China National Accord Medicines Corporation Ltd. The Third Quarterly Report for 2012 (Full-Text) China National Accord Medicines Corporation Ltd. The Third Quarterly Report for 2012 (Full Text) I. Important Notes Board of Directors and the Supervisory Committee of China National Accord Medicines Corporation Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. The Third Quarterly Financial Report of 2012 has not been audited by CPAs. All directors of the Company are attended the communication voting Meeting. Chairman of the Board Mr. Wei Yulin, Director GM Mr. Yan Zhigang, CFO Mr. Wei Pingxiao and Financial Manager Mr. Chi Guoguang hereby confirm that the Financial Report of the Third Quarterly Report is true and complete. II. Company Profile (I) Major accounting data and financial indexes Whether retroactive adjusted on previous financial report or not √ Yes □No □Not applicable Increase/decrease in this period-end over 2011.12.31 2012.9.30 period-end of last year (%) Before adjustment After adjustment After adjustment Total assets (RMB) 9,050,106,887.81 7,665,759,761.04 7,680,576,330.72 17.83% Owners’ equities attributable to the shareholders of listed 1,656,701,257.46 1,350,217,871.35 1,350,093,276.86 22.71% company (RMB) Share capital (Share) 288,149,400.00 288,149,400 288,149,400.00 0% Net assets per share attributable to the 5.749 4.686 4.685 22.71% shareholders of listed company (RMB/Share) Increase/decrease over Increase/decrease over January- September of July- September of 2012 the same period of the the same period of the 2012 last year (%) last year (%) Total operating income 4,693,270,824.15 19.45% 13,496,523,170.35 21.17% (RMB) Net profit attributable to the shareholders of listed 117,041,639.67 44.64% 357,075,630.31 45.29% company (RMB) Net cash flow arising from -- -- 12,085,264.80 106.38% operating activities (RMB) Net cash flow arising from operating activities per share -- -- 0.042 106.38% (RMB/Share) Basic earnings per share 0.406 44.64% 1.239 45.29% (RMB/Share) Diluted earnings per share 0.406 44.64% 1.239 45.29% (RMB/Share) Weighted average return on 7.28% 0.68% 23.73% 2.51% equity (%) 1 China National Accord Medicines Corporation Ltd. The Third Quarterly Report for 2012 (Full-Text) Weighted average return on equity after deducting 6.87% 0.54% 23.83% 4.00% non-recurring gains and losses (%) Note: (1) Basic EPS and diluted EPS should be listed base on the data attributable to shareholders of listed company; (2) For the retroactive adjustment on financial data in last period, listed the data after and before adjustment respectively in aspect of period-end of last year and same period of last year. Items and amount with non-recurring gains/losses deducted √Applicable □ Not applicable Amount from Item year-begin to Note period-end (RMB) Mainly due to the property disposal losses RMB 8.83 million from urban renewal Gains and losses from disposal of non-current assets -8,763,718.90 relocation in Guangxi Sinopharm Logistic, subsidiary of the Company Tax refund or exemption out of authorization, with absence of official approval document or accidentally Mainly including: relocation compensation Governmental subsidy calculated into current gains and for urban redevelopment RMB 13.26 million, losses(while closely related with the normal business of the technology reforming subsidy and rewards Company, excluding the fixed-amount or fixed-proportion 25,054,139.19 for hi-tech enterprise RMB 7.71 million and governmental subsidy according to the unified national financial discount compensation RMB 3 standard) million Fund occupation expenses received from non-financial enterprises that reckon into current gains/losses Income occurred when investment cost paid by enterprise for obtaining subsidiaries, associates and joint ventures are lower than its share in fair value of net realizable assets of invested units Gains and losses from exchange of non-monetary assets Gains and losses from entrusted investment or management assets Various asset impairment reserve provided for force majeure, such as natural disaster Gains/losses from debt reorganization Reorganization expenses, such as expenditure for allocation of employees and integration fee Gains and losses from excess of transaction which are conducted on