. The Group recognises income taxes in each jurisdiction based on estimates. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. 55 II Summary of significant accounting policies and accounting estimates (continued) (29) Critical accounting estimates and judgments (continued) (iii) Accounting estimates on impairment of accounts receivable In accordance with the Group’s accounting policy (note II (10)), the Group’s management tests annually whether receivables have suffered any impairment, Impairment of receivables has been assessed by taking into account the customers’ credit history and financial position together with the current market conditions. Even if the Group’s management has made bad debt provision for the expected loss at its best estimate, there is a possibility that changes in customers’ financial position or market conditions will alter the result. (iv) Accounting estimates on impairment of inventories In accordance with the Group’s accounting policy (Note II (11) (c)), the Group’s management estimates the net realizable value of the inventory. Net realisable value is determined based on the estimated selling price in the ordinary course of business, less the estimated costs to completion and estimated costs necessary to make the sale and related taxes. Even if the Group’s management has made stock provision for the expected impairment at its best estimate, there is a possibility that changes in market conditions will alter the result. (v) Accounting estimates on impairment of long-term assets In accordance with the Group’s accounting policy (note II (20)), the Group’s management tests annually whether long term assets with an indication of impairment have suffered any impairment, including fixed assets, construction in progress, intangible assets with finite useful lives, Long-term prepaid expenses and investment properties measured using the cost model and long-term equity investments in subsidiaries and associates. The calculation of present value of projection cash flows of these long-term assets requires the use of accounting estimate which is similar to the impairment test of goodwill. It is reasonably possible that outcomes based on current experience within the next financial year would be significantly different, which will result in a significant impact on the carrying amount of those long-term assets described above. 56 III Taxation (1) The types and rates of taxes applicable to the Group are set out below: Type Taxable base Tax rate Enterprise income Taxable income 15%、24% or 25% tax(“EIT”) Value added tax Taxable value added amount (Tax 0%、3%、13% or 17% (“VAT”) payable is calculated using the taxable sales amount multiplied by the effective tax rate less deductible VAT input of current period) Business tax Rental income, storage income and 5% etc. Business tax Freight income 3% City maintenance and VAT and business tax 7% construction tax Education surcharge VAT and business tax 3% or 4% (2) Tax preferences The company, Shenzhen Zhijun Pharmaceutical Trade Co., Ltd. (‘Zhijun Trade’), Shenzhen Accord Pharmaceutical Materials Co., Ltd. (‘Accord Material’), Shenzhen Jianmin Pharmaceutical Co., Ltd. (‘Jianmin Pharm’), Shenzhen Accord Pharmaceutical Logistics Co., Ltd. (‘Accord Logistics’), Shenzhen Yanfeng Medical Co., Ltd. (’Yanfeng Medical’)and Sinopharm Shenzhen Medicine Co., Ltd (‘Shenzhen Medicine’), qualify as foreign investment manufacturing enterprises established in a special economic zone. As approved by the tax authorities, the aforesaid companies’ original applicable enterprise income tax rates are 15%. Under relevant requirements of the Corporate Income Tax Law and Guo Fa [2007]39, the enterprise income tax rate applicable to those companies will increase gradually to 25% within 5 years from 2008 to 2012. Their applicable income tax rate for this reporting period is 24%. In 2008, Shenzhen Zhijun Pharmaceutical Co., Ltd. (‘Zhijun Pharm’) and Suzhou Zhijun Wanqing Pharmaceutical Co., Ltd. (‘Suzhou Wanqin’), subsidiaries of the Company, separately obtained the certificate of High and New Technology Enterprises with effective period of 3 years. Under the relevant regulations of article 28 of the Corporate Income Tax Law, the applicable tax rates for Zhijun Pharm and Suzhou Wanqin in this reporting period is 15%. 57 IV Business combinations and consolidated financial statements (1) Subsidiaries (a) Subsidiaries acquired under common control Registered Legal The holding type Place of Nature of capital Enterprise Repres-en of investment registration business ( Rmb’0000) Principal activities Type tative Zhijun Pharm Direct Shenzhen Manufacturing 20,000.0 Original chemical medicine manufacture, Chinese patent Limited Yan medicine processing, chemical raw material of medicine, company Zhigang the imports and exports business which transacted according to examined and approved certificate Jianmin Pharm Direct Shenzhen Commercial 500.0 Wholesale of chemical agent, antibiotics agent, chemical Limited Lin and biological agent, blood products, raw material of company Xinyang chemical product, Chinese medicine and diagnosis products Shenzhen Medicine Trade Co., Direct Shenzhen Commercial 188.0 Wholesale and retail of drugs and textiles - - Ltd. (Shenzhen Trade’) (i) Accord Material Direct Shenzhen Commercial 600.0 Chinese patent medicine, western medicine, medicine Limited Zhao treatment apparatus company Yuhe Zhijun Trade Direct Shenzhen Commercial 189.0 Purchase and sale of Chinese traditional Limited Deng medicinal materials, Chinese patent medicine, company Baojun chemical raw material for medical treatment, antibiotic preparation, chemical medicine preparation etc. Accord Logistics Direct Shenzhen Service 100.0 Storage service, convey, liquidation of cargo external Limited Ma package and common transportation of road company Jiancong 58 IV Business combinations and consolidated financial statements (continued) (1) Subsidiaries (continued) (a) Subsidiaries acquired under common control(continued) Registered Legal The holding type Place of Nature of capital Enterprise Repres-en of investment registration business ( Rmb’0000) Principal activities Type tative Guangdong Accord Direct Shenzhen Service 3.0 Training service Non-Enterpri Tan Pharmaceutical Vocational se Guoshu Skills Training Center (’Training Center’) Sinopharm Medicine Holding Direct Guangzhou Commercial 40,000.0 Chinese patent medicine, chemical medicine Limited Shi Guangzhou Co., Ltd. preparation, antibiotics, biochemical medicine, biological company Jinming (’Sinopharm Guangzhou’) products, diagnosis medicine, treatment diagnosis biological products, finalized packing food, chemical products, self-support and surrogate the imports and exports of various merchandise and skills . Guangdong Accord Hengxing Direct Guangzhou Commercial 4,000.0 Drugs, medical apparatus sales Limited Lin Pharmaceutical Co., Ltd. company Zhaoxiong (Hengxing Pharm') Guangxi Accord Direct Nanning Commercial 500.0 Drug sales Limited Zhou Ruili Pharmaceutical Co., company Ltd.(’Guangxi Accord’) Sinopharm Medicine Holding Direct Liuzhou Commercial 2,053.1 Chinese traditional medicinal materials, Chinese patent Limited Lin Liuzhou Co., Ltd. medicine, Chinese traditional medicine in pieces, company Zhaoxiong (’Sinopharm Liuzhou’) chemical raw material, chemical medicine preparation, antibiotics, biochemical drugs, psychotropic drugs, chemical raw material drug and its preparation. (that involving specific examination and approve should be operated based on the scope that checked and ratified by the license) 59 IV Business combinations and consolidated financial statements (continued) (1) Subsidiaries (continued) (a) Subsidiaries acquired under common control(continued) The holding Registered Legal type of Place of Nature of capital Enterprise Repres-ent investment registration business (Rmb’0000) Principal activities Type ative Guangxi Accord Chinese Herbal Indirect Liuzhou Manufacturing 200.0 Manufacturing and sales of Chinese herbal pieces Limited Zhu Pieces Co., Ltd. (’Guangxi Chinese company Wenhui Herbal Pieces’) (ii) Guangdong Huixin Investment Co., Direct Guangzhou Service 500.0 Project investment, property management and leasing, Limited Shi Ltd. (’Huixin Investment’) medical information consultancy, car park company Jinming management Sinopharm Medicine Holding Foshan Direct Foshan Commercial 1,000.0 Drug sales Limited Lin Co., Ltd. (’Sinopharm Foshan’) company Xinyang Guangdong Yuexing Pharmaceutical Direct Guangzhou Commercial 3,000.0 Sales of medicine and medical treatment apparatus Limited Luo Qin Co., Ltd. (‘Yuexing Pharm’) company Guangdong Hengchang Logistics Co., Direct Guangzhou Service 500.0 Storage loading and unloading Limited Lin Min Ltd. (’Hengchang Logistics’) company Sinopharm Nanning Direct Nanning Commercial 10,000.0 Drug sales Limited Lin company Zhaoxio ng Guangxi Sinopharm Logistics Co., Indirect Nanning Service 710.0 Storage loading and unloading, consultation service Limited Lin Ltd. (’Guangxi Logistics’) company Zhaoxio ng Shenzhen Medicine Direct Shenzhen Manufacturing 5,000.0 Manufacturing of granules, lotion, tablet, capsule, oral Limited Deng liquid and mixture, and syrup; manufacturing and company Baojun sale of hair products, bath foam and cosmetics, and detergent (antibiosis washing liquid); manufacturing of plastic bottle; manufacturing and sale of health food. 60 IV Business combinations and consolidated financial statements (continued) (1) Subsidiaries (continued) (a) Subsidiaries acquired under common control(continued) Period-End Other assets constitute Equity interest Voting rights Consolidated or Minority interests Loss shared by minority balance of investment in held (%) held (%) not (Rmb’0000) interests investment substance (Rmb’0000) Zhijun Pharm 23,706.2 - 100 100 Yes - - Jianmin Pharm 5,348.3 - 100 100 Yes - - Shenzhen Trade(i) 847.9 - 100 100 Yes - - Accord Material 816.7 - 100 100 Yes - - Zhijun Trade 373.4 - 100 100 Yes - - Accord Logistics 101.9 - 100 100 Yes - - Training Center 3.0 - 100 100 Yes - - Sinopharm Guangzhou 48,388.8 - 100 100 Yes - - Hengxing Pharm 3,174.2 - 100 100 Yes - - Guangxi Accord 498.8 - 100 100 Yes - - Sinopharm Liuzhou 2,220.6 - 51 51 Yes 2,469.29 - Guangxi Chinese Herbal Pieces (ii) - - 51 100 Yes - - Huixin Investment 6,441.7 - 100 100 Yes - - Sinopharm Foshan 1,499.5 - 100 100 Yes - - Yuexing Pharm 4,345.9 - 100 100 Yes - - Hengchang Logistics 559.6 - 100 100 Yes - - Sinopharm Nanning 10,404.9 - 100 100 Yes - - Guangxi Logistics(iii) - - 100 100 Yes - - Shenzhen Medicine 4,808.1 - 100 100 Yes - - (i) Shenzhen Trade ceased its operation in 2003. (ii) Guangxi Chinese Herbal Pieces, a wholly owned subsidiary of Sinopharm Liuzhou, is indirectly held of 51% in equity by the Company. (iii) Guangxi Logistics, a wholly owned subsidiary of Sinopharm Nanning, is indirectly held of 100% in equity by the Company. 61 IV Business combinations and consolidated financial statements (continued) (1) Subsidiaries (continued) (b) Subsidiaries acquired not under common control The holding type Place of Nature of Registered Principal activities Enterprise Legal of investment registration business capital Type Repres-entati (Rmb’0000) ve Suzhou Wanqin Direct Suzhou Manufacturing 8,000.00 Production and sales of general raw materials of medicine, Limited Shi Jinming raw medicine and preparation of cephalosporin; do export company business of production and technology of the Company Dongguan Accord Direct Dongguan Commercial 1,000.00 Wholesales of Chinese traditional medicinal materials, Limited Lin Xinyang Pharmaceutical Co., Ltd. Chinese patent medicine, Chinese traditional medicine in company (’Dongguan Accord’) pieces, chemical raw material; sales of daily general merchandise and heath protection food Sinopharm Medicine Holding Direct Zhanjiang Commercial 1,500.00 sales of Chinese traditional medicinal materials, Chinese Limited Lin Xinyang Zhanjiang Co., Ltd. patent medicine, Chinese traditional medicine in pieces, company (’Sinopharm Zhanjiang’) chemical raw material and agent, anti-biotic. Yanfeng Medical Direct Shenzhen Commercial 3,000.00 Sales of Chinese patent medicine, Chemical raw material Limited Lin Zhaoxiong and agent, Anti-biotic agent, Biochemical drug, Medical company device and Health protection food Sinopharm Medicine Holding Direct Meizhou Commercial 120.00 Wholesales of Chinese traditional medicinal materials, Limited Yang Yan Meizhou Co., Ltd. Chinese patent medicine, Chemical raw material and agent, company (’Sinopharm Meizhou’) Anti-biotic; Sinopharm Medicine Holding Direct Huizhou Commercial 700.00 Sales of medicine and medical device Limited Yang Yan Huizhou Co., Ltd. company (’Sinopharm Huizhou’) Period-end Other assets constitute Equity interest Voting rights Consolidated Minority interests Loss shared by minority balance of investment in held (%) held (%) or not (Rmb’0000) interests investment substance ( Rmb’0000) Suzhou Wanqin 13,425.0 - 75 75 Yes 3,425.58 - Dongguan Accord 994.20 - 100 100 Yes - - Sinopharm Zhanjiang 1,577.0 - 100 100 Yes - - Yanfeng Medical 3,504.85 - 51 51 Yes 2,271.53 - Sinopharm Meizhou 313.7 - 100 100 Yes - - Sinopharm Huizhou 444.4 - 100 100 Yes - - 62 V Notes to the consolidated financial statements (1) Cash at bank and on hand 30 June 2011 31 December 2010 Cash on hand 81,181.61 146,710.56 Cash at bank 849,954,455.17 682,729,162.62 Other cash balances 47,382,577.51 28,913,902.48 897,418,214.29 711,789,775.66 As at 30 June 2011, except a deposit of USD which was equivalent to RMB17,576.18, all other cash at bank and on hand are in RMB. Other cash balances of RMB47,252,609.95 represents deposits of the Group for the purpose of applying for bank acceptance notes. (2) Notes receivable 30 June 2011 31 December 2010 Trade acceptance notes 256,561,313.30 212,196,387.14 Bank acceptance notes 147,150,658.98 156,972,643.33 403,711,972.28 369,169,030.47 (a) Pledged notes receivable As at 30 June 2011, no notes receivable has been pledged. (b) Endorsed undue notes receivable As at 30 June 2011, the Group endorsed the undue notes receivable of RMB384,183,758.33. The top five notes receivable are analysed as below. Issuer Issue date Expiry date Amount Shangdong Luoxin Pharmacy Co., Ltd. 21 February 2011 21 August 2011 10,800,000.00 General Hospital of Guangzhou Millitary Command of PLA 22 June 2011 22 September 2011 8,482,909.99 Harbin Pharmaceutical Group Co., Ltd. General Pharm.Factory 7 March 2011 6 September 2011 7,920,000.00 General Hospital of Guangzhou Millitary 20 April 2011 20 July 2011 Command of PLA 7,462,738.33 General Hospital of Guangzhou Millitary 18 May 2011 18 August 2011 Command of PLA 7,120,693.52 41,786,341.84 63 V Notes to the consolidated financial statements (continued) (2) Notes receivable (continued) (c) Discounted undue notes receivable As at 30 June 2011, notes receivable including undue trade acceptance notes of RMB123,393,841.56, and undue bank acceptance notes of RMB193,718,860.90 have been discounted. (d) The Group has no notes receivable which need to be reclassified as accounts receivable. (3) Accounts receivable 30 June 2011 31 December 2010 Accounts receivable 3,306,648,999.17 2,901,694,647.44 Less: provision for bad debts (36,816,380.70) (34,869,544.66) 3,269,832,618.47 2,866,825,102.78 (a) The ageing of accounts receivable and related provision for bad debts are analysed as below: 30 June 2011 31 December 2010 Provision for Provision for Amount bad debts Amount bad debts Within 1 year 3,270,592,000.8 2,868,265,213.0 9 (5,630,873.41) 9 (3,649,047.87) 1 to 2 years 18,481,220.12 (13,609,868.85) 18,451,303.03 (16,242,365.47) 2 to 3 years 2,656,646.84 (2,656,507.12) - - Over 3 year (14,919,131.32 (14,978,131.32 14,919,131.32 ) 14,978,131.32 ) 3,306,648,999.1 2,901,694,647.4 7 (36,816,380.70) 4 (34,869,544.66) (b) The accounts receivable and related provision for bad debts by category are analysed as below: 30 June 2011 31 December 2010 Carrying amount Bad debt provision Carrying amount Bad debt provision % of total % of total amount balance amount rate amount balance amount rate individually significant are subject to separate impairment assessment 37,407,617.88 1.13% (22,127,055.44) 59.15% 53,290,932.84 1.84% (23,655,876.26) 44.39% receivable accounts within similar credit risk group 3,244,541,474.90 98.12% (156,082.81) 0.01% 2,833,143,282.43 97.64% (111,099.82) 0.01% individually not significant but individually evaluated for impairment 24,699,906.39 0.75% (14,533,242.45) 58.84% 15,260,432.17 0.52% (11,102,568.58) 72.75% 3,306,648,999.17 100% (36,816,380.70) 1.11% 2,901,694,647.44 100% (34,869,544.66) 1.20% 64 V Notes to the consolidated financial statements (continued) (3) Accounts receivable (continued) (c) As at 30 June 2011, impairment provision for accounts receivable individually significant are analysed as below. Carrying amount Bad debt provision Rate Assessment for impairment Guangdong Liyuan Pharmaceutical Co. Disputed receivable with higher risk of Ltd. 15,686,460.93 (15,686,460.93) 100.00% recoverability. LiuZhou Municipal LiuTie Disputed receivable with higher risk of Central Hospital 8,292,249.03 (210,838.78) 2.54% recoverability. NanNing Second People's Disputed receivable with higher risk of Hospital 7,978,886.62 (779,734.43) 9.77% recoverability. NanNing Medicine Wholesale Center 5,450,021.30 (5,450,021.30) 100.00% Ageing over 5 years. 