a non-fair-valued basis over its fair value Net profit of Sinopharm Wuzhou, which Current net gains and losses of subsidiaries occurred from acquires under same control, from combination under the same control commencing from -240,695.14 period-begin to consolidation date (January – period-begin to combination date February) Gains and losses from contingent events which has no relation with normal business of the Company Gains and losses from change of fair values of held-for-transaction financial assets and financial liabilities except for the effective hedge business related to normal business of the Company, and investment income from disposal of transactional financial assets and liabilities and financial assets available for sale Reversal of impairment reserve for account receivable with 1,437,760.48 separate impairment testing gains/ losses from external entrustment loans Gains and losses arising from change of fair value of investment properties whose follow-up measurement are at fair value Affect upon current gains/losses arising from the one-off adjustment in subject to requirement of laws and rules in 2 China National Accord Medicines Corporation Ltd. The Third Quarterly Report for 2012 (Full-Text) relation to taxation and accounting Income from entrusted custody operation Mainly refers to the compensation RMB 17.6 million paid for termination of Che Bei project from subsidiary Guangdong Huixin Other non-operating income and expenditure except the -19,718,077.99 and vary relocation expenses RMB 2.93 abovementioned million arising from subsidiary Guangxi Sinopharm Logistic, which resulted by the urban redevelopment Other item that satisfied the definition of non-recurring gains and losses Influenced amount of minority shareholders’ equity -834,180.67 Impact on income tax 1,437,169.78 Total -1,627,603.25 -- Note: non-recurring gains/losses are listed before taxation Explanation on ―Other item that satisfied the definition of non-recurring gains and losses‖ and defined non-recurring gains and losses as recurring gain/loss according to natures and characteristic of self-operation status Item Amount involved (RMB) Note (II) Total shareholders at period-end and top ten shareholders Total number of shareholders 12,305 at the end of report period Particulars about the shares held by the top ten shareholders with unrestricted conditions Amount of Type/amount of shares Shareholders unrestricted shares held at period-end Type Amount SINOPHARM GROUP CO., LTD. 110,459,748 RMB common share 110,459,748 ABC—Jinshun Greatwall Domestic 7,354,323 RMB common share 7,354,323 Demand Growth II Stock Fund ICBC - GUANGFA JUFENG STOCK 7,224,699 RMB common share 7,224,699 FUND HTHK/CMG FSGUFP-CMG FIRST Domestically listed foreign 7,032,720 7,032,720 STATE CHINA GROWTH FD share ABC - GREATWALL ANXIN RETURN 5,940,382 RMB common share 5,940,382 MIXED FUND ICBC—Harvest Theme New Power Stock 5,442,238 RMB common share 5,442,238 Fund Finance New Blue-Chip Securities 5,002,143 RMB common share 5,002,143 Investment Fund CCB—Greatwall consumer growth stock 4,840,817 RMB common share 4,840,817 fund Domestically listed foreign VALUE PARTNERS CLASSIC FUND 4,728,704 4,728,704 share ICBC—UBS SDIC Core Enterprise Stock 4,366,971 RMB common share 4,366,971 Fund The fund manager of ABC-Greatwall Anxin Return Mixed Fund and CCB-Greatwall Explanation on shareholders consumer growth stock fund all refers to the Greatwall Fund Management Co., Ltd.; it is unknown that there exists no associated relationship or belongs to the consistent 3 China National Accord Medicines Corporation Ltd. The Third Quarterly Report for 2012 (Full-Text) actionist among the other tradable shareholders regulated by the Management Measure of Information Disclosure on Change of Shareholding for Listed Companies. III. Significant events (I) Particulars about material changes in items of main accounting statement and financial index, and explanations of reasons √Applicable □Not applicable 1. Monetary fund: decrease RMB 290.55 million over that of period-begin with growth rate of -30.49%. Main reasons are the increase of operational payment, equity paid for new company purchased and short-term loans paid. 2. Account receivable: increase RMB 1096.34 million over that of period-begin with growth rate of 30.62% mainly due to the soaring balance of account receivable stimulated by raising sales. 