37,407,617.88 (22,127,055.44) (d) Provisions for impairment of the receivables which have a similar risk group are analysed as below: 30 June 2011 31 December 2010 Carrying amount Bad debt provision Carrying amount Bad debt provision % of total % of total amount balance amount rate amount balance amount rate Within 1 year 3,241,884,967.78 99.92% - - 2,830,921,285.80 99.92% - - 1 to 2 years 2,656,507.12 0.08% (156,082.81) 5.88% 2,221,996.63 0.08% (111,099.82) 5.00% 3,244,541,474.90 100% (156,082.81) 0.005% 2,833,143,282.43 100.00% (111,099.82) 0.004% (e) As at 30 June 2011, accounts receivable individually not significant but individually evaluated for impairment are analysed as below: Carrying Bad debt amount provision Rate Assessment for impairment nd Shenzhen People’s 2 Hospital 4,608,823.05 (1,434,789.46) 31.13% Uncertainty in recoverability Beijing University Shenzhen Hospital 3,935,690.80 (670,476.15) 17.04% Uncertainty in recoverability ShenZhen Ophthalmology Hospital 2,314,619.82 (169,434.82) 7.32% Uncertainty in recoverability ShenZhen Bao'An District GuanLan Hospital 1,038,517.49 (64,973.00) 6.26% Uncertainty in recoverability ShenZhen NanShan District SheKou Hospital 558,274.98 (250,000.00) 44.78% Uncertainty in recoverability Gansu Longshi Pharmacy Co., Ltd. 1,664,122.00 (1,617,775.28) 97.21% Uncertainty in recoverability Shenzhen Maternity and Child Healthycare Hospital 667,056.11 (412,992.00) 61.91% Uncertainty in recoverability HuiZhou QuanYi Pharmaceutical Franchise Co. Ltd. 443,692.12 (443,692.12) 100.00% Uncertainty in recoverability GuangXi JiaZhao Pharmaceutical Co. Ltd.etc. 9,469,110.02 (9,469,110.02) 100.00% Ageing is above 3 years. 24,699,906.39 (14,533,242.45) 65 V Notes to the consolidated financial statements (continued) (3) Accounts receivable (continued) (f) Accounts receivable, which have been fully or partly made impairment provision already, recovered in current period is listed below: Reason for Original assessment for Recovered bad Recovered recoverability providing impairment debt provisions amount JiangYin KaiHong Pharmaceutical Co. Ltd. Amount received Uncertainty in recoverability 354,600.00 354,600.00 AnHui Province FuYang KangTai Pharmaceutical Co. Ltd. Amount received Uncertainty in recoverability 93,687.19 730,851.19 AnHui BoYang Medicine supplied center Co. Ltd. Amount received Uncertainty in recoverability 71,760.00 307,777.68 SuZhou KangXin Pharmaceutical Co. Ltd. Amount received Uncertainty in recoverability 15,480.00 23,580.00 JiangSu WeiKang Pharmaceutical Co. Ltd. Amount received Uncertainty in recoverability 7,380.00 19,200.00 HeBei AiPu Herbs&Pharmaceutical Co. Ltd. Amount received Uncertainty in recoverability 4,800.00 4,800.00 547,707.19 1,440,808.87 (g) No accounts receivable has been written off as at 30 June 2011. (h) Accounts receivable due from shareholders with more than 5% (including 5%) of the Company’s equity interest are analysed as below: 30 June 2011 31 December 2010 Sinopharm Group 8,745,155.12 6,085,670.42 (i) As at 30 June 2011, the top five accounts receivable by customer are analysed as below: % of the total Relationship accounts with the Group Amount Ageing receivable Centre for Disease Control and Prevention of Guangdong Province Third party 84,197,720.00 Within 1 year 2.55% GuangDong Province People's Hospital Third party 42,800,918.36 Within 1 year 1.29% The Third Affiliated Hospital of ZhongShan University Third party 41,931,833.30 Within 1 year 1.27% GuangZhou First People's Hospital Third party 40,231,848.05 Within 1 year 1.22% Affiliated Hospital of Guangdong Medical faculty Third party 38,781,752.94 Within 1 year 1.17% 247,944,072.65 7.50% (j) Accounts receivable due from related party As at 30 June 2011, there are accounts receivable of RMB245,962,436.76 due from related party, which is 7.41% of the total accounts receivable. 66 V Notes to the consolidated financial statements (continued) (4) Advances to suppliers (a) The ageing of advances to suppliers is analysed below: 30 June 2011 31 December 2010 % of total % of total amount balance amount balance Within 1 year 78,034,041.21 95.62% 98,067,411.72 96.33% 1 to 2 years - - 202,384.25 0.20% 2 to 3 years 49,009.40 0.06% 3,536,234.95 3.47% Above 3 years 3,529,434.95 4.32% - - 81,612,485.56 100.00% 101,806,030.92 100.00% As at 30 June 2011, advances to suppliers of RMB3,578,444.35 with ageing over 1 years, mainly represented prepayment for patent. (b) As at 30 June 2011, the top five advances to suppliers by customer are analysed below: Relationship with the Reason for Group Amount Proportion Ageing unsettlement Sinopharm Group Distribution Centre Advances for Corporate Limited Third party 16,561,312.56 20.29% Within 1 year procurement Beijing Materials Handing Engineering&Research Advances for Institute Third party 4,945,000.00 6.06% Within 1 year device Guangxit Construction & Advances for st Engineering 1 Co., logistics Ltd. Third party 4,885,319.67 5.99% Within 3 months project Advances for Shanghai Tongqiang device and Engineering Co., Ltd. Third party 3,699,000.00 4.53% Within 1 year construction Beijing Jingwei Guokang Advances for Medical Co., Ltd. Third party 3,600,000.00 4.41% Within 3 months procurement 33,690,632.23 41.28% (c) Advances due from related party As at 30 June 2011, there are advances of RMB19,612,928.84 due from related party, which is 20.08% of the total advances to suppliers, and no bad debt provision was provided. There is no advance due from supplies who hold 5% or over 5% voting rights of the Group. 67 V Notes to the consolidated financial statements (continued) (5) Other receivables 30 June 2011 31 December 2010 Deposit 6,713,598.30 10,238,481.87 Purchase rebate 4,028,636.23 9,502,788.69 Receivable of equity transaction 8,980,000.00 8,980,000.00 Petty cash advance to employees 9,386,801.55 7,195,539.52 Receivable due from related party 1,215,000.00 2,136,200.00 Others 26,883,507.81 22,847,234.41 57,207,543.89 60,900,244.49 Less: provision for bad debts (18,226,530.70) (17,789,244.75) 38,981,013.19 43,110,999.74 (a) The ageing of other receivables and related provision for bad debts are analysed below: 30 June 2011 31 December 2010 Within 1 year 36,337,132.78 41,876,178.36 1 to 2 years 2,966,298.40 1,179,247.56 2 to 3 years 1,137,009.82 1,052,432.85 Over 3 years 16,767,102.89 16,792,385.72 57,207,543.89 60,900,244.49 (b) Other receivables and related provision for bad debts by category are analysed below: 30 June 2011 31 December 2010 Carrying amount Bad debt provision Carrying amount Bad debt provision % of total % of total amount amount amount rate amount amount amount rate Individually significant are subject to separate impairment assessment 8,980,000.00 15.70% (8,980,000.00) 100.00% 8,980,000.00 14.75% (8,980,000.00) 100.00% Receivable accounts within similar credit risk group 37,558,343.99 65.65% (63,542.85) 0.17% 43,215,849.71 70.96% (104,849.97) 0.24% Individually not significant but individually evaluated for impairment 10,669,199.90 18.65% (9,182,987.85) 86.07% 8,704,394.78 14.29% (8,704,394.78) 100.00% 57,207,543.89 100.00% (18,226,530.70) 31.86% 60,900,244.49 100.00% (17,789,244.75) 29.21% 68 V Notes to the consolidated financial statements (continued) (5) Other receivables (continued) (c) As at 30 June 2011, impairment provision for other receivables individually significant are analysed as below. Bad debt Assessment for Amount provision Rate impairment Shenzhen Yinghai Technology investment Uncertainty in Co., Ltd. 8,980,000.00 (8,980,000.00) 100% recoverability (d) Provisions for impairment of the receivables which have a similar risk group are analysed below: 30 June 2011 31 December 2010 Carrying amount Bad debt provision Carrying amount Bad debt provision % of total % of total amount amount amount rate amount amount amount rate Within 1 year 35,269,647.43 93.91% - 0.00% 41,876,178.36 96.90% - 0.00% 1 to 2 years 1,937,924.70 5.16% (41,712.18) 2.15% 1,015,347.60 2.35% (50,767.38) 5.00% 2 to 3 years 321,309.86 0.85% (15,937.87) 4.96% 107,821.60 0.25% (10,782.16) 10.00% Over 3 year 29,462.00 0.08% (5,892.80) 20.00% 216,502.15 0.50% (43,300.43) 20.00% 37,558,343.99 100.00% (63,542.85) 0.17% 43,215,849.71 100.00% (104,849.97) 0.24% (e) As at 30 June 2011, other receivables individually not significant but individually evaluated for impairment are analysed below: Bad debt Assessment for Amount provision Rate impairment Uncertainty in ShenZhen Health Food I&E Co. Ltd. 1,157,860.00 1,157,860.00 100% recoverability GuangXi Autonomous Region People's Aged over 3 years, high Hospital 800,000.00 800,000.00 100% risk in recoverability Nanning medicine purchasing and Uncertainty in selling Centre 764,829.29 764,829.29 100% recoverability The Guangxi Zhuang Autonomous Region Housing policy innovation Uncertainty in office 3,071,522.04 1,585,309.99 51.61% recoverability Uncertainty in YiZhouShi People's Hospital etc. 4,874,988.57 4,874,988.57 100% recoverability 10,669,199.90 9,182,987.85 69 V Notes to the consolidated financial statements (continued) (5) Other receivables (continued) (f) Other receivables written off in current period are analysed as below: Related party Nature Amount Reason for written off transaction or not China Medical Group Shanghai Withdrawal for Chemical Reagent Store the procurement 5,146.35 Rrights cannot recognised Yes China Medical Industry Co., Ltd. Withdrawal for Guangzhou Affliate the procurement 16,100.00 Rrights cannot recognised Yes Sinopharm Chemical Reagent Withdrawal for Co., Ltd. the procurement 5,366.81 Rrights cannot recognised Yes (g) As at 30 June 2011, the top five other receivables by customer are analysed below: Relationship with % of the total the Group Amount Ageing other receivable ShenZhenShi YingHai Technology&Investment Co. Ltd. Third party 8,980,000.00 Over 5 years 15.70% Sino-American Shanghai Squibb Pharmaceuticals Ltd. Third party 3,588,986.00 Within 1 year 6.27% Yuxi Aosen Biological Co., Ltd. Third party 2,651,862.00 Within 1 year 4.64% Weicai (China) Pharm Corporate Limited Third party 2,650,000.02 Within 1 year 4.63% LiuZhouShi Housing Provident Fund Management Center- Specific Account for Housing Fund Third party 1,991,298.98 Over 5 years 3.48% 19,862,147.00 34.72% (h) Other receivables due from related party As at 30 June 2011, there are other receivables of RMB1,215,000.00 due from related party, which is 2.12% of the total other receivables, without any bad debt provided. There is no other receivables from entity holding 5% or over 5% voting rights of the Group. 70 V Notes to the consolidated financial statements (continued) (6) Inventories (a) Inventories by category are analysed as below: 30 June 2011 31 December 2010 Book value Provision Net book value Book value Provision Net book value Raw materials 125,597,444.66 (4,318,292.47) 121,279,152.19 165,679,203.91 (3,358,112.02) 162,321,091.89 Packaging materials 736,547.16 - 736,547.16 655,633.83 - 655,633.83 Consigned processing materials 6,050,557.72 - 6,050,557.72 1,366,855.16 - 1,366,855.16 Finished goods 1,018,957,949.89 (8,664,078.90) 1,010,293,870.99 877,562,151.03 (4,961,799.59) 872,600,351.44 Goods in transition 13,911,626.02 (467,938.98) 13,443,687.04 75,453,155.42 (2,006,680.46) 73,446,474.96 Work in progress 36,478,100.92 - 36,478,100.92 45,068,088.99 - 45,068,088.99 Low cost consumables 824,788.57 - 824,788.57 871,162.53 - 871,162.53 1,202,557,014.94 (13,450,310.35) 1,189,106,704.59 1,166,656,250.87 (10,326,592.07) 1,156,329,658.80 (b) Provision for declines in value of inventories is analysed as below: 31 December Decreases 2010 Increases Reversal Written off 30 June 2011 Raw materials 3,358,112.02 2,104,184.56 1,077,422.32 66,581.79 4,318,292.47 Finished goods 4,961,799.59 5,272,542.70 1,215,611.42 354,651.97 8,664,078.90 Goods in transition 2,006,680.46 - 1,538,741.48 - 467,938.98 10,326,592.07 7,376,727.26 3,831,775.22 421,233.76 13,450,310.35 (7) Long-term equity investments 30 June 2011 31 December 2010 Associates - Without quoted price 80,490,540.36 85,275,251.06 The Group has no liquidity restriction on its long-term equity investments. 71 V Notes to the consolidated financial statements (continued) (7) Long-term equity investments (continued) (a) Associates Increases/(Decreases) Profit/Cash Equity Original Additional dividends Other interes Voting Explanation for the inconsistence Accounting investment 31 December investment Share of profit of declared by changes in t held rights held between equity interest held and method cost 2010 cost associate associate equity 30 June 2011 (%) (%) voting rights held Board of the directors is the highest decision making organization, which is formed by 3 shareholders of Wanle Medical evenly, each Equity shareholder appoints 2 directors set Wanle Medical method 4,457,400.00 85,275,251.06 - 12,810,289.30 (17,595,000.00) - 80,490,540.36 35.19 33.33 up the borad. (b) Investment in associates Equity interest held Voting rights held 30 June 2011 For six months ended 30 June 2011 (%) (%) Total assets Total liabilities Net assets Revenues Net profit Wanle Medical 35.19 33.33 479,264,581.69 258,664,814.94 220,599,766.75 251,738,473.05 41,438,823.90 72 V Notes to the consolidated financial statements (continued) (8) Investment properties 31 December Current 30 June 2011 2010 Current period period additions disposals 165,914,762.4 Cost 6 - - 165,914,762.46 150,496,208.9 Buildings 0 - - 150,496,208.90 Land use rights 15,418,553.56 - - 15,418,553.56 Accumulated depreciation/ (78,621,428.70 (81,827,954.56 amortisation ) (3,206,525.86) - ) (77,082,150.15 (80,190,395.09 Buildings ) (3,108,244.94) - ) Land use rights (1,539,278.55) (98,280.92) - (1,637,559.47) Net book value 87,293,333.76 (3,206,525.86) - 84,086,807.90 Buildings 73,414,058.75 (3,108,244.94) - 70,305,813.81 Land use rights 13,879,275.01 (98,280.92) - 13,780,994.09 For the six months ended 30 June 2011, the amount of depreciation expense and amortization were RMB3,206,525.86, and no provision for impairment was provided. 73 V Notes to the consolidated financial statements (continued) (9) Fixed assets 31 December 2010 Current period additions Current period disposals 30 June 2011 Cost 783,341,813.81 29,765,509.29 6,892,153.47 806,215,169.31 Buildings 292,290,735.22 19,748,917.92 190,011.51 311,849,641.63 Machinery and equipment 291,068,102.35 12,740,332.67 694,546.77 303,113,888.25 Motor vehicles 53,346,433.87 3,978,863.23 5,574,169.65 51,751,127.45 Others 120,041,142.06 3,942,155.49 433,425.54 123,549,872.01 Leasehold improvements 26,595,400.31 (10,644,760.02) - 15,950,640.29 Current period depreciation Current period disposals Accumulated depreciation (289,484,070.38) (33,831,090.95) 5,426,788.11 (317,888,372.90) Buildings (81,695,473.45) (8,425,317.97) 14,685.54 (90,106,105.88) Machinery and equipment (110,057,627.37) (13,558,446.15) 686,169.50 (122,929,904.02) Motor vehicles (22,479,927.68) (3,046,925.90) 4,318,862.72 (21,207,990.86) Others (65,382,814.67) (9,163,772.14) 407,070.35 (74,139,516.46) Leasehold improvements (9,868,227.21) 363,371.21 - (9,504,856.00) Carrying value 493,857,743.43 488,326,796.41 Buildings 210,595,261.77 221,743,535.75 Machinery and equipment 181,010,474.98 180,183,984.23 Motor vehicles 30,866,506.19 30,543,136.59 Other 54,658,327.39 49,410,355.55 Leasehold improvements 16,727,173.10 6,445,784.29 Provision for impairment loss (1,300,000.00) (1,300,000.00) Buildings (1,300,000.00) (1,300,000.00) Machinery and equipment - - Motor vehicles - - Others - - Leasehold improvements - - Net book value 492,557,743.43 487,026,796.41 Buildings 209,295,261.77 220,443,535.75 Machinery and equipment 181,010,474.98 180,183,984.23 Motor vehicles 30,866,506.19 30,543,136.59 Others 54,658,327.39 49,410,355.55 Leasehold improvements 16,727,173.10 6,445,784.29 74 V Notes to the consolidated financial statements (continued) (9) Fixed assets (continued) For the six months ended 30 June 2011, details of the amount of depreciation expense charged is below: Six months ended 30 June 2011 Cost of goods sold 18,900,075.72 Selling expenses 2,317,050.15 General and administrative expenses 10,591,626.02 Research and development expenses 2,022,339.06 33,831,090.95 For the six months ended 30 June 2011, fixed assets transferred from construction in progress were RMB9,138,540.62. (10) Construction in progress 30 June 2011 31 December 2010 Asepsis Materials Plant Project 20,828,473.64 20,828,473.64 Nanning Logistics Center Project 45,002,433.91 14,507,130.59 Menstruum Recycling Plant Project 17,349,178.80 12,773,423.00 Power Station Improvement Project 10,155,071.71 9,625,754.12 Cefoxitin Plant Improvement Project 8,781,473.16 8,055,862.00 Chebei Project 6,915,595.20 6,915,595.20 Multifunctional Warehouse project 3,799,366.61 6,847,719.64 Peinan Project 12,432,065.97 8,084,242.40 Zhijun Zhiyao Guanglan Stage II Project 3,914,271.01 1,441,384.55 Reconstruction of Wastewater Treatment Project and others 18,539,700.40 14,513,077.86 Greening Design Programme and others 4,708,675.12 4,708,675.12 152,426,305.53 108,301,338.12 75 V Notes to the consolidated financial statements (continued) (10) Construction in progress (continued) Changes of construction in progress during the six monthes monthe ended 30 June 2011 are below: Borrowing Accumulated cost Weighted Current Transfer to fixed Cost up to capitalised capitalised average Budget of 31 December period assets during date out of Construction borrowing in current interest Financed Name of project project 2010 additions current period 30 June 2011 budget (%) progress (%) cost period rate (%) by Asepsis Materials Plant Working capital and Project 59,340,000.00 20,828,473.64 - - 20,828,473.64 99% 99% - - - loans Nanning Logistics Working capital and loans Center Project 147,000,000.00 14,507,130.59 30,495,303.32 - 45,002,433.91 31% 31% 2,301,896.92 1,563,117.25 6.67% Menstruum Recycling Working capital and loans Plant Project 17,440,000.00 12,773,423.00 4,604,601.95 (28,846.15) 17,349,178.80 99% 99% - - - Power Station Working capital and loans Improvement Project 14,700,000.00 9,625,754.12 529,317.59 10,155,071.71 69% 69% - - - Cefoxitin Plant Working capital and loans Improvement Project 9,000,000.00 8,055,862.00 725,611.16 8,781,473.16 98% 98% - - - Chebei Project Working capital and loans 11,810,000.00 6,915,595.20 - - 6,915,595.20 59% 59% - - - Multifunctional Working capital and loans Warehouse Project 11,370,000.00 6,847,719.64 2,336,705.61 (5,385,058.64) 3,799,366.61 81% 81% - - - Peinan Project Working capital and loans 40,000,000.00 8,084,242.40 4,347,823.57 12,432,065.97 31% 31% - - - Zhijun Zhiyao Guanglan Working capital and loans Stage II Project 250,000,000.00 1,441,384.55 2,472,886.46 - 3,914,271.01 1.56% 1.56% - - - Reconstruction of Working capital and loans Wastewater Treatment Project and others 24,606,541.20 14,513,077.86 7,751,258.37 (3,724,635.83) 18,539,700.40 90% 90% - - - Greening Design Programme and others - 4,708,675.12 - - 4,708,675.12 - - - - - Working capital 583,626,541.20 108,301,338.12 53,263,508.03 (9,138,540.62) - 152,426,305.53 76 V Notes to the consolidated financial statements (continued) (11) Intangible assets Current 31 December Current period period 30 June 2010 additions decreases 2011 Cost 195,327,775.54 621,072.88 - 195,948,848.42 Land use rights 129,845,384.04 - - 129,845,384.04 Computer software 12,201,608.17 621,072.88 - 12,822,681.05 Proprietary technology 53,083,933.33 - - 53,083,933.33 Trademarks 196,850.00 - - 196,850.00 Accumulated amortization (66,152,409.45) (8,406,252.01) - (74,558,661.46) (26,448,777.36 Land use rights (25,105,998.71) (1,342,778.65) - ) Computer software (8,110,179.92) (993,912.11) - (9,104,092.03) Proprietary technology (32,791,536.96) (6,052,524.15) - (38,844,061.11) Trademarks (144,693.86) (17,037.10) - (161,730.96) Net book value 129,175,366.09 121,390,186.96 Land use rights 104,739,385.33 103,396,606.68 Computer software 4,091,428.25 3,718,589.02 Proprietary technology 20,292,396.37 14,239,872.22 Trademarks 52,156.14 35,119.04 For the six months ended 30 June 2011, the amount of amortization expense was RMB8,406,252.01. As at 30 June 2011, the carrying amount of land use right located on Ping Shan of Longgang district was RMB26,468,109.27 (initial cost : RMB30,020,106.63). The land is still pending for development due to the change of functional planning of the industrial park by the government. As a result, the Bureau of Planning, Land and Resources of Shenzhen Municipality has recognised it as vacant land. The Company is in the process of applying administrative re-examination and appeals the bureau to withhold the title of vacant land. According to the Company’s plan, the land will be developed as Shenzhen Accord Ping Shan pharmaceutical centre specializing in manufacturing and R&D. Expenditures on research and development incurred for the six months ended 30 June 2011 are listed as below: Current period 31 December 2010 additions 30 June 2011 Development costs 2,580,662.85 278,655.55 2,859,318.40 The development costs accounted for 1.38% of the total expenditures on research and development incurred in the six months ended 30 June 2011. Not expenditures on on research and development is recognised as intangible assets. 77 V Notes to the consolidated financial statements (continued) (12) Goodwill Current period 31 December 2010 additions 30 June 2011 Goodwill 53,555,677.09 - 53,555,677.09 Less: provision for impairment (a) - - - 53,555,677.09 - 53,555,677.09 (a) Impairment The goodwill allocated to the asset groups and groups of asset groups are summarised by operating segments as follows: 30 June 2011 31 December 2010 Pharmaceutical distribution Yanfeng Medical 16,868,644.87 16,868,644.87 Sinopharm Meizhou 1,610,819.66 1,610,819.66 Sinopharm Huizhou 923,184.67 923,184.67 Sinopharm Zhanjiang 282,135.55 282,135.55 Dongguan Accord 1,499.02 1,499.02 Pharmaceutical manufacturing Suzhou Wanqin 33,869,393.32 33,869,393.32 53,555,677.09 53,555,677.09 The recoverable amount of asset groups and groups of asset groups is calculated using the estimated cash flows determined according to the five-years budget approved by management. The cash flows beyond the five-years period are calculated based on the following estimated growth rates. As at 30 June 2011, management of the Group considered there was no impairment to goodwill recognised after the impairment assessment. 78 V Notes to the consolidated financial statements (continued) (13) Long-term prepaid expenses 31 December Current period Current period 2010 additions amortisation 30 June 2011 Leasehold improvements 18,609,920.17 5,164,897.16 2,771,613.92 21,003,203.41 Others 1,201,691.07 600,037.60 510,625.62 1,291,103.05 19,811,611.24 5,764,934.76 3,282,239.54 22,294,306.46 (14) Deferred income tax assets and deferred income tax liabilities (a) Deferred income tax assets 30 June 2011 31 December 2010 Deferred Deductible Deferred Deductible income tax temporary income tax temporary assets differences assets differences Provision for accounts receivable 5,053,337.37 20,213,349.47 4,745,194.38 19,246,624.26 Provision for other receivables 2,665,191.83 12,550,597.58 2,739,278.52 12,089,435.27 Provision for declines in value of inventories 2,343,868.46 11,344,162.50 1,711,016.77 10,089,072.64 Provision for fixed assets impairment 171,181.93 684,727.72 174,571.68 698,286.70 Accrued expenses 6,099,951.63 33,180,594.21 5,541,124.17 31,872,047.07 Accrued payroll 10,836,752.66 45,833,472.55 10,948,931.14 53,300,710.61 Deferred revenue 4,888,981.05 29,729,951.32 4,722,984.13 28,751,822.73 Others 927,953.24 4,301,812.99 500,491.45 2,723,589.31 158,771,588.5 32,987,218.17 157,838,668.34 31,083,592.24 9 (b) Deferred income tax liabilities 30 June 2011 31 December 2010 Deferred Deductible Deferred Deductible income tax temporary income tax temporary liabilities differences liabilities differences Business combination involving entities not under common control 4,039,851.03 26,932,340.23 4,817,694.42 32,117,962.85 Changes in fair value 13,614,195.45 54,456,781.8 14,118,080.28 56,472,321.11 Others 3,928,255.68 16,126,187.20 3,773,319.00 15,093,276.00 103,683,559.9 21,582,302.16 97,515,309.23 22,709,093.70 6 79 V Notes to the consolidated financial statements (continued) (15) Provision for asset impairment Decreases 31 December 2010 Increases Reversal Written off 30 June 2011 Bad debt provision 52,658,789.41 5,950,476.53 3,539,741.38 26,613.16 55,042,911.40 Including: Provision for accounts receivable 34,869,544.66 5,455,640.06 3,508,804.02 36,816,380.70 Provision for other receivables 17,789,244.75 494,836.47 30,937.36 26,613.16 18,226,530.70 Provision for declines in value of inventories 10,326,592.07 7,376,727.26 3,831,775.22 421,233.76 13,450,310.35 Provision for fixed assets impairment 1,300,000.00 - - - 1,300,000.00 64,285,381.48 13,327,203.79 7,371,516.60 447,846.92 69,793,221.75 (16) Other non-current assets 30 June 2011 31 December 2010 Medical reserve fund 50,289,370.04 48,127,831.56 (17) Short-term loans (a) Category Currency 30 June 2011 31 December 2010 Entrusted loans RMB 400,000,000.00 300,000,000.00 Guaranteed loans RMB - 118,348,996.25 Unsecured loans RMB 874,704,144.54 442,266,992.42 Pledged loans RMB - 30,247,557.88 Discounted notes RMB 123,393,841.56 84,612,337.66 1,398,097,986.10 975,475,884.21 (b) As at 30 June 2011, there were no expired bank loans (18) Notes payable 30 June 2011 31 December 2010 Trade acceptance notes 217,154,125.46 336,739,137.60 Bank acceptance notes 928,030,388.09 1,111,883,353.12 1,145,184,513.55 1,448,622,490.72 As at 30 June 2011, notes payable of RMB1,145,184,513.55 would be expired within 1 year 80 V Notes to the consolidated financial statements (continued) (19) Accounts payable 30 June 2011 31 December 2010 Accounts payable 2,315,122,567.54 2,003,566,517.62 (a) Accounts payable due from shareholders with more than 5% (including 5%) of the Group’s equity interest are analysed as below: 30 June 2011 31 December 2010 Sinopharm Group 164,616,686.29 109,598,841.49 (20) Advances from customers 30 June 2011 31 December 2010 Advances from customers 70,303,352.64 100,322,387.21 There is no advance from customers who hold 5% or over 5% voting rights of the Group. 81 V Notes to the consolidated financial statements (continued) (21) Employee benefits payable 31 December Current period Current period 2010 additions reductions 30 June 2011 Wages and salaries, bonuses, allowances and subsidies 103,312,473.14 167,117,134.92 177,335,129.09 93,094,478.97 Staff welfare 172,176.00 11,632,766.58 11,804,942.58 - Social security contributions 1,425,939.05 19,477,039.28 19,196,681.75 1,706,296.58 Including: Medical insurance 161,987.29 4,762,890.27 4,750,729.03 174,148.53 Basic pensions, 983,887.47 12,270,144.55 12,408,727.75 845,304.27 Supplemental pensions, 175,580.00 790,280.00 419,860.00 546,000.00 Unemployment insurance 79,813.62 874,061.71 834,078.90 119,796.43 Work injury insurance 8,791.87 375,047.33 381,041.34 2,797.86 Maternity insurance 15,878.80 404,615.42 402,244.73 18,249.49 Housing funds 381,788.16 6,734,286.23 6,957,092.14 158,982.25 Labor union funds and employee education funds 9,273,557.01 3,667,830.46 4,975,369.68 7,966,017.79 Compensation for employee dismission 3,477,747.06 915,233.90 1,176,013.90 3,216,967.06 Early retirement benefits 6,729,257.59 971,698.16 774,173.38 6,926,782.37 Others 2,418,779.24 438,070.45 504,550.45 2,352,299.24 127,191,717.25 210,954,059.98 222,723,952.97 115,421,824.26 (22) Taxes payable 30 June 2011 31 December 2010 Enterprise income tax payable 36,255,132.81 35,944,942.69 Value-added-tax payable 11,505,653.84 (5,010,377.31) Business tax payable 1,663,132.61 1,380,716.94 City maintenance and construction tax payable 593,204.55 537,550.82 Real estate tax payable 550,095.88 399,097.44 Stamp duty tax payable 422,742.05 1,094,469.16 Land use rights tax payable 202,729.07 83,178.55 Individual income tax payable 3,853,060.06 2,411,409.52 Educational surcharge payable 288,403.06 235,523.80 Rivers management fee 2,203,562.80 2,152,879.39 Anti-flood fund 195,277.47 469,902.57 Others 424,040.16 21,018.15 58,157,034.36 39,720,311.72 82 V Notes to the consolidated financial statements (continued) (23) Interests payable 30 June 2011 31 December 2010 Interests payable 6,281,609.97 2,122,314.90 (24) Other payables 30 June 2011 31 December 2010 Other payables 404,953,733.21 345,011,293.80 (a) Other payables due to shareholders with more than 5% (including 5%) of the Group’s equity interest are analysed as below: 30 June 2011 31 December 2010 Sinopharm Group 3,893,939.65 3,893,939.65 (b) Other payables due to related party As at 30 June 2011, there are other payables of RMB8,413,481.84 due to related party, which accounts for 2.08% of the total other payables. (c) As at 30 June 2011, other payables of RMB52,207,138.04 were aged over 1 year, which were mainly for accrued selling expenses. 