3. Other account receivable: increase RMB 19.44 million over that of period-begin with growth rate of 67.82%, which mainly affected by the new purchased company as well as the increase of reserve fund and other vary business-running amount. 4. Other current assets: decrease RMB 2.9 million over that of period-begin with growth rate of -37.93%, mainly because the retained payable VAT and enterprise income taxes decreased. 5. Construction in progress: decrease RMB 43.55 million over that of period-begin with growth rate of -33.23%, mainly because the project of logistic center and sterile workshop, newly established by subsidiary of the Company Sinopharm Guangxi and Suzhou Wanqing respectively, are transfer to fixed assets for part of the project completed. 6. Goodwill: increase RMB 36.32 million over that of period-begin in balance with growth rate of 67.82%, mainly affected by the newly purchasing of Sinopharm Zhao Qing, Sinopharm Jiang Men and Sinopharm Shao Guang, the enterprise under difference control. 7. Other non-current assets: increase RMB 127.56 million over that of period-begin in balance with growth rate of 316.74%, mainly because the in-kind compensation obtained by subsidiary Guangxi Logistic for the relocation due to urban reconstruction implemented by the Government; meanwhile, the equipment purchasing amount paid in advance from subsidiary Zhijun Pharmaceutical increased. 8. Account payable: increase RMB 885.06 million over that of period-begin with growth rate of 35.45%, mainly because the purchasing stimulated by the soaring sales which makes the growth of payable in balance correspondingly. 9. Account received in advance: decrease RMB 20.89 million over that of period-begin with growth rate of -35.58%, mainly because the account received in advance, which qualify the income recognization, have been transfer to sales income at period-begin. 10. Non-current liability due within one year: increase RMB 43.21 million over that of period-begin in balance with growth rate of 180.35%, mainly because the long-term loans due within one year increased and the promotional credit for products due within one year increased in subsidiary Zhijun Pharmaceutical. 11. Other non-current liability: increase RMB 118.57 million over that of period-begin in balance with growth rate of 125.81%, mainly because the compensation obtained by subsidiary Guangxi Logistic for the relocation due to urban reconstruction implemented by the Government. 12. Capital reserve: decrease RMB 3.19 million over that of period-begin in balance with growth rate of -36.46%, mainly due to the adjustment in year-begin for purchasing of Sinopharm Wuzhou, under the same control, the retroactive adjusted capital reserve decreased after combination in this period. 13. Business tax and surcharge: gains a y-o-y growth of RMB 10.58 million with growth rate of 41.22%, mainly because the increase of business income and the higher individual tax-burden ratio in Shenzhen area such as city construction tax. 14. Losses of impairment of assets: gains a y-o-y growth of RMB 9.85 million with growth rate of 144.43%, mainly because the accrual provision for obsolete stock increased. 15. Business profit: gains a y-o-y growth of RMB 161.54million with growth rate of 52.98%; total profit gains a y-o-y growth of RMB 138.9 million with growth rate of 42.86%; net profit gains a y-o-y growth of RMB 116.32 million with growth rate of 46.87%; net profit attributable to owners of parent company gains a y-o-y growth of RMB 111.32 million with growth rate of 45.29 % and basic EPS gains a y-o-y growth of RMB 0.386/Share with growth rate of 45.29%. Mainly because the growth of sales income and profitability 16. Non-operating income: gains a y-o-y growth of RMB 7.57 million with growth rate of 38.82%, mainly because the increase of income from disposal of fixed assets and vary government grand obtained increased. 17. Non-operating expenditure: gains a y-o-y growth of RMB 30.21 million with growth rate of 10,417.24%, mainly because compensation paid for termination of Che Bei project from subsidiary Guangdong Huixin and vary relocation expenses and losses arising from subsidiary Guangxi Logistic, which resulted by the urban redevelopment. 