83 V Notes to the consolidated financial statements (continued) (25) Long-term loans Currenc 30 June 2011 31 December 2010 y Unsecured loans RMB 78,842,900.00 30,000,000.00 (a) Details for top five long-term loans are as followings. Interest rate Borrowing Repayment per annum 31 December date date Currency (%) 30 June 2011 2010 6 September 5 September Agricultural Bank of China 2010 2013 RMB 5.265 10,000,000.00 10,000,000.00 13 October 5 September Agricultural Bank of China 2010 2013 RMB 5.265 10,000,000.00 10,000,000.00 16 December 5 September Agricultural Bank of China 2010 2013 RMB 5.265 10,000,000.00 10,000,000.00 28 January 28 November Agricultural Bank of China 2011 2012 RMB 5.265 10,000,000.00 - 31 March 20 December Bank of Communications 2011 2015 RMB 6.65 7,000,000.00 - 47,000,000.00 30,000,000.00 84 V Notes to the consolidated financial statements (continued) (26) Payables for specific projects 31 December 2010 Addition Reclassification 30 June 2011 Industrial technology funds 3,000,000.00 - - 3,000,000.00 Government grants for ERP system construction 955,000.00 - - 955,000.00 Others 800,000.00 - - 800,000.00 4,755,000.00 - - 4,755,000.00 (27) Other non-current liabilities 30 June 2011 31 December 2010 Deferred income(Note a) 37,478,335.12 30,382,512.43 Medical reserve funds (Note b) 45,427,343.31 45,427,343.31 82,905,678.43 75,809,855.74 (a) Deferred income 30 June 2011 31 December 2010 Government grants related to assets - R&D library (in progress) 5,000,000.00 5,000,000.00 - Medical R&D center II (in progress) 5,000,000.00 5,000,000.00 - Shared logistics center(completed) 4,294,883.44 4,102,107.25 - Other projects(in progress) 3,185,003.14 2,277,489.70 Promotion rewards program 18,090,448.54 14,002,915.48 Construction Supporting Fund 1,908,000.00 - 37,478,335.12 30,382,512.43 (b) Certain medical reserves funds were received by the Group from the PRC government for it to purchase medical products (including medicines) required to respond to major disasters, epidemics and other emergencies. 85 V Notes to the consolidated financial statements (continued) (28) Share capital Movement Capitalisation 30 June 2011 Bonus of surplus 31 December 2010 New issue issue reserve Others Total Listed shares without restriction of trading: A shares, listed 233,263,800.00 -- - - - - 233,263,800.00 B shares, listed 54,885,600.00 - - - - - 54,885,600.00 288,149,400.00 - - - - - 288,149,400.00 Movement Capitalisation 31 December Bonus of surplus 2010 31 December 2009 New issue issue reserve Others Total Listed shares without restriction of trading: A shares, listed 233,263,800.00 - - - - - 233,263,800.00 B shares, listed 54,885,600.00 - - - - - 54,885,600.00 288,149,400.00 - - - - - 288,149,400.00 Listed shares with restriction of trading: A shares held by the State - - - - - - - 288,149,400.00 - - - - - 288,149,400.00 86 V Notes to the consolidated financial statements (continued) (29) Capital surplus 31 December Current period 30 June 2010 additions/reductions 2011 (Note IV (3)(a)) Share premium - - - Business combination under common control - - - Other Capital surplus Share of changes in equity other than profits of investees 2,380,016.57 - 2,380,016.57 Transfer of capital surplus recognised under the previous accounting system 2,650,322.00 - 2,650,322.00 5,030,338.57 5,030,338.57 (30) Surplus reserve 31 December Current period Current period 30 June 2010 additions reductions 2011 Statutory surplus reserve 39,981,268.55 - - 39,981,268.55 87 V Notes to the consolidated financial statements (continued) (31) Undistributed profits Current period 2010 Amount Appropriation Amount Appropriation rate rate Opening balance of retained earnings(before adjusted) 719,209,302.41 511,913,342.00 Changes from business combination under common control (a) - (1,994,394.68) Opening balance of retained earnings(after adjusted) 719,209,302.41 509,918,947.32 Add:net profit attributable to the shareholders of the company 165,136,443.84 261,116,656.70 Less: appropriation of statutory surplus reserve (Note V(33)) (22,408,211.44) 10% Dividends (d) (34,577,928.00) (28,814,940.00) Other outflow (b) (603,150.17) Add: other inflow (c) 1,830,000.00 - Ending balance of retained earnings 851,597,818.25 719,209,302.41 (a) During the reporting period, CMPGC, the former shareholder of Shenzhen Medicine, agreed to undertake the transitional period losses of Shenzhen Medicine with amount of RMB1.83 million according to the percentage of shareholding. The Company received the compensation on 12 May 2011. (32) Minority Interest Minority interests are analysed as below: 30 June 2011 31 December 2010 Sinopharm Liuzhou 24,692,921.25 23,073,890.87 Suzhou Wanqin 34,255,812.58 34,455,044.53 Yanfeng Medical 22,715,317.28 21,546,116.21 81,664,051.11 79,075,051.61 88 V Notes to the consolidated financial statements (continued) (33) Sales and cost of sales Six months ended 30 June 2011 2010 Revenue of main operations 7,163,473,393.19 6,186,858,123.55 Other operating income 31,899,024.57 49,969,395.42 7,195,372,417.76 6,236,827,518.97 Six months ended 30 June 2011 2010 Cost of main operations 6,509,872,793.66 5,655,303,808.13 Other operating expenses 9,867,512.25 20,531,583.15 6,519,740,305.91 5,675,835,391.28 (a) Revenue and cost of main operations Revenue and cost of main operations analysed by industries are set out below: Six months ended 30 June 2011 Six months ended 30 June 2010 Revenue of Cost of main Revenue of Cost of main main operations operations main operations operations Pharmaceutical manufacturing 925,760,135.84 651,752,176.74 793,279,106.05 582,962,100.29 Pharmaceutical distribution 6,188,489,912.61 5,819,060,942.06 5,361,680,838.99 5,049,673,137.02 Retail pharmacy 33,299,118.36 29,382,536.04 17,303,351.77 15,042,291.10 Logistics and freights 10,782,275.27 7,935,256.43 10,156,106.84 6,086,418.27 Rental and other income 5,141,951.11 1,741,882.39 4,438,719.90 1,539,861.45 7,163,473,393.19 6,509,872,793.66 6,186,858,123.55 5,655,303,808.13 (b) Top five customers are analysed as follows: The sales to top five customers of the Group for the six months ended 30 June 2011 amounted to RMB483,432,748.01, which accounted for 6.72% of the total revenue from main operations. Details are set out below: % of total sales of Sales the Group GuangDong Province People's Hospital 131,595,846.53 1.83% The First Affiliated Hospital of GuangXi Medical University 100,744,819.81 1.40% The Guangxi Zhuang Autonomous People’s Hospital 97,057,053.12 1.35% Southern Hospital of southern medical university 80,131,609.19 1.11% Shenzhen People's Hospital 73,903,419.36 1.03% 483,432,748.01 6.72% 89 V Notes to the consolidated financial statements (continued) (34) Tax and surcharges Six months ended 30 June 2011 2010 Business tax 4,419,234.31 2,607,804.12 City maintenance and construction tax 7,198,610.61 3,744,651.15 Educational surcharge 3,668,614.72 2,227,067.89 Others 312,552.08 165,058.84 15,599,011.72 8,744,582.00 (35) Selling and distribution expenses Six months ended 30 June 2011 2010 Employees payroll and welfare benefits 78,168,571.54 68,741,843.21 Transportation charges 39,544,945.32 31,853,761.25 Promotion and marketing expenses 56,774,204.78 43,942,725.16 Travel allowances 7,581,702.20 7,303,737.86 Advertising expenses 7,983,056.09 6,191,219.45 Storage expenses 7,290,000.00 7,155,518.21 Tendering expenses 2,772,241.10 4,288,289.20 Depreciation expenses 2,317,050.15 2,026,221.71 Others 37,370,594.89 38,113,668.95 239,802,366.07 209,616,985.00 (36) Governance and administrative expense Six months ended 30 June 2011 2010 Employees payroll and welfare benefits 73,321,000.50 63,144,946.86 Research and development expenses 27,706,175.10 24,808,809.78 Depreciation expenses 10,591,626.02 9,600,579.55 Taxations 7,844,363.86 7,098,172.06 Amortisation of intangible assets 8,406,252.01 7,881,650.44 Entertainment expenses 4,025,159.61 3,820,519.59 Office allowances 4,682,783.49 4,054,522.62 Conference expenses 1,216,375.99 1,861,815.85 Vehicle management expenses 2,354,220.93 2,626,288.18 Maintenance and other charges 2,027,400.03 2,232,100.71 Travel allowances 1,571,716.76 1,847,248.31 Utilities 1,916,632.80 1,639,936.29 Consulting fees 2,145,339.57 805,968.91 Rental expenses 2,241,707.04 3,096,605.95 Others 12,788,292.24 10,326,885.30 162,839,045.95 144,846,050.4 90 V Notes to the consolidated financial statements (continued) (37) Financial expenses - net Six months ended 30 June 2011 2010 Interest expenses 58,659,926.32 36,029,531.10 Interest income (2,590,683.92) (2,362,978.87) Exchange gains (751,969.30) (32,170.23) Others 6,089,433.19 3,718,929.44 61,406,706.29 37,353,311.44 (38) Assets impairment losses Six months ended 30 June 2011 2010 Bad debts 2,330,699.15 14,273,360.36 Declines in values of inventories 3,544,952.04 1,038,271.20 5,875,651.19 15,311,631.56 (39) Investment income Six months ended 30 June 2011 2010 Share of profit of investees under equity method (Note a) 12,810,289.30 11,263,472.59 Income from disposal of long-term equity investments - 41,241.30 12,810,289.30 11,304,713.89 The investment income from long-term investment under equity method represented the profit from Wanle Medical. The increase was due to improved business performance of that associate. There is no significant restriction on the remittance of investment income to the Group. 91 V Notes to the consolidated financial statements (continued) (40) Non-operating income Six months ended 30 June 2011 2010 Gain on disposal of fixed assets 701,613.68 2,247,523.93 Government grants 7,391,233.49 5,892,547.15 Others 6,922,562.86 568,440.92 15,015,410.03 8,708,512.00 Non-operating income is wholly classified as non-recurring profit and loss. (a) Government grants Six months ended 30 June 2011 2010 Government grants for medicine reserve expenses 406,909.68 - Government grants for technical improvement 1,521,000.00 Government grants for R&D expenses 4,750,000.00 20,000.00 Industry technology improvement fund - 2,750,000.00 Others 713,323.81 3,122,547.15 7,391,233.49 5,892,547.15 (41) Non-operating expenses Six months ended 30 June 2011 2010 Losses on disposal of fixed assets 70,253.22 471,610.41 Donation - 268,786.00 Others 146,941.30 107,146.21 217,194.52 847,542.62 Non-operating cost is wholly classified as non-recurring profit and loss. (42) Income taxes expenses Six months ended 30 June 2011 2010 Current income tax 46,961,974.63 42,068,324.85 Deferred income tax 3,030,417.47 (747,527.80) 49,992,392.10 41,320,797.05 92 V Notes to the consolidated financial statements (continued) (43) Earnings per share (a) Basic earnings per share Basic earnings per share is calculated by consolidated net profit attributable to shareholders of the Company dividing by the weighted average number of ordinary shares in issue: Six months ended 30 June 2011 2010 Consolidated net profit attributable to shareholders of the Company 165,136,443.84 119,387,096.38 Weighted average number of ordinary shares in issue 288,149,400.00 288,149,400.00 Basic earnings per share 0.57 0.41 Including: From continued operations 0.57 0.41 (b) Diluted earnings per share Diluted earnings per share is calculated by dividing the consolidated net profit attributable to shareholders of the Company by the weighted average number of ordinary shares in issue, which both should be adjusted for the effects of all potential dilutive factors. The Company has no potential outstanding ordinary shares (2010: nil), the diluted earnings per share equals the basic earnings per share. 93 V Notes to the consolidated financial statements (continued) (44) Cash received relating to other operating activities (a) Cash received relating to other operating activities Six months ended 30 June 2011 2010 Government grants 6,895,023.12 5,892,547.10 Interest income 2,590,683.92 2,362,978.87 Others 46,960,076.22 86,667,044.24 56,445,783.26 94,922,570.21 (b) Cash paid relating to other operating activities Six months ended 30 June 2011 2010 Storage and transportation expenses 15,840,797.94 10,201,107.60 Entertainment expenses 9,381,809.65 7,879,698.48 Rental expenses 3,310,119.12 3,200,483.92 Advertising expenses 6,781,673.04 5,316,852.15 Bank charges 5,866,234.42 5,037,982.90 Others 155,268,721.09 169,509,499.52 196,449,355.26 201,145,624.57 (c) Cash paid relating to other investing activities Six months ended 30 June 2011 2010 Payment for acquisition of minority interests - 64,330,110.00 Others 9,698,496.42 - 9,698,496.42 64,330,110.00 (d) Cash received relating to other financing activities Six months ended 30 June 2011 2010 Entrusted loans borrowed from Sinopharm 150,000,000.00 - Factoring 103,511,273.99 - 253,511,273.99 - (e) Cash payments relating to other financing activities Six months ended 30 June 2011 2010 Repayment of entrusted loans lent by Sinopharm 258,517,647.94 - Repayment of the loan from Sinopharm Group Logistics Company’s Guangzhou subsidiary - 800,000.00 Dividends to ordinary shareholders - 13,762,551.78 Others 12,620.00 - 258,530,267.94 14,562,551.78 94 V Notes to the consolidated financial statements (continued) (45) Supplementary information of cash flow statements (a) Supplementary information of cash flow statements Reconciliation of net profit to cash flows from operating activities Six months ended 30 June 2011 2010 Net profit 167,725,443.34 122,964,453.51 Add: Provision for assets impairment 5,875,651.19 15,311,631.56 Depreciation of fixed assets and investment 37,037,616.81 33,755,674.83 properties Amortisation of intangible assets 8,406,252.01 7,881,650.44 Amortisation of long-term prepaid expenses 3,282,239.54 1,477,997.02 Gains on disposal of fixed assets, intangible assets and other non-current assets (701,613.68) (4,763,820.79) Losses on scrapped fixed assets 70,253.22 (15,406.07) Financial expenses 32,690,661.36 24,883,939.31 Investment income (12,810,289.30) (11,304,713.89) Increase of deferred tax assents (1,903,625.93) 657,082.14 Decrease of deferred tax liabilities (1,126,791.54) (1,404,609.94) Increase of inventory (35,900,764.07) (41,963,694.71) Increase in operating receivables (429,302,367.94) (332,867,705.15) Increase in operating payables 334,334,416.75 395,548,088.24 Net cash flow from operating activities 107,677,081.76 210,160,566.50 Movement of cash Six months ended 30 June 2011 2010 Cash at end of period 891,610,431.37 599,730,894.68 Less: cash at beginning of period (682,875,873.18) (588,405,672.15) Net increase in cash 208,734,558.19 11,325,222.53 95 V Notes to the consolidated financial statements (continued) (45) Supplementary information of cash flow statements (continued) (b) Cash and cash equivalents 30 June 2011 31 December 2010 Cash at end of period 891,610,431.37 682,875,873.18 Including: Cash in hand 81,181.61 146,710.56 Call deposits with banks 849,954,455.17 682,729,162.62 Other cash and cash equivalents 41,574,794.59 - Restricted cash 5,807,782.92 28,913,902.48 Cash at bank and on hand 897,418,214.29 711,789,775.66 VI Segment information The reportable segments of the Group are the business units that provide different products or service, or operate in the different areas. Different businesses or areas require different technologies and marketing strategies, the Group, therefore, separately manages the production and operation of each reportable segment and evaluates their operating results respectively, in order to make decisions about resources to be allocated to these segments and to assess their performance. The Group identified 2 reportable segments as follows: - Pharmaceutical distribution, which is mainly engaged in distribution of medicine and pharmaceutical products to customers, including hospitals, other distributors, retail drug stores and clinics; - Pharmaceutical manufacturing, which is mainly engaged in the manufacture and sale of medicine. Inter-segment transfers are measured by reference to sales to third parties. The assets and liabilities are allocated based on the operations of the segment and the physical location of the asset. The liabilities are allocated based on the operations of the segment. Expenses indirectly attributable to each segment are allocated to the segments based on the proportion of each segment’s revenue. 96 VI Segment information (continued) (a) Segment information as at and for the six months ended 30 June 2011 is as follows: Pharmaceutical distribution Pharmaceutical Elimination Total manufacturing Total Revenue 6,251,221,850.17 957,461,909.32 (13,311,341.73) 7,195,372,417.76 Revenue from external customers 6,250,694,791.03 944,677,626.73 - 7,195,372,417.76 Inter-segment revenue 527,059.14 12,784,282.59 (13,311,341.73) - Interest income 1,904,404.39 5,303,064.85 (4,697,785.32) 2,509,683.92 Interest expense (59,676,758.56) (3,680,953.08) 4,697,785.32 (58,659,926.32) Share of profit of associates 12,810,289.30 - - 12,810,289.30 Impairment 1,305,503.68 4,570,147.51 - 5,875,651.19 Depreciation and amortisation 16,835,511.50 31,890,596.86 - 48,726,108.36 Gross profit 227,854,233.52 102,150,658.93 (112,287,057.01) 217,717,835.44 Income taxes 31,749,848.37 18,242,543.73 - 49,992,392.10 Net profit 196,104,385.15 83,908,115.20 (112,287,057.01) 167,725,443.34 Total assets 5,971,854,480.00 1,557,621,268.33 (561,406,212.63) 6,968,069,535.70 Total liabilities (4,836,865,467.30) (1,046,176,422.88) 181,395,230.96 (5,701,646,659.22) Long-term equity investment in associates 80,490,540.36 - - 80,490,540.36 Additions to non-current assets other than long-term equity investments 28,070,200.67 6,358,629.91 - 34,428,830.58 97 VI Segment information (continued) (b) Segment information as at and for the six months ended 30 June 2010 is as follows: Pharmaceutical Pharmaceutical Elimination Total distribution manufacturing Total Revenue 5,430,966,603.70 816,239,275.87 (10,378,360.60) 6,236,827,518.97 Revenue from external customers 5,409,263,089.00 806,057,673.97 - 6,236,827,518.97 Inter-segment revenue 196,758.70 10,181,601.90 (10,378,360.60) - Interest income 1,855,375.85 2,673,678.02 (2,166,075.00) 2,362,978.87 Interest expense (36,630,513.46) (1,565,092.64) 2,166,075.00 (36,029,531.10) Share of profit of associates 11,263,472.59 - - 11,263,472.59 Impairment 12,209,841.20 3,101,790.36 - 15,311,631.56 Depreciation and amortisation 15,349,257.23 27,766,065.06 - 43,115,322.29 Gross profit 175,613,044.67 70,984,979.50 (82,312,773.61) 164,285,250.56 Income taxes 29,890,752.52 11,430,044.53 - 41,320,797.05 Net profit 145,722,292.15 59,554,934.97 (82,312,773.61) 122,964,453.51 Total assets 5,023,651,217.56 1,307,953,139.03 (562,035,645.69) 5,769,568,710.90 Total liabilities (4,132,744,237.45) (819,320,884.75) 199,823,106.89 (4,752,242,015.31) Long-term equity investment in associates 69,314,139.84 - 69,314,139.84 Additions to non-current assets other than long-term equity investments 37,055,739.30 19,917,046.96 - 56,972,786.26 98 VII Related party relationships and significant related party transactions (1) The parent company (a) General information of the parent company: Enterprise Type Place of registration Legal representative Principal business Distribution and retail Company limited of medicines and Sinopharm Group by shares Shanghai She Lulin pharmaceutical products to The Company’s ultimate controlling equity holder is CNPGC. (b) Registered capital and changes in registered capital of the parent company 31 December 2010 Addition Decrease 30 June 2011 (Rmb’0,000) (Rmb’0000) (Rmb’0000) (Rmb’0000) Sinopharm Group 226,456.84 - - 226,456.84 (c) The proportions of equity interests and voting rights in the Company held by the parent company: 30 June 2011 31 December 2010 % interest held % voting rights % interest held % voting rights Sinopharm Group 38.33 38.33 38.33 38.33 (2) Subsidiaries of the Company The general background and other related information of the subsidiaries is set out in Note IV. (3) Associates Enterprise Place of Legal Principal Register % interest % voting Type registration representative business capital held rights Wanle Foreign Medicine Medical capital Shenzhen Yan Zhigang manufacture USD 5 million 35.19% 33.33% (4) Other related parties Relationship with the Company Sinopharm Group Parent company Xinjiang Special Drugs Western Pharmaceutical Co.,Ltd. Controlled by Sinopharm Group Wenzhou Biomedicin-appliances supplies co., Ltd Controlled by Sinopharm Group Jiangsu Rundong Medicine Co., Ltd. Controlled by Sinopharm Group Sinopharm Yixin Pharmacy Co., Ltd. Controlled by Sinopharm Group Sinopharm Lerentang Co., Ltd. Trading Branch Controlled by Sinopharm Group Sinopharm Holding Chongqing Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Zhenjiang Co., Ltd. Controlled by Sinopharm Group 99 VII Related party relationships and significant related party transactions (continued) (4) Other related parties (continued) Relationship with the Company Sinopharm Holding Zhejiang Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Zhangzhou Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Yunnan Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Yancheng Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Xinyu Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Xiangtan Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Wuxi Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Tianjing Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Tianjing Northern Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Taizhou Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Suzhou Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Suzhou Bo’ai Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Shijiazhuang Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Shenyang Co., Ltd. Dalian subsidiary Controlled by Sinopharm Group Sinopharm Holding Shenyang Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Shanxi Co., Ltd. (Shaanxi) Controlled by Sinopharm Group Sinopharm Holding Shanxi Co., Ltd. (Shanxi) Controlled by Sinopharm Group Sinopharm Holding Shandong Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Putian Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Ningxia Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Nanjing Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Neimenggu Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Meiluo (Dalian) Co., Ltd Controlled by Sinopharm Group Sinopharm Holding Longyan Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Linxi Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Lishui Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Jingzhou Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Jinzhou Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Jiangxi Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Jiangsu Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Jiangsu Co., Ltd. Zhongxiyao subsidiary Controlled by Sinopharm Group Sinopharm Holding Jilin Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Hunan Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Hubei Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Heilongjiang Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding He’nan Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Hebei Co., Ltd. Tangshan subsidiary Controlled by Sinopharm Group Sinopharm Holding Hebei Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Hainan Co., Ltd. Controlled by Sinopharm Group Sinopharm National Pharmacy Co.,Ltd. Controlled by Sinopharm Group Sinopharm Holding Guizhou Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Gansu Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Fuzhou Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Fujian Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Distribution Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Beijing Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Beijing Huahong Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Anqing Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Anhui Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding (Tianjing ) Eastern Bokang Pharmacy Co., Ltd. Controlled by Sinopharm Group Sinopharm Group Logistics Co., Ltd. Controlled by Sinopharm Group Sinopharm Group Medical Holding Co., Ltd. Controlled by Sinopharm Group China National Medicines Co., Ltd. Controlled by Sinopharm Group Sinopharm Group Xinjiang Uptodate & Special Medicines Co.,Ltd. Controlled by Sinopharm Group Sinopharm Group Western-South Co., Ltd. Controlled by Sinopharm Group Sinopharm Group Chemical Reagent Suzhou Co., Ltd. Controlled by Sinopharm Group 100 VII Related party relationships and significant related party transactions (continued) (4) Other related parties (continued) Relationship with the Company Sinopharm Group Guorui Pharmaceutical Co., Ltd. Controlled by Sinopharm Group Guangzhou Accord Chain Pharnacy Co. Ltd., Controlled by Sinopharm Group Guangxi Accord Chain Pharnacy Co. Ltd., Controlled by Sinopharm Group Guangxi Wuzhou Huawu Medicinal Material Co. Ltd., Controlled by Sinopharm Group Guangxi National Chain Pharmacy Co. Ltd., Controlled by Sinopharm Group Guanddong Accord Pharmacy Co. Ltd., Controlled by Sinopharm Group Guangdong East Uptodate & Special Medicines Co.,Ltd. Controlled by Sinopharm Group Guangdong East Uptodate & Special Medicines Company Controlled by Sinopharm Group Fujian Huiyuan Medicine Co., Ltd. Controlled by Sinopharm Group Foshan Nanhai Medicine Co., Ltd. Controlled by Sinopharm Group Foshan Nanhai Uptodate & Special Medicines Co.,Ltd. Controlled by Sinopharm Group Zhejiang Intmedical Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Yantai Co., Ltd. Controlled by Sinopharm Group Shenzhen AccordChain Pharnacy Co.. Ltd. Controlled by Sinopharm Group Ningxia Chain Pharnacy Co.,Ltd. Controlled by Sinopharm Group Sinopharm Holding Hubei Yibao Co., Ltd. Controlled by Sinopharm Group Zhejiang Wenlin Medicine Co., Ltd. Controlled by Sinopharm Group Shanghai Medical Industry investigation institution Controlled by CNPGC Reed Sinopharm Exhibitions Co.,Ltd. Controlled by CNPGC China Medical Industry Co. Ltd., Controlled by CNPGC China Medicine Trading Co. Ltd., Controlled by CNPGC China Medicinal Material Co. Controlled by CNPGC Yunnan Medicinal Material Co. Ltd., Controlled by CNPGC Sichuan Jiang You Zhong Ba Science and Technology Development Co.,Ltd. Controlled by CNPGC Shanghai Shyndec Pharmaceutical Co., Ltd. Controlled by CNPGC Shanghai Sinopharm Medical Meterials Co.,Ltd. Controlled by CNPGC Shanxi Weiqi Pharmacy Co., Ltd. Controlled by CNPGC Sinopharm Group Shanghai Medicine Device Co., Ltd. Controlled by CNPGC Sinopharm Group United Medicine Device Co., Ltd. Controlled by CNPGC Sinopharm Group Beijing Medicine Device Co., Ltd. Controlled by CNPGC Sinopharm Group Baida Pharmaceutical Co., Ltd. Controlled by CNPGC Guangdong Tianliang Medicine Co., Ltd. Controlled by CNPGC Guang dong South National Pharmaceutical Foreign Trade Co.,Ltd. Controlled by CNPGC Chengdu Rongsheng Pharmacy Co., Ltd. Controlled by CNPGC Guilin Huagui Sinopharm Associated Co. Controlled by CNPGC Wanglei Controlled by CNPGC Shenzhen Kaijiefeng industrial Co., Ltd Minority interest of subsidiary The Guangxi Zhuang Autonomous Region Huahong Pharmaceutical Co. Ltd., Subsidiary of Fosun Pharm Chongqing Yaoyou Pharmaceutical Co.,Ltd. Subsidiary of Fosun Pharm Chongqing Haisiman Pharmaceutical Co.,Ltd. Subsidiary of Fosun Pharm Shanghai Fuxing Pharmaceutical Co. Ltd., Subsidiary of Fosun Pharm Shanghai Chaohui Pharmecurical Co., Ltd. Subsidiary of Fosun Pharm Jiangsu Wanbang Pharmacy Marketing Co., Ltd. Subsidiary of Fosun Pharm Guilin Pharmaceutical Works Subsidiary of Fosun Pharm Handan Moluodan Pharmaceutical Co., Ltd. Subsidiary of Fosun Pharm Sichuan Hexin Pharmaceutical Co.,Ltd. Subsidiary of Fosun Pharm Shenyang Hongqi pharmaceutical Co.,Ltd Subsidiary of Fosun Pharm Yichang Humanwell Pharmaceutical Co.,Ltd. Associate of Sinopharm Group Shanghai Sailun Biological Technology Co.,Ltd. Associate of Sinopharm Group Qinghai Pharmaceitical (Group) Co.,Ltd. Associate of Sinopharm Group Sinopharm Qianjing Dental Technology (Beijing) Co.,Ltd. Associate of Sinopharm Group Shenzhen Wanle Co. Ltd., Aossicate China National Pharmaceutical Industry Corporation Lts. Guangzhou Association Company Associate of CNPGC China Otsuka Pharmaceutical Co.,Ltd. Associate of CNPGC Huarui Pharmacy Co. Ltd., Associate of CNPGC 101 VII Related party relationships and significant related party transactions (continued) (5) Related party transactions (a) Purchase of goods Six months ended 2011 Six months ended 2010 Pricing % of same % of same Related party policies Amount transaction Amount transaction 7.23% Sinopharm Group Market price 48,240.57 7.61% 41,054.27 China National Medicines Co., Ltd. Market price 8,510.32 1.34% 6,617.45 1.17% Sinopharm Holding Sub Marketing Center Co., Ltd. Market price 4,470.43 0.71% 9,157.50 1.61% Sino-Swed Pharmaceutical Corp.Ltd. Market price 3,284.84 0.52% 2,938.36 0.52% Shenzhen Wanle Co. Ltd., Market price 1,692.98 0.27% 1,232.40 0.22% Guang dong South National Pharmaceutical Foreign 4,730.73 0.83% Trade Co.,Ltd. Market price 1,243.19 0.20% Shanxi Weiqi Pharmacy Co., Ltd. Market price 1,005.98 0.16% - - Foshan Nanhai Uptodate & Special Medicines Co.,Ltd. Market price 767.88 0.12% - - Jiangsu Wanbang Pharmacy Marketing Co., Ltd. Market price 657.78 0.10% 436.36 0.08% Chengdu Rongsheng Pharmacy Co., Ltd. Market price 616.56 0.10% 6.97 0.00% Qinghai Pharmaceitical (Group) Co.,Ltd. Market price 607.54 0.10% 405.03 0.07% Sinopharm Group United Medicine Device Co., Ltd. Market price 332.10 0.05% 204.03 0.04% Chongqing Haisiman Pharmaceutical Co.,Ltd. Market price 287.16 0.05% 141.51 0.02% Chongqing Yaoyou Pharmaceutical Co.,Ltd. Market price 203.59 0.03% 169.58 0.03% Sinopharm Holding Beijing Co., Ltd. Market price 198.86 0.03% 329.78 0.06% - Sinopharm Holding Guizhou Co., Ltd. Market price 171.29 0.03% - The Guangxi Zhuang Autonomous Region Huahong 148.22 0.02% - Pharmaceutical Co. Ltd., Market price - - Sinopharm Holding Fujian Co., Ltd. Market price 101.38 0.02% - Sinopharm Holding Anhui Co., Ltd. Market price 97.00 0.02% - - Guangdong East Uptodate & Special Medicines 0.09% Co.,Ltd. Market price 82.24 0.01% 495.33 Shanghai Chaohui Pharmecurical Co., Ltd. Market price 57.08 0.01% 38.19 0.01% Sinopharm Group Medicine Logistic Co., Ltd. Market price 49.31 0.01% 44.95 0.01% Yunnan Medicinal Material Co. Ltd., Market price 38.23 0.01% - - Guilin Nanyao Pharmaceutical Co., Ltd. Market price 36.19 0.01% 11.70 0.00% Sinopharm Group Chemical Reagent Suzhou Co., Ltd. Market price 24.64 0.00% 43.69 0.01% Guilin Huagui Sinopharm Associated Co Market price 23.19 0.00% - - Sinopharm Holding Meiluo (Dalian) Co., Ltd Market price 21.95 0.00% - - Sinopharm Group Chemical Reagent Co., Ltd. Market price 20.10 0.00% 17.59 0.00% Sinopharm Holding Zhangzhou Co., Ltd. Market price 15.08 0.00% - - Shanghai Sailun