18. Taxes refunds: gains a y-o-y growth of RMB 0.61 million with growth rate of 58.59%, mainly because the y-o-y growth in aspect of income tax and export tax rebate received in this period. 19. Taxes paid: gains a y-o-y growth of RMB 105.48 million with growth rate of 39.64%, mainly because the increase of business income and the higher individual tax-burden ratio. 20. Net cash flow arising from operating activities: gains a y-o-y growth of RMB 201.43 million with growth rate of 106.39%, mainly because the increase of operating income, meanwhile, reinforce in aspect of management of receivables, more cash flow obtained for better matches in paid-received. 21. Cash received from investment: received a y-o-y decrease of RMB 1.83 million with growth rate of -100%, mainly because there has the gains/losses obtained from original shareholders of Chinese Medicine Company, settlement from assessment base date to the completion day of equity transfer, at same period of last, and no such business occurred in this period. 22. Net cash received from disposal of fixed assets, intangible assets and other long-term assets: gains a y-o-y growth of RMB 50.02 million with growth rate of 1232.02%, mainly because the compensation obtained from Guangxi Sinopharm Logistic for relocation due to urban redevelopment in this period. 4 China National Accord Medicines Corporation Ltd. The Third Quarterly Report for 2012 (Full-Text) 23. Other cash received with investment activities concerned: received a y-o-y decrease of RMB 0.65 million with growth rate of -100%, mainly because the economic compensation for office-leaving and retirement paid by original shareholders have been received in September 2011 by subsidiary Sinopharm Wuzhou, and no such business in this period. 24. Net cash paid from subsidiary and other operation units: gains a y-o-y growth of RMB 49.73 million with growth rate of 869.41%, mainly because the newly purchased company in this period. 25. Other cash paid with investment activities concerned: received a y-o-y decrease of RMB 9.78 million with growth rate of -100%, mainly because at same period of last year, subsidiary of the Company Sinopharm Nanjing paid the tail-payment for acquisition of Nanning Medicine Company, and no such business in this period. 26. Cash received from bond issuance: gains a y-o-y growth of RMB 398.4 million with growth rate of 100%, mainly because short-term financing bonds are offering in this period, and no such business occurred in last period. 27. Other cash received with financing activities concerned: received a y-o-y decrease of RMB 391.28 million with growth rate of -60.77%, mainly because the factoring for entrust loans and account receivable from Sinopharm decreased in this period. 28. Cash paid for debt settlement: gains a y-o-y growth of RMB 460 million with growth rate of 100.33%, mainly because of the more loans and soaring debts paid. 29. Cash paid for distribution of dividend, profit or interest: gains a y-o-y growth of RMB 53.82 million with growth rate of 54.11%, mainly because the payable interest growth stimulated by the enlargement of financing, meanwhile the cash dividend increased. 30. Dividend, profit paid to minority shareholders by subsidiary: received a y-o-y decrease of RMB 0.57 million with growth rate of -38.26%, mainly because the profit paid to minority shareholders from subsidiary Yanfeng decreased in this period. (II) Progress of significant events, their influences, and analysis and explanation of their solutions 1. Qualified opinion □Applicable √Not applicable 2. Particular about fund offers to controlling shareholders or associated parties and external guarantee that against the regulation. □Applicable √ Not applicable 3. Particular about signing and implementation on significant contracts of ordinary management. □Applicable √ Not applicable 4. Other √ Applicable □Not applicable 1. The Company entered into the Financial Service Agreement and Credit Line Agreement with Sinopharm Group Financial Co., Ltd respectively on 12 September 2012 and 18 September 2012, and applying loans from Financial Company since the date signing. Ended as 30 September 2012, the deposit balance of