Bio-technology Co., Ltd Market price 14.00 0.00% - - Guangxi Zhuang Autonomous Region Huahong 0.00% Pharmaceutical Co., Ltd. Market price 13.35 0.00% 1.59 Handan Moluodan Pharmaceutical Co., Ltd. Market price 10.04 0.00% - - Shanghai Shyndec Pharmaceutical Co., Ltd. Market price 9.31 0.00% 3.12 0.00% Guangxi Wuzhou Hua Wu Traditional & Herbal Co.,Ltd. Market price 4.96 0.00% - - Sinopharm Holding Hainan Co., Ltd. Market price 4.04 0.00% - - Foshan Nanhai Medicine Co., Ltd. Market price 2.13 0.00% - - Shenyang Hongqi Pharmaceutical Co., Ltd. Market price 1.94 0.00% - - China National Medical Corporation Equipment Co., 0.00% Ltd. Market price 1.50 0.00% 1.97 China Otsuka Pharmaceutical Co., Ltd. Market price 1.41 0.00% - - 0.00% Yichang Humanwell Pharmaceutical Co.,Ltd. Market price 0.94 0.00% 0.85 Sichuan Jiangyou Zhongbafuzi Technology 0.00% Development.Co., Ltd. Market price 0.94 0.00% 19.09 0.00% China National Pharmaceutical Foreign Trade Corp. Market price 0.92 0.00% 0.54 Sinopharm Group Guorui Pharmaceutical Co., Ltd. Market price 0.47 0.00% - - Sinopharm Holding Hunan Co., Ltd. Market price 0.44 0.00% - - 0.00% Shanghai Institure of Pharmaceutical Industry Co., Ltd. Market price 0.26 0.00% 0.04 To next page 73,072.30 11.53% 68,102.63 11.99% 102 VII Related party relationships and significant related party transactions (continued) (5) Related party transactions (continued) (a) Purchase of goods (continued) Six months ended 2011 Six months ended 2010 Pricing % of same % of same Related party policies Amount transaction Amount transaction continued 73,072.30 11.53% 68,102.63 11.99% China National Pharmaceutical Industry Corp. Market price 0.00 0.00% 36.00 0.01% Sinopharm Beijing Kang Chen Biological - 0.00% Pharmacutical Co., Ltd. Market price - 21.44 Sino TCM Market price - - 263.59 0.05% Sinopharm Qianjing Oral Technology (Beijing) Co., - 0.00% Ltd. Market price - 0.89 China National Uptodate & Special Medicines Co., - 0.00% Ltd. Market price - 2.22 China National Baida Pharmaceutical Co, Ltd. Market price - - 150.06 0.03% China National SouthwestPharmaceutical Co., Ltd. Market price -0.00 0.00% 54.65 0.01% Sinopharm Tianjing Co., Ltd. Market price -0.00 0.00% - - Guangdong Accord Pharmaceutical Co., Ltd. Market price -0.04 0.00% 48.01 0.01% Guangdong Tianliang Medicine Co., Ltd. Market price -0.10 0.00% -0.28 0.00% Sinopharm Jiangsu Co., Ltd. Market price -0.37 0.00% - - Sinopharm Beijing Huahong Co., Ltd. Market price -0.92 0.00% - - Total 73,070.86 11.45% 68,679.21 12.09% (b) Sales of goods Six months ended 2011 Six months ended 2010 Pricing % of same % of same Related party policies Amount transaction Amount transaction Sinopharm Holding Hunan Co., Ltd. Market price 5,087.87 0.71% 3,983.20 0.64% Sinopharm Holding Hubei Co., Ltd. Market price 4,553.07 0.64% 4,516.57 0.73% Chongqing Yaoyou Pharmaceutical Co.,Ltd. Market price 4,345.98 0.61% 3,246.32 0.52% Guanddong Accord Pharmacy Co. Ltd., Market price 4,318.18 0.60% 5,047.01 0.82% Sinopharm Holding Beijing Co., Ltd. Market price 3,716.32 0.52% 3,425.90 0.55% Foshan Nanhai Uptodate & Special Medicines Co.,Ltd. Market price 3,237.13 0.45% - 0.00% Sinopharm Group Western-South Co., Ltd. Market price 3,187.27 0.44% 3,656.09 0.59% Sinopharm Holding Shenyang Co., Ltd. Market price 3,111.93 0.43% 7,699.22 1.24% Zhejiang Intmedical Co., Ltd. Market price 2,979.95 0.42% 3,319.33 0.54% Sinopharm Holding (Tianjing ) Eastern Bokang Pharmacy Co., Ltd. Market price 2,939.25 0.41% 1,472.02 0.24% Sinopharm Holding Tianjing Co., Ltd. Market price 2,755.03 0.38% 2,933.55 0.47% Sinopharm Group Market price 2,567.13 0.36% 1,228.85 0.20% Sinopharm Holding Hebei Co., Ltd. Market price 2,279.66 0.32% 43.97 0.01% Guangxi Accord Chain Pharnacy Co. Ltd., Market price 2,150.95 0.30% 1,323.39 0.21% Sinopharm Holding Beijing Huahong Co., Ltd. Market price 2,124.24 0.30% 1,201.46 0.19% Sinopharm Group Xinjiang Uptodate & Special Medicines Co.,Ltd. Market price 1,610.71 0.22% 1,453.39 0.23% Sinopharm Holding Hainan Co., Ltd. Market price 1,457.36 0.20% 1,743.52 0.28% Foshan Nanhai Medicine Co., Ltd. Market price 1,388.51 0.19% 1.14 0.00% Sinopharm Holding Yunnan Co., Ltd. Market price 1,366.67 0.19% 969.43 0.16% Sinopharm Holding Zhejiang Co., Ltd. Market price 1,227.98 0.17% 265.82 0.04% Xinjiang Special Drugs Western Pharmaceutical Co.,Ltd. Market price 1,222.26 0.17% 1,016.97 0.16% Sinopharm Holding Ningxia Co., Ltd. Market price 1,015.98 0.14% 481.06 0.08% Guangdong East Uptodate & Special Medicines Co.,Ltd. Market price 955.30 0.13% 502.36 0.08% Sinopharm Holding Jiangsu Co., Ltd. Market price 861.78 0.12% 622.22 0.10% Sinopharm Holding He’nan Co., Ltd. Market price 845.79 0.12% 939.02 0.15% Sinopharm Holding Fujian Co., Ltd. Market price 703.62 0.10% 879.87 0.14% Sinopharm Holding Gansu Co., Ltd. Market price 679.02 0.09% 55.91 0.01% Sinopharm Holding Shanxi Co., Ltd. (Shanxi) Market price 655.06 0.09% 411.72 0.07% Sinopharm Holding Guizhou Co., Ltd. Market price 600.76 0.08% 27.96 0.00% To next page 63,944.78 8.90% 52,467.24 8.45% 103 VII Related party relationships and significant related party transactions (continued) (5) Related party transactions (continued) (b) Sales of goods (continued) Six months ended 2011 Six months ended 2010 Pricing % of same % of same Related party policies Amount transaction Amount transaction continued 63,944.78 8.90% 52,467.24 8.45% Sinopharm Shanxi Co., Ltd Market price 588.34 0.08% 526.43 0.09% Wenzhou Biomedicin-appliances Supplies co., Ltd. Market price 474.98 0.07% - 0.00% Guangzhou Accord Chain Pharnacy Co. Ltd., Market price 474.30 0.07% 259.06 0.04% Sinopharm Holding Shandong Co., Ltd. Market price 457.40 0.06% 338.97 0.05% Shanxi Weiqi Pharmacy Co., Ltd. Market price 430.67 0.06% - 0.00% Sinopharm Group Medicine Logistic Co., Ltd. Market price 332.88 0.05% 215.96 0.03% Sinopharm Holding Chongqing Co., Ltd. Market price 313.40 0.04% - 0.00% Sichuan Hexin Pharmaceutical Co.,Ltd. Market price 249.27 0.03% 227.49 0.04% Sinopharm Holding Neimenggu Co., Ltd. Market price 240.10 0.03% 80.94 0.01% Sinopharm Holding Fuzhou Co., Ltd. Market price 231.42 0.03% 12.61 0.00% Sinopharm Holding Jinzhou Co., Ltd. Market price 229.57 0.03% - 0.00% China National Medicines Co., Ltd. Market price 228.19 0.03% 430.22 0.07% Sinopharm Holding Jilin Co., Ltd. Market price 211.93 0.03% - 0.00% Sinopharm National Pharmacy Co.,Ltd. Market price 159.73 0.02% 174.18 0.03% Jiangsu Rundong Medicine Co., Ltd. Market price 151.57 0.02% 30.21 0.00% Sinopharm Holding Suzhou Co., Ltd. Market price 137.04 0.02% 92.40 0.01% Guang dong South National Pharmaceutical Foreign Trade Co.,Ltd. Market price 114.59 0.02% 78.76 0.01% Sinopharm Holding Wuxi Co., Ltd. Market price 110.47 0.02% - 0.00% Sinopharm Holding Jiangsu Co., Ltd. Zhongxiyao subsidiary Market price 110.29 0.02% - 0.00% Sinopharm Holding Heilongjiang Co., Ltd. Market price 109.61 0.02% - 0.00% Sinopharm Holding Zhangzhou Co., Ltd. Market price 100.05 0.01% - 0.00% Sinopharm Holding Tianjing Northern Co., Ltd. Market price 85.58 0.01% 26.41 0.00% Sinopharm Holding Jiangxi Co., Ltd. Market price 74.97 0.01% 74.52 0.01% Sinopharm Lerentang Co., Ltd. Trading Branch Market price 61.00 0.01% - 0.00% Shanghai Chaohui Pharmecurical Co., Ltd. Market price 45.38 0.01% 1.71 0.00% Sinopharm Holding Anqing Co., Ltd. Market price 45.06 0.01% 218.72 0.04% Sinopharm Holding Xinyu Co., Ltd. Market price 35.45 0.00% - 0.00% Sinopharm Holding Taizhou Co., Ltd. Market price 34.00 0.00% - 0.00% Sinopharm Holding Meiluo (Dalian) Co., Ltd Market price 33.00 0.00% - 0.00% Sinopharm Holding Shenyang Co., Ltd. Dalian subsidiary Market price 30.45 0.00% 81.39 0.01% Zhejiang Wenlin Medicine Co., Ltd. Market price 29.40 0.00% 25.32 0.00% Sinopharm Holding Nanjing Co., Ltd. Market price 28.89 0.00% 9.19 0.00% Sinopharm Holding Meiluo (Dalian) Co., Ltd Market price 21.54 0.00% - 0.00% Sinopharm Holding Hebei Co., Ltd. Tangshan subsidiary Market price 14.65 0.00% - 0.00% Sinopharm Holding Yancheng Co., Ltd. Market price 13.98 0.00% - 0.00% Sinopharm Holding Linxi Co., Ltd. Market price 13.50 0.00% - 0.00% Sinopharm Holding Longyan Co., Ltd. Market price 12.05 0.00% - 0.00% Guangxi Wuzhou Huawu Medicinal Material Co. Ltd., Market price 9.25 0.00% 4.02 0.00% Fujian Huiyuan Medicine Co., Ltd. Market price 5.31 0.00% - 0.00% Sinopharm Holding Putian Co., Ltd. Market price 4.40 0.00% - 0.00% Sinopharm Holding Lishui Co., Ltd. Market price 3.69 0.00% 3.70 0.00% Sinopharm Holding Anqing Co., Ltd. Market price 2.98 0.00% 2.95 0.00% Sinopharm Holding Zhenjiang Co., Ltd. Market price 1.07 0.00% - - Sinopharm Holding Yantai Co., Ltd. Market price 0.86 0.00% - - Sinopharm Holding Suzhou Bo’ai Co., Ltd. Market price 0.55 0.00% - - Guilin Huagui Sinopharm Associated Co Market price 0.51 0.00% Sinopharm Holding Jingzhou Co., Ltd. Market price 0.24 0.00% - - To next page 70,008.35 9.71% 55,382.41 8.89% 104 VII Related party relationships and significant related party transactions (continued) (5) Related party transactions (continued) (b) Sales of goods (continued) Six months ended 2011 Six months ended 2010 Pricing % of same % of same Related party policies Amount transaction Amount transaction continued 70,008.35 9.71% 55,382.41 8.89% China Medicinal Material Co. Market price - - 37.05 0.01% Shenzhen AccordChain Pharnacy Co., Ltd. Market price - - 150.97 0.02% Ningxia Chain Pharnacy Co.,Ltd. Market price - - 1.24 0.00% Sinopharm Holding Hubei Yibao Co., Ltd. Market price - - 346.13 0.06% Sinopharm Holding Hebei Co., Ltd. Market price - - 201.44 0.03% Sinopharm Holding Tianjing Co., Ltd. Neimeng Branch Market price - - 121.54 0.02% Sinopharm Holding Shenyang Co., Ltd. Changchun Market price Branch - - 1.20 0.00% Sinopharm Shanghai Medicine Co., Ltd. Market price - - 79.71 0.01% Sinopharm Group Guorui Pharmaceutical Co., Ltd. Market price - - 63.15 0.01% Sinopharm Group Baida Pharmaceutical Co., Ltd. Market price - - 2.35 0.00% Guangxi National Chain Pharmacy Co. Ltd., Market price - - 603.58 0.10% Total 70,008.35 9.71% 56,990.76 9.15% (c) Lease The Group as leaser: Type of assets Contract Contract Rental income Leasers Lessees use for beginning date terminated date (RMB’0,000) Guangzhou Accord Drug Store Huixin Investment Chain Co., Ltd. Building 1 January 2010 31 December 2011 23.80 Sinopharm Group United Huixin Investment Medicine Device Co., Ltd. Building 1 August 2010 30 June 2011 8.76 Shenzhen Accord Pharmaceutical Chain Co., The Company Ltd Building 1 June 2009 31 December 2012 4.80 Guangdong Accord Drug Store The Company Co., Ltd. Building 1 June 2009 30 June 2011 18.65 Guangxi Accord Drug Store Guangxi Logistics Chain Co., Ltd. Building 1 July 2009 31 December 2012 14.02 Guangxi Accord Drug Store Sinopharm Liuzhou Chain Co., Ltd. Building 1 July 2009 31 December 2012 57.11 127.14 Rental income received from related parties is negotiated by both parties involved in the lease and by making reference to the market price. The Group as lessee: Type of assets Contract Contract Lease Lessees Leasers use for beginning date terminated date expenses Sinopharm Sinopharm Group Medicine Guangzhou Logistic Co., Ltd. Building 1 June 2010 31 December 2011 354.00 Sinopharm Sinopharm Group Medicine Guangzhou Logistic Co., Ltd. Equipment 1 June 2010 31 December 2011 375.00 Yanfeng Medicine Mr. Wang Yang Building 1 July 2009 30 June 2011 19.00 748.00 Lease charges paid to related parties are negotiated by both parties involved in the lease and by making reference to the market price. 105 VII Related party relationships and significant related party transactions (continued) (5) Related party transactions (continued) (d) Guarantees provided Guarantee Beginning date of Maturity date of obligation Guarantor Guarantee Amount guarantee contract guarantee contract expired The Company Sinopharm Liuzhou 5,000.00 21 February 2011 21 February 2012 No The Company Sinopharm Liuzhou 5,000.00 01 January 2011 01 January 2012 No The Company Yanfeng Medicine 3,000.00 27 July 2010 27 July 2011 No The Company Yanfeng Medicine 2,000.00 22 June 2011 06 June 2012 No The Company Sinopharm Nanning 5,000.00 21 February 2011 21 February 2012 No The Company Sinopharm Nanning 10,000.00 28 April 2011 28 April 2012 No The Company Sinopharm Nanning 2,650.00 17 January 2011 17 January 2012 No The Company Sinopharm Logistics 10,000.00 17 January 2011 17 January 2014 No Zhijun Pharm , Sinopharm Guangzhou The Company 37,500.00 21 June 2010 21 June 2011 No Zhijun Pharm The Company 10,000.00 02 June 2011 01 June 2012 No Sinopharm Group The Company, Zhijun Pharm 15,000.00 18 September 2010 18 September 2011 No The Company, Zhijun Pharm The Company, Zhijun Pharm 15,000.00 10 January 2011 10 January 2012 No Zhijun Pharm The Company 10,000.00 21 February 2011 21 February 2012 No The Company Suzhou Wanqin 6,000.00 23 April 2010 22 April 2011 No The Company Suzhou Wanqin 6,000.00 19 July 2010 31 December 2011 No The Company Suzhou Wanqin 6,000.00 01 August 2010 01 August 2013 No The Company Suzhou Wanqin 5,000.00 21 February 2011 21 February 2012 No The Company Suzhou Wanqin 10,000.00 06 May 2011 06 May 2012 No The Company Zhijun Pharm 10,000.00 02 June 2011 01 June 2012 No The Company Zhijun Pharm 10,000.00 21 February 2011 21 February 2012 No The Company Zhijun Pharm 5,000.00 23 May 2011 21 February 2012 No The Company Zhijun Pharm 8,000.00 22 June 2011 21 March 2012 No Zhijun Pharm Zhijun USD500.00 25 August 2010 24 August 2011 No Zhijun Pharm Zhijun 2,500.00 16 September 2010 16 September 2011 No The Company Sinopharm Guangzhou 32,500.00 28 April 2011 28 April 2012 No The Company Yuexing Medicine 3,500.00 28 April 2011 28 April 2012 No The Company Sinopharm Guangzhou 10,000.00 17 September 2010 16 September 2011 No The Company Sinopharm Guangzhou 25,000.00 28 April 2011 28 April 2012 No The Company Sinopharm Guangzhou 10,000.00 23 November 2010 22 November 2011 No The Company Sinopharm Guangzhou 10,000.00 05 November 2010 04 November 2011 No The Company Sinopharm Guangzhou 60,000.00 28 April 2011 08 March 2012 No The Company Sinopharm Guangzhou 10,000.00 27 May 2011 27 May 2012 No The Company Sinopharm Guangzhou 5,000.00 26 October 2010 25 October 2011 No Sinopharm Group Sinopharm Guangzhou 11,000.00 17 September 2010 28 September 2011 No Sinopharm Group Sinopharm Guangzhou 15,000.00 10 September 2010 10 September 2011 No 106 VII Related party relationships and significant related party transactions (continued) (5) Related party transactions (continued) (e) Financing Amount Effective date Maturity date (RMB’0,000) Six months ended 30 June 2011 Borrowing from- Sinopharm Group 5,000.00 1 February 2011 29 July 2011 17 November Sinopharm Group 10,000.00 18 May 2011 2011 22 November Sinopharm Group 10,000.00 23 May 2011 2011 Sinopharm Group 5,000.00 9 March 2011 8 March 2012 30,000.00 (f) Interest expenses Six months Six months Related party Type of transaction ended 2011 ended 2010 (Rmb’0,000) (Rmb’0,000) Interest paid for the The Company Sinopharm Group entrusted loans 447.05 402.04 Sinopharm Interest paid for the Guangzhou Sinopharm Group entrusted loans 409.00 300.11 Sinopharm Charges of discounted Guangzhou Sinopharm Group notes payable 468.00 324.28 Sinopharm Sinopharm Holding Sub Marketing Charges of discounted Guangzhou Center Co., Ltd. notes payable 72.00 230.82 Sinopharm China National Medicines Charges of discounted Guangzhou Co., Ltd. notes payable 12.89 Sinopharm Guangzhou Sinopharm Group Interests for factoring 156.00 - 1,552.05 1,270.14 107 VII Related party relationships and significant related party transactions (continued) (5) Related party transactions (continued) (g) Rendering of service Six months Six months Related party Type of transaction ended 2011 ended 2010 (Rmb’0,000) (Rmb’0,000) Hengchang Sinopharm Group Medicine Dispatching and Logistics Logistic Co., Ltd. transportation charges 332.88 216.00 Hengchang China National Medicines Dispatching and Logistics Co., Ltd. transportation charges 68.14 75.00 Hengchang Guangdong Accord Drug Store Dispatching and Logistics Co., Ltd. transportation charges 129.43 133.00 Hengchang Guangzhou Accord Drug Store Dispatching and Logistics Chain Co., Ltd. transportation charges 23.16 - Guangdong Accord Drug Store Dispatching and Accord Logistics Co., Ltd. transportation charges 30.12 42.68 583.73 466.68 (h) Payment for service Six months Six months Related party Type of transaction ended 2011 ended 2010 (Rmb’0,000) (Rmb’0,000) Reed Sinopharm Exhibitions Suzhou Wanqin Co.,Ltd. Exhibition charges 1.60 2.28 Shanghai Tongyu Information Suzhou Wanqin Technology Co., Ltd. Examination charges 1.00 - China National Pharmaceutical Suzhou Wanqin Industry Corporation Ltd. Exhibition charges - 7.70 2.60 9.98 (6) Accounts receivable from and payables to related parties 30 June 2011 31 December 2010 (Rmb’0,000) (Rmb’0,000) Notes receivable Chongqing Yaoyou Pharmaceutical Co.,Ltd. 894.40 1,136.00 Sinopharm Holding Hunan Co., Ltd. 568.25 406.29 Sinopharm Holding Tianjin Co., Ltd. 129.96 244.94 Sinopharm Holding Gansu Co., Ltd. 49.86 - Sinopharm Holding Henan Co., Ltd. 32.48 50.00 Sinopharm Holding Fuzhou Co., Ltd. 27.14 32.57 Sinopharm Holding Shengyang Co., Ltd. 15.14 7.73 Sinopharm Holding Anhui Co., Ltd. 9.17 6.91 Sinopharm Holding Chongqin Co., Ltd. - 24.24 Sinopharm Holding Jiangxi Co., Ltd. - 20.26 Sinopharm Holding Shangdong Co., Ltd. - 1.20 Sinopharm Holding Hubei Co., Ltd. - 698.86 Sinopharm Holding Hainan Co., Ltd. - 47.47 Sinopharm National Chain Co., Ltd. - - Sinopharm Holding Guizhou Co., Ltd. - 684.00 Total 1,726.40 3,360.47 108 VII Related party relationships and significant related party transactions (continued) (6) Accounts receivable from and payables to related parties (continued) 30 June 2011 31 December 2010 (Rmb’0,000) (Rmb’0,000) Accounts receivable Sinopharm Holding Hunan Co., Ltd. 1,872.68 1,865.21 Sinopharm Group Southwest Pharmacy Co., Ltd. 1,629.36 1,758.29 Sinopharm Holding Hubei Co., Ltd. 1,591.66 835.00 Foshan Nanhai Uptodate & Special Medicines Co.,Ltd. 1,509.23 514.57 Sinopharm Holding Beijing Co., Ltd. 1,421.01 2,042.52 Chongqing Yaoyou Pharmaceutical Co.,Ltd. 1,238.40 1,872.00 Zhejiang Intmedical Co., Ltd. 1,075.86 783.31 Guangdong Accord Drug Store Co., Ltd. 1,010.60 1,338.14 Sinopharm Holding (Tianjing ) Eastern Bokang Pharmacy Co., Ltd. 912.21 694.27 Guangxi Accord Drug Store Chain Co., Ltd. 894.10 904.29 Sinopharm Group 874.52 608.57 Foshan Nanhai Medicine Co., Ltd. 803.03 22.84 Sinopharm Holding Shengyang Co., Ltd. 776.98 328.27 Sinopharm Holding Tianjin Co., Ltd. 727.20 510.59 Sinopharm Holding Beijing Huahong Co., Ltd. 707.49 943.07 Sinopharm Group Xinjiang Uptodate & Special Medicines Co.,Ltd. 544.29 376.82 Sinopharm Holding Hainan Co., Ltd. 534.74 577.00 Sinopharm Holding Yunnan Co., Ltd. 482.83 379.56 Sinopharm Holding Zhejiang Co., Ltd. 446.08 510.79 Guangdong East Uptodate & Special Medicines Co.,Ltd. 383.20 279.14 Sinopharm Holding Hebei Co., Ltd. 369.60 - Xinjiang Special Drugs Western Pharmaceutical Co.,Ltd. 367.99 215.52 Sinopharm Holding Shijiazhuang Co., Ltd. 284.02 495.02 Sinopharm Holding Gansu Co., Ltd. 276.23 59.56 Sinopharm Holding Fujian Co., Ltd. 269.67 205.78 Sinopharm Holding Jiangsu Co., Ltd. 260.56 148.85 Sinopharm Holding Shanxi Co., Ltd. (Shaanxi) 255.18 141.98 Sinopharm Holding Ningxia Co., Ltd. 254.12 241.60 Sinopharm Holding Jinzhou Co., Ltd. 218.60 - To next page 21,991.44 18,652.56 109 VII Related party relationships and significant related party transactions (continued) (6) Accounts receivable from and payables to related parties (continued) 30 June 2011 31 December 2010 (Rmb’0,000) (Rmb’0,000) Accounts receivable Continued 21,991.44 18,652.56 Sinopharm Group Medicine Logistic Co., Ltd. 216.24 48.63 Guangzhou Accord Drug Store Chain Co., Ltd. 195.79 103.14 Shanxi Weiqi Pharmacy Co., Ltd. 185.86 - Sinopharm Holding Chongqin Co., Ltd. 167.96 28.77 Sinopharm Holding Shangdong Co., Ltd. 162.15 33.71 Sinopharm Holding Shanxi Co., Ltd. 154.08 170.26 Sinopharm Holding Inner Mongolia Co., Ltd. 144.79 24.57 Sinopharm Group Northwest Co., Ltd. 141.98 40.70 Sinopharm Holding Jiangsu Co., Ltd. Zhongxiyao subsidiary 129.04 - Sinopharm Holding Henan Co., Ltd. 125.65 225.91 Sinopharm Holding Zhangzhou Co., Ltd. 116.02 - Sinopharm Lerentang Co., Ltd. Trading Branch 78.77 - Shanghai Sinopharm TCM Co., Ltd. 69.32 - Wenzhou Biomedicin-appliances Supplies co., Ltd 67.65 108.15 Sinopharm Holding Guizhou Co., Ltd. 65.83 183.64 Sinopharm National Pharmacy Co.,Ltd. 62.64 74.95 China National Medicines Co., Ltd. 58.31 151.90 Sinopharm Holding Taizhou Co., Ltd. 48.59 3.08 Sinopharm Holding Suzhou Co., Ltd. 40.82 23.53 Sinopharm Holding Fuzhou Co., Ltd. 40.01 16.95 Guang dong South National Pharmaceutical Foreign Trade Co.,Ltd. 39.11 46.34 Sinopharm Holding Heilongjiang Co., Ltd. 37.16 41.38 Sinopharm Holding Tianjing Northern Co., Ltd. 35.60 44.00 Jiangsu Rundong Medicine Co., Ltd. 31.70 5.41 Sinopharm Holding Meiluo (Dalian) Co., Ltd. 30.82 30.24 Sinopharm Holding Wuxi Co., Ltd. 30.09 9.31 Sinopharm Holding Jilin Co., Ltd. 29.93 6.42 Sinopharm Holding Jiangxi Co., Ltd. 28.27 50.95 Sinopharm Holding Anhui Co., Ltd. 17.62 0.09 Sinopharm Holding Shenyang Co., Ltd. Dalian Branch 14.29 19.14 Sinopharm Holding Hebei Co., Ltd. Tangshan Branch 12.26 - Sinopharm Holding Yancheng Co., Ltd. 8.10 - Fujian Huiyuan Medicine Co., Ltd. 4.63 - Sinopharm Holding Longyan Co., Ltd. 3.97 - Sinopharm Holding Putian Co., Ltd. 2.31 - Sinopharm Holding Nanjing Co., Ltd. 2.10 - Sinopharm Holding Anqing Co., Ltd. 2.08 - Sinopharm Holding Zhenjiang Co., Ltd. 1.47 - Sinopharm Holding Lishui Co., Ltd. 1.14 1.14 Guilin Huagui Sinopharm Associated Co. 0.60 Shanghai Chaohui Pharmecurical Co., Ltd. 0.05 37.64 China Medicinal Material Co. - 25.92 Guangxi Wuzhou Hua Wu Traditional & Herbal Co.,Ltd. - 0.60 Total 24,596.24 20,209.03 110 VII Related party relationships and significant related party transactions (continued) (6) Accounts receivable from and payables to related parties (continued) 30 June 2011 31 December 2010 (Rmb’0,000) (Rmb’0,000) Other receivables Sinopharm Group Medicine Logistic Co., Ltd. 121.50 121.50 Wang Lei - 90.51 China National Pharmaceutical Industry Corporation Lts. Guangzhou Association Company - 1.61 Total 121.50 213.62 Sinopharm Holding Sub Marketing Center Co., Advances to suppliers Ltd. 1,656.13 - Guang dong South National Pharmaceutical Foreign Trade Co.,Ltd. 166.00 261.68 Sinopharm Group United Medicine Device Co., Ltd. 86.54 243.56 Sinopharm Group Chemical Reagent Suzhou Co., Ltd. 51.43 - Chengdu Rongsheng Pharmacy Co., Ltd. 1.19 - Shanghai Sailun Biological Technology Co.,Ltd. - 0.03 Qinghai Pharmaceitical (Group) Co.,Ltd. - 540.84 Total 1,961.29 1,046.11 Notes payable Sinopharm Group 16,359.95 21,009.56 China National Medicines Co., Ltd. - 1,240.95 Sinopharm Holding Sub Marketing Center Co., Ltd. 2,782.10 531.22 Sinopharm Holding Fujian Co., Ltd. - 503.61 Jiangsu Wanbang Pharmacy Marketing Co., Ltd. 188.31 224.08 Chongqing Haisiman Pharmaceutical Co.,Ltd. 141.87 53.32 Wanle Medical 39.41 38.84 Sinopharm Group Baida Pharmaceutical Co., Ltd. - 34.89 Guilin Pharmaceutical Works 9.07 13.65 Guilin Pharmaceutical Co., Ltd. - 2.58 Chongqing Yaoyou Pharmaceutical Co.,Ltd. 9.69 - Sinopharm Group Chemical Reagent Suzhou Co., Ltd. 1.45 - Shanghai Shyndec Pharmaceutical Co., Ltd 2.14 - Total 19,533.99 23,652.70 Accounts payable Sinopharm Group 16,461.67 10,959.88 Sinopharm Holding Sub Marketing Center Co., Ltd. 3,414.29 2,345.66 China National Medicines Co., Ltd. 2,073.58 1,165.01 Guang dong South National Pharmaceutical Foreign Trade Co.,Ltd. 1,016.10 1,026.77 Sino-Swed Pharmaceutical Corp.Ltd. 914.45 971.60 Foshan Nanhai Uptodate & Special Medicines Co.,Ltd. 761.74 - Shenzhen Wanle Co. Ltd., 450.25 421.56 Chongqing Haisiman Pharmaceutical Co.,Ltd. 134.47 92.77 Jiangsu Wanbang Pharmacy Marketing Co., Ltd. 125.79 208.32 Chongqing Yaoyou Pharmaceutical Co.,Ltd. 95.23 100.62 The Guangxi Zhuang Autonomous Region Huahong Pharmaceutical Co. Ltd., 94.75 - Guilin Huagui Sinopharm Associated Co. 72.60 Sinopharm Holding Anhui Co., Ltd. 64.90 0.31 Sinopharm Holding Guizhou Co., Ltd. 61.31 35.88 China National Group Corporation of Traditional & Hebal Medical 45.92 105.05 Sinopharm Group United Medicine Device Co., Ltd. 39.73 96.37 Shanghai Chaohui Pharmecurical Co., Ltd. 36.46 34.59 Sinopharm Holding Beijing Co., Ltd. 27.54 72.92 To next page 25,890.78 17,637.31 111 VII Related party relationships and significant related party transactions (continued) (6) Accounts receivable from and payables to related parties (continued) 30 June 2011 31 December 2010 (Rmb’0,000) (Rmb’0,000) Accounts payable Continued 25,890.78 17,637.31 Guangdong East Uptodate & Special Medicines Company 24.09 51.09 Sinopharm Group Chemical Reagent Suzhou Co., Ltd. 20.31 1.45 Guilin Pharmaceutical Works 14.87 5.25 Sinopharm Holding Fujian Co., Ltd. 13.39 7.01 China National Pharmaceutical Industry CorporationLtd. Beijing sales branch 10.15 11.99 Handan Moluodan Pharmaceutical Co., Ltd 6.81 Shanghai Shyndec Pharmaceutical Co., Ltd. 6.27 - Sinopharm Group Medicine Logistic Co., Ltd. 2.88 12.82 Sinopharm Group Shanghai Medicine Device Co., Ltd. 2.30 1.84 Yichang Humanwell Pharmaceutical Co.,Ltd. 1.89 3.34 China Otsuka Pharmaceutical Co., Ltd. 1.86 - Shanghai Sailun Biological Technology Co.,Ltd. 1.67 5.04 Sinopharm Group Beijing Medicine Device Co., Ltd. 0.88 0.88 Shenyang Hongqi Pharmaceutical Co., Ltd. 0.78 1.86 Foshan Nanhai Medicine Co., Ltd. 0.71 - Guangdong Tianliang Medicine Co., Ltd. 0.56 0.68 Sinopharm Group Guorui Pharmaceutical Co., Ltd. 0.55 - Sinopharm Holding Hunan Co., Ltd. 0.51 - Shanghai Institure of Pharmaceutical Industry Co., Ltd. 0.28 China National Pharmaceutical Industry Corporation Lts. Guangzhou Association Company 0.13 0.13 China Sinopharm Foreign Trade Co.,Ltd. 0.09 (0.98) Sichuan Jiang You Zhong Ba Science and Technology Development Co.,Ltd. 0.04 34.13 Guangdong Accord Drug Store Co., Ltd. 0.03 0.10 Shanghai Fosun Pharmaceutical Co., Ltd. 0.02 0.02 Shanxi Weiqi Pharmacy Co., Ltd. 0.02 Sinopharm Group Chemical Reagent Co., Ltd. 0.02 0.51 Sinopharm Qianjing Dental Technology (Beijing) Co.,Ltd. 0.02 0.01 Sinopharm Holding Meiluo (Dalian) Co., Ltd - 10.75 Sinopharm Group Western-South Co., Ltd. - 3.81 China National Pharmaceutical Industry Corporation Ltd. - 2.87 Guangxi Wuzhou Hua Wu Traditional & Herbal Co.,Ltd. - 0.38 Sinopharm Holding Hainan Co., Ltd. - 5.17 Sinopharm Yixin Pharmacy Co., Ltd. - 2.95 Guilin Pharmaceutical Co., Ltd. - 0.68 Sinopharm Holding Suzhou Co., Ltd. - 12.01 Jiangsu Wanbang Bio-Chemical Medicine Co., Ltd. - 1.49 Shanghai Fosun Long March Medical Science Co., Ltd. - 0.18 Sinopharm Holding Jiangsu Co., Ltd. - 0.37 Total 26,001.91 17,815.34 Other payables Sinopharm Group Medical Holding Co., Ltd. 166.04 166.04 Sinopharm Group 389.39 389.39 Shanghai Chaohui Pharmecurical Co., Ltd. 0.01 0.01 Shenzhen Kaijiefeng industrial Co., Ltd 285.90 481.09 Total 841.34 1,036.54 Advance from customers Sinopharm Holding Guizhou Co., Ltd. - 537.00 Interest payable Sinopharm Group - 22.00 Entrusted loans Sinopharm Group 30,000.00 30,000.00 Other non-current assets Sinopharm Group - 3,506.18 112 VII Related party relationships and significant related party transactions (continued) (7) Commitment with related parties Undertaking contracted for at the balance sheet date but not recognised in balance sheet are anaylsed as follows: 30 June 2011 31 December 2010 (Rmb’0,000) (Rmb’0,000) Lease -As a lessee Sinopharm Group Medicine Logistic Co., Ltd. 729.00 2,308.50 Mr. Wang Yang 19.00 18.90 748.00 2,327.40 -As a leaser Guangzhou Accord Drug Store Chain Co., Ltd. - 22.22 Shenzhen Accord Pharmaceutical Chain Co., Ltd. - 93.91 Guangxi Accord Drug Store Chain Co., Ltd. - 64.14 - 180.27 Guarantee - Guaranteed by related party Sinopharm Group 11,749.06 14,816.10 113 VIII Contingencies As at 30 June 2011, there is no material contingency of the Group. IX Commitments (1) Capital commitments Capital expenditures contracted for at the balance sheet date but not recognised in balance sheet are anaylsed as follows: 30 June 2011 31 December 2010 (Rmb’0,000) (Rmb’0,000) Buildings, machinery and equipment 5,775.74 8,346.19 (2) Operating lease commitments The future minimum lease payments due under the signed irrevocable operating leases contracts are summarised as follows: 30 June 2011 31 December 2010 (Rmb’0,000) (Rmb’0,000) Within one year 878.48 2,564.83 Between 1 and 2 years 703.33 1,057.76 Between 2 and 3 years 579.64 883.51 Over 3 years 3,911.61 7,750.23 6,073.06 12,256.33 (3) Execution of commitments of prior period The Group has fulfilled the commitments as of 30 June 2011 according to the relevant contracts. 