the Company, loans balance, guarantee amount and note discount occurring in Financial Company are RMB 0.9938 million, RMB 60 million, RMB 0 and RMB 9.9505 million respectively. More details of risk assessment for Sinopharm Group Financial Co., Ltd, please found in Sustainability Risk Assessment on Sinopharm Group Financial Co., Ltd from China National Accord Medicines Corporation Ltd. disclosed on the same day. 2. The Company purchased 70% shares of Sinopharm Shaoguan Co., Ltd on 18 July 2012 with transaction price of RMB 13.58 million. Pricing principle for this assets purchasing are based on the value assessment of book value of balance sheet dated 31 December 2011, property with assets concerned as well as liability and credit are completed their ownership transfer in this period. Net profit RMB 414,300 contributed to the Company from the day of purchasing to end of this report period. 3. A new wholly-owned subsidiary Sinopharm Zhongshan Co., Ltd established in September 2012 with register capital of RMB 10 million; net profit RMB 0 contributed to the Company from day of established to end of this report period. (III) Commitments made by the Company or shareholders holding above 5% shares of the Company in reporting period or extending to reporting period. □Applicable √ Not applicable (IV) Estimation of operation performance for year of 2012 □Applicable √ Not applicable 5 China National Accord Medicines Corporation Ltd. The Third Quarterly Report for 2012 (Full-Text) (V) Particulars about other significant events which needed explanations 1. Particular about security investment □Applicable √Not applicable 2. Particulars about derivatives investment □Applicable √Not applicable 3. Particulars about the positions of derivatives investment at the end of report period □Applicable √Not applicable 4. Registration form of receiving research, communication and interview in the report period □Applicable √Not applicable 5. Corporate bond issuance Whether corporate bond issued or not □ Yes √ No IV. Appendix (I) Financial statement Whether consolidated statement or not: √ Yes □ No □Not applicable Unless otherwise, currency for this statement refers to CNY (RMB) 1. Consolidated Balance Sheet Prepared by China National Accord Medicines Corporation Ltd. Unit: CNY Items Balance at period-end Balance at period-begin Current assets: Monetary funds 662,400,497.30 952,950,167.56 Settlement provisions Capital lent Transaction finance asset Notes receivable 650,807,753.66 534,922,741.30 Accounts receivable 4,676,845,861.96 3,580,506,395.70 Accounts paid in advance 82,236,734.62 65,857,961.31 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 48,091,838.81 28,656,020.58 Purchase restituted finance asset 6 China National Accord Medicines Corporation Ltd. The Third Quarterly Report for 2012 (Full-Text) Inventories 1,543,708,602.09 1,313,213,414.68 Non-current asset due within one year Other current assets 4,750,684.89 7,653,736.21 Total current assets 7,668,841,973.33 6,483,760,437.34 Non-current assets: Granted loans and advances Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 107,299,255.95 95,799,627.42 Investment real estate 84,055,422.76 86,164,929.70 Fixed assets 639,190,456.33 602,205,927.87 Construction in progress 87,491,369.59 131,042,772.59 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 136,499,274.35 119,601,478.86 Expense on Research and 4,538,187.71 3,998,433.69 Development Goodwill 89,878,833.14 53,555,677.09 Long-term expenses to be 17,992,430.83 20,103,138.99 apportioned Deferred income tax asset 46,484,331.07 44,070,064.25 Other non-current asset 167,835,352.75 40,273,842.92 Total non-current asset 1,381,264,914.48 1,196,815,893.38 Total assets 9,050,106,887.81 7,680,576,330.72 Current liabilities: Short-term loans 1,948,849,031.51 1,839,838,065.68 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable 981,377,595.67 1,059,426,952.84 Accounts payable 3,381,811,187.30 2,496,755,405.30 Accounts received in advance 37,820,246.44 58,705,230.49 Selling financial asset of repurchase Commission charge and commission payable Wage payable 149,032,664.34 142,414,446.06 7 China National Accord Medicines Corporation Ltd. The Third Quarterly Report for 2012 (Full-Text) Taxes payable 68,795,140.40 63,600,830.11 