114 X Notes to the main items of financial statement of the Company (1) Accounts receivable 30 June 2011 31 December 2010 Accounts receivable 270,378,073.76 283,766,551.16 Less: provision for bad debts (1,169,085.93) (1,169,085.93) 269,208,987.83 282,597,465.23 (a) The ageing of accounts receivable is analysed below: 30 June 2011 31 December 2010 Within 1 year 269,208,987.83 282,597,465.23 1 to 2 years 1,169,085.93 1,169,085.93 270,378,073.76 283,766,551.16 (b) The accounts receivable and related provision for bad debts by category are analysed below: 30 June 2011 31 December 2010 Carrying amount Bad debt provisions Carrying amount Bad debt provisions % of total % of total amount balance amount rate amount balance amount rate Receivable accounts within similar credit risk group 269,208,987.83 99.57% - - 282,597,465.23 99.59% - - Individually not significant but individually evaluated for impairment 1,169,085.93 0.43% (1,169,085.93) 100% 1,169,085.93 0.41% (1,169,085.93) 100% 270,378,073.76 100% (1,169,085.93) 0.43% 283,766,551.16 100% (1,169,085.93) 0.41% (c) As at 30 June 2011, there are no receivables individually significant which subject to separate impairment assessment. (d) Provisions for impairment of the receivables which have a similar risk group are analysed below: 30 June 2011 31 December 2010 Carrying amount Bad debt provision Carrying amount Bad debt provision % of total % of total amount balance amount rate amount balance amount rate Within 1 year 269,208,987.83 100% - - 282,597,465.23 100% - - 115 XIII Notes to the main items of financial statement of the Company (continued) (1) Accounts receivable (continued) (e) As at 30 June 2011, accounts receivable individually not significant but individually evaluated for impairment are analysed below: Bad debt % of Reason Per book provisions provision Guangdong Liyuan Pharmaceutical Co. (1,169,085.93 Uncertainty in Ltd. 1,169,085.93 ) 100.00% recoverability (f) As at 30 June 2011, there is no accounts receivable due from shareholders who holds more than 5% (including 5%) shares of the Company (31 December 2010: nil). (g) As at 30 June 2011, the top five accounts receivable by customer are analysed as below: % of the Relationship total with the accounts Company Amount Ageing receivable Shenzhen Nanshan District People’s Hospital Thethirdparty 15,253,579.59 Within 1 year 5.64% Shenzhen Traditional Chinese Medicine Hospital Thethirdparty 9,922,809.00 Within 1 year 3.67% Shenzhen People’s Hospital Thethirdparty 8,650,251.89 Within 1 year 3.20% Peking University Shenzhen Hospital Thethirdparty 8,237,661.07 Within 1 year 3.05% Shenzhen Longgang Center Hospital Thethirdparty 7,209,083.65 Within 1 year 2.67% 49,273,385.20 18.22% (h) Accounts receivable due from related party As at 30 June 2010, there are accounts receivable of RMB20,118,600.32 due from related party, which is 7.44% of the total accounts receivable, without any bad debt provided. (2) Other receivables 30 June 2011 31 December 2010 Amounts due from subsidiaries (note h) 569,838,385.84 554,781,312.21 Receivable from equity transaction 8,980,000.00 8,980,000.00 Compensation receivables 1,157,860.00 1,157,860.00 Borrowings due from employees 2,211,439.82 2,095,749.56 Others 3,096,922.67 528,280.50 585,284,608.33 567,543,202.27 Less: provision for bad debts (10,209,344.60) (10,218,244.60) 575,075,263.73 557,324,957.67 116 XIII Notes to the main items of financial statement of the Company (continued) (2) Other receivables (continued) (a) The ageing of other receivables is analysed as follows: 30 June 2011 31 December 2010 Within 1 year 575,049,987.90 557,121,075.32 1 to 2 years 23,600.00 214,613.00 2 to 3 years 73,160.43 69,653.95 Over 3 years 10,137,860.00 10,137,860.00 585,284,608.33 567,543,202.27 (b) Other receivables and related provision for bad debts by category are analysed below: 30 June 2011 31 December 2010 Carrying amount Bad debt provision Carrying amount Bad debt provision % of % of total total amount amount amount rate amount amount amount rate Individually significant are subject to separate impairment assessment 8,980,000.00 1.53% (8,980,000.00) 100% 8,980,000.00 1.58% (8,980,000.00) 100.00% Receivable accounts within similar credit risk group 575,073,587.90 98.26% (1,830.65) 0.00% 557,335,688.32 98.20% (10,730.65) 0.00% Individually not significant but individually evaluated for impairment 1,231,020.43 0.21% (1,227,513.95) 100% 1,227,513.95 0.22% (1,227,513.95) 100.00% 585,284,608.33 100.00% (10,209,344.60) 1.74% 567,543,202.27 100.00% (10,218,244.60) 1.80% (c) As at 30 June 2011, impairment provision for other receivables individually significant is analysed as below. Bad debt Assessment for Amount provision Rate impairment Shenzhen Yinghai Technology Uncertainty in Investment Co., Ltd. 8,980,000.00 (8,980,000.00) 100% recoverability (d) Provisions for impairment of the receivables which have a similar risk group are analysed below: 30 June 2011 31 December 2010 Carrying amount Bad debt provision Carrying amount Bad debt provision % of total % of total amount amount amount rate amount amount amount rate Within 1 year 575,049,987.90 99.99% - - 557,121,075.32 99.96% - - 1 to 2 years 23,600.00 0.01% (1,830.65) 7.75% 214,613.00 0.04% (10,730.65) 5.00% 575,073,587.90 100% (1,830.55) 0.00% 557,335,688.32 100% (10,730.65) 0.00% 117 XIII Notes to the main items of financial statement of the Company (continued) (2) Other receivables (continued) (e) As at 30 June 2011, other receivables individually not significant but individually evaluated for impairment are analysed below: Assessment for Amount Bad debt provision Rate impairment ShenZhen Health Food I&E Co. Uncertainty in Ltd. 1,157,860.00 (1,157,860.00) 100% recoverability Aged over 3 years, high Others 73,160.43 (69,653.95) 95% risk in recoverability 1,227,513.95 (1,227,513.95) (f) As at 30 June 2011, there is no amount due from shareholders who holds more than 5% (including 5%) shares of the Company (31 December 2010: nil). (g) As at 30 June 2011, the top five other receivables by customers are analysed below: Relationship % of the total with the other Company Amount Ageing receivable Within 1 YuexingMedicine Subsidiary 126,148,469.66 year 21.55% Within 1 SinopharmZhanjiang Subsidiary 104,710,116.60 year 17.89% Within 1 SinopharmNanning Subsidiary 88,000,000.16 year 15.04% Within 1 HengxingMedicine Subsidiary 53,478,000.09 year 9.14% Within 1 GuangxiLogistics Subsidiary 46,928,739.45 year 8.02% 419,265,325.96 71.63% (h) Other receivables due from related parties are analysed as below: As at 30 June 2011, there are other receivables of RMB569,838,385.84 due from related party, which is 97.36% of the total other receivables, without any bad debt provided. (3) Long-term equity investments 30 June 2011 31 December 2010 Investments in subsidiaries (note a) 1,244,416,640.78 1,194,816,640.78 Investments in associates (note b) 80,490,540.36 85,275,251.06 1,324,907,181.14 1,280,091,891.84 Less: provision for impairment of long-term equity investments (note c) (7,689,226.69) (7,689,226.69) 1,317,217,954.45 1,272,402,665.15 The long-term equity investments of the Company are not subject to restriction on conversion into cash. 118 XIII Notes to the main items of financial statement of the Company (continued) (3) Long-term equity investments (continued) (a) Subsidiaries Increases/(decreases) Equity interest Voting rights Accounting method Original investment cost 31 December 2010 in investment cost 30 June 2011 held (%) held (%) Zhijun Pharm Cost method 73,903,284.87 204,903,284.87 - 204,903,284.87 100 100 Jianmin Pharm Cost method 45,054,911.04 45,054,911.04 - 45,054,911.04 100 100 Accord Material Cost method 5,400,000.00 6,450,875.93 - 6,450,875.93 100 100 Accord Logistics Cost method 900,000.00 1,019,062.68 - 1,019,062.68 100 100 Sinopharm Guangzhou Cost method 58,283,114.68 435,440,323.63 - 435,440,323.63 100 100 Zhijun Trade Cost method 3,006,866.42 3,006,866.42 - 3,006,866.42 100 100 Guangdong Hengxing' Cost method 8,421,544.08 15,763,288.00 20,000,000.00 35,763,288.00 100 100 Training center Cost method 30,000.00 30,000.00 - 30,000.00 100 100 Guangxi Accord Cost method 4,987,919.71 4,987,919.71 - 4,987,919.71 100 100 Sinopharm Liuzhou Cost method 21,407,965.79 21,407,965.79 - 21,407,965.79 51 51 Dongguan Accord Cost method 2,742,000.00 2,742,000.00 7,200,000.00 9,942,000.00 100 100 Huixin Investment Cost method 109,416,937.720 64,416,937.72 - 64,416,937.72 100 100 Hengchang Logistics Cost method 1,269,502.30 5,596,006.21 - 5,596,006.21 100 100 Yuexing Medicine Cost method 16,459,326.27 43,459,326.27 - 43,459,326.27 100 100 Sinopharm Foshan Cost method 6,995,065.51 6,995,065.51 8,000,000.00 14,995,065.51 100 100 Suzhou Wanqin Cost method 134,250,000.00 134,250,000.00 - 134,250,000.00 75 75 Sinopharm Nanning Cost method 33,048,985.28 104,048,985.28 - 104,048,985.28 100 100 Sinopharm Zhanjiang Cost method 1,369,864.65 1,369,864.65 14,400,000.00 15,769,864.65 100 100 Yanfeng Medical Cost method 38,207,800.00 38,207,800.00 - 38,207,800.00 51 51 Sinopharm Meizhou Cost method 4,481,900.00 4,481,900.00 - 4,481,900.00 100 100 Sinopharm Huizhou Cost method 5,644,200.00 5,644,200.00 - 5,644,200.00 100 100 Shenzhen Trade Cost method 7,689,226.69 7,689,226.69 - 7,689,226.69 100 100 Shenzhen Medicine Cost method 37,850,830.38 37,850,830.38 - 37,850,830.38 100 100 1,194,816,640.78 49,600,000.00 1,244,416,640.78 119 XIII Notes to the main items of financial statement of the Company (continued) (3) Long-term equity investments (continued) (b) Associates Movement Explanation for the Addition or Equity inconsistence between Accounting Initial investment 31 December Decrease in Share of profit or Dividend Other interest Voting rights equity interest held and method cost 2010 investment loss declared movement 30 June 2011 held (%) held (%) voting rights held Board of the directors is the highest decision making organization, which is formed by 3 shareholders of Wanle Medical evenly,and each shareholder Wanle appoints 2 directors to Medical Equity method 4,457,400.00 85,275,251.06 - 12,810,289.30 (17,595,000.00) - 80,490,540.36 35.19 33.33 set up the board 85,275,251.06 - 12,810,289.30 (17,595,000.00) - 80,490,540.36 120 XIII Notes to the main items of financial statement of the Company (continued) (3) Long-term equity investments (continued) (c) Provision for impairment of long-term equity investments Current Current 31 December period period 30 June 201 2010 additions disposals 1 Subsidiary Shenzhen Trade 7,689,226.69 - - 7,689,226.69 (4) Sales and cost of sales Six months ended 30 June 2011 2010 Revenue of main operations 943,364,252.68 876,932,409.59 Other operating income 3,389,179.76 1,887,626.51 946,753,432.44 878,820,036.10 Six months ended 30 June 2011 2010 Cost of main operations 900,549,886.73 837,353,345.51 Other operating expenses 971,712.28 517,483.85 901,521,599.01 837,870,829.36 (a) Revenue and cost of main operations Analysed by industry: Six months ended 30 June 2011 Six months ended 30 June 2010 Revenue of main Cost of main Revenue of Cost of main operations operations main operations operations Pharmaceutical distribution 943,364,252.68 900,549,886.73 876,932,409.59 837,353,345.51 (b) Other operating income and expenses Six months ended 30 June 2011 Six months ended 30 June 2010 Other operating Other operating Other operating Other operating income expenses income expenses Rental income 2,314,077.20 721,434.15 1,756,979.13 441,789.17 Rendering of services 1,075,102.56 250,278.13 130,647 .38 75,694.68 3,389,179.76 971,712.28 1,887,626.51 517,483.85 121 XIII Notes to the main items of financial statement of the Company (continued) (4) Sales and cost of sales (continued) (c) Top five customers are analysed as follows: The sales to the top five customers of the Company totaling to RMB208,964,366.60, which accounted for 22.07% of the total revenue from main operations. Details are set out below: % of total revenue from Sales main operations Shenzhen People’s Hospital 53,974,007.75 5.70% Shenzhen Second People’s Hospital 47,946,386.06 5.06% Peking University Shenzhen Hospital 44,214,951.50 4.67% Shenzhen Nanshan District People’s Hospital 32,145,262.18 3.40% Guangdong Accord Drug Store Co., Ltd 30,683,759.11 3.24% 208,964,366.60 22.07% (5) Investment income Six months ended 30 June 2011 2010 Cash dividends declared by subsidiaries (a) 235,060,478.67 218,177,902.14 Share of profit in an associated company (b) 12,810,289.30 9,251,229.08 247,870,767.97 227,429,131.22 There is no significant restriction on the investment income remittance to the Company. (a) Cash dividends declared by subsidiaries Investment income from the top five investees are analysed as below: Six months ended 30 June 2011 2010 Reason of Fluctuation Profit increased result in investment Zhijun Pharm 112,085,162.99 81,419,952.44 income increase Profit decreased result in investme Sinopharm Guangzhou 81,249,558.61 120,225,327.94 nt income decrease Profit increased result in investment Sinopharm Nanning 25,801,204.12 3,442,647.29 income increase Profit decreased result in investme Yuexing Medicine 5,900,495.08 6,098,357.24 nt income decrease Profit decreased result in investme Huixin Investment 2,709,832.32 3,997,155.94 nt income decrease 227,746,253.12 215,183,440.85 (b) Share of profit in an associated company Six months ended Six months 30 June 2011 ended 30 June 2010 Reason of Fluctuation Profit increased result in investment Wanle Medical 12,810,289.30 9,251,229.08 income increase 122 XIII Notes to the main items of financial statement of the Company (continued) (6) Notes to cash flow statement (a) Reconciliation of net profit to cash flows from operating activities Six months ended 30 June 2011 2010 Net profit 229,549,305.50 212,449,716.98 Add: Provision for assets impairment 252,914.40 (2,085,972.11) Depreciation of fixed assets 3,651,348.56 2,893,418.84 Amortisation of intangible assets 877,635.24 737,655.76 Amortisation of long-term prepaid expenses 424,564.89 16,515.36 Losses on disposal of fixed assets, intangible 250,055.35 assets and other long-term assets 800.00 Financial expenses 16,818,820.34 16,654,752.69 Investment income (247,870,767.97) (227,429,131.22) Increase in deferred income tax assets (334,917.79) - Decrease in inventories 337,532.80 4,357,441.13 Decrease in operating receivables 6,266,631.47 (41,879,871.99) Decrease in operating payables (50,284,782.59) 135,726,335.42 Net cash flows from operating activities (40,061,659.80) 101,441,660.86 (b) Net increase in cash Six months ended 30 June 2011 2010 Cash at end of period 239,018,666.86 118,507,341.56 Less: cash at beginning of period (135,498,819.87) (125,541,203.80) Net increase in cash and cash equivalents 103,519,846.99 (7,033,862.24) (c) Cash and cash equivalents 30 June 2011 31 December 2010 Cash at bank and on hand 239,018,666.86 135,498,819.87 Less: restricted other cash balance - - Cash at end of period 239,018,666.86 135,498,819.87 123 I Non-routine items Six months ended 30 June 2011 2010 Gains on disposal of non-current assets 631,360.46 1,817,154.82 Government grants 6,984,323.81 5,239,721.55 Net profit gained for the period from beginning of period to the date of combination under common control - (2,233,891.98) Receivables impairment reversal by individual assessment 3,398,226.89 4,145,110.10 Other non-operating income/(expenses), net 6,775.621.56 (7,491.30) 17,789,532.72 8,960,603.19 Tax impact of above non-routine items (3,272,949.78) (2,104,620.40) Share of minority interests of above non-routine items after tax (1,047,847.27) (735,584.40) 13,468,735.67 6,120,398.39 Basis of preparation According to the “Information Disclosures Requirement Interpretation for Listed Companies No.1 - non-routine gain and loss”, non-routine gain and loss represent those gain or loss that are not related to the daily operation of the Group or even if being related to the daily operation, separate disclosure of these items will help a better understanding of results and profitability of the Group’s operation by considering their nature and frequency. II Return on equity and earnings per share Weighted average return on Earnings per share equity (%) Basic earnings per share Diluted earnings per share Six months Six month ended Six months Six months Six months s ended 3 Six months 30 June 201 ended 30 ended 30 ended 30 0 June 20 ended 30 1 June 2010 June 2011 June 2010 11 June 2010 Consolidated net profit attributable to the shareholders of the Company 14.55 13.16 0.57 0.41 0.57 0.41 Consolidated net profit attributable to the shareholders of the Company, excluding non-routine items 13.36 12.49 0.53 0.39 0.53 0.39 ⅩⅣ The authorisation of issuing the financial reports Issuing the financial reports are authorised by all directors of the Group in August 18 2011. Shenzhen Accord Pharmaceutical Company Limited by shares 18/08/2011 124 Section VIII. Documents Available for Reference 1. Accounting Statements carrying the signatures and seals of the legal representative, CFO and person in charge of accounting; 2. Original all documents and notifications of the Company that disclosed in the report period in Securities Times and Hong Kong Commercial Daily designated by CSRC; 3. Original Semi-Annual Report carrying the signature of the Chairman of the Board; 4. The Place Where the document placed: Office of Secretariat of the Board, Accord Pharm Bldg., No. 15, Ba Gua Si Road, Futian District, Shenzhen Chairman of the Board: Shi Jinming Board of Directors of Shenzhen Accord Pharmaceutical Co., Ltd. 18 August 2011