Interest payable 8,081,511.95 10,451,229.03 Dividend payable Other accounts payable 376,020,313.50 346,965,182.34 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within 1 67,173,000.00 23,960,000.00 year Other current liabilities Total current liabilities 7,018,960,691.11 6,042,117,341.85 Non-current liabilities: Long-term loans 71,270,657.51 93,082,967.96 Bonds payable Long-term account payable 32,259.60 35,536.20 Special accounts payable 4,287,000.00 4,519,000.00 Projected liabilities Deferred income tax liabilities 22,772,603.90 19,900,787.30 Other non-current liabilities 212,810,029.77 94,245,023.54 Total non-current liabilities 311,172,550.78 211,783,315.00 Total liabilities 7,330,133,241.89 6,253,900,656.85 Owner’s equity (or shareholders’ equity): Paid-up capital (or share capital) 288,149,400.00 288,149,400.00 Capital public reserve 5,550,338.57 8,735,305.04 Less: Inventory shares Reasonable reserve Surplus public reserve 63,480,745.16 63,480,745.16 Provision of general risk Retained profit 1,299,520,773.73 989,727,826.66 Balance difference of foreign currency translation Total owner’s equity attributable to 1,656,701,257.46 1,350,093,276.86 parent company Minority interests 63,272,388.46 76,582,397.01 Total owner’s equity(or 1,719,973,645.92 1,426,675,673.87 shareholders’ equity) Total liabilities and owner’s 9,050,106,887.81 7,680,576,330.72 equity(or shareholders’ equity) Legal representative: Wei Yulin Person in charge of accounting works: Wei Pingxiao Person in charge of accounting institution: Chi Guoguang 8 China National Accord Medicines Corporation Ltd. The Third Quarterly Report for 2012 (Full-Text) 2. Balance Sheet of parent company Prepared by China National Accord Medicines Corporation Ltd. Unit: CNY Item Balance at period-end Balance at period-begin Current assets: Monetary funds 62,142,166.37 164,840,499.86 Transaction finance asset Notes receivable 4,003,841.66 8,718,971.96 Accounts receivable 387,599,346.37 295,227,856.20 Accounts paid in advance 3,904,097.93 3,148,580.55 Interest receivable Dividend receivable Other receivables 751,577,280.60 704,287,016.32 Inventories 112,921,115.92 125,157,825.01 Non-current asset due within one year Other current assets 39,482.38 39,482.38 Total current assets 1,322,187,331.23 1,301,420,232.28 Non-current assets: Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 1,455,328,750.33 1,332,527,041.51 Investment real estate 7,709,682.50 8,841,071.50 Fixed assets 29,188,512.41 32,866,561.06 Construction in progress 545,247.24 253,886.24 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 26,583,847.74 27,426,551.44 Expense on Research and Development Goodwill Long-term expenses to be 8,176,392.32 9,030,726.77 apportioned Deferred income tax asset 3,037,448.27 5,335,693.52 Other non-current asset 7,000,000.00 7,000,000.00 Total non-current asset 1,537,569,880.81 1,423,281,532.04 Total assets 2,859,757,212.04 2,724,701,764.32 Current liabilities: Short-term loans 718,586,305.93 417,648,980.60 9 China National Accord Medicines Corporation Ltd. The Third Quarterly Report for 2012 (Full-Text) Transaction financial liabilities Notes payable 117,668,217.97 120,293,155.72 Accounts payable 329,857,440.73 343,946,734.72 Accounts received in advance 811,020.56 249,535.25 Wage payable 42,881,480.49 24,966,511.90 Taxes payable 2,109,762.60 1,640,177.39 Interest payable 2,701,712.74 868,585.17 Dividend payable Other accounts payable 409,012,653.17 865,237,491.48 Non-current liabilities due within 1 year Other current liabilities Total current liabilities 1,623,628,594.19 1,774,851,172.23 Non-current liabilities: Long-term loans Bonds payable Long-term account payable Special accounts payable 800,000.00 1,032,000.00 Projected liabilities Deferred income tax liabilities 3,773,319.00 3,773,319.00 Other non-current liabilities Total non-current liabilities 4,573,319.00 4,805,319.00 Total liabilities 1,628,201,913.19 1,779,656,491.23 Owner’s equity (or shareholders’ equity): Paid-up capital (or share capital) 288,149,400.00 288,149,400.00 Capital public reserve 14,348,726.93 14,116,726.93 Less: Inventory shares Reasonable reserve Surplus public reserve 63,480,745.16 63,480,745.16 General risk reserve Retained profit 865,576,426.76 579,298,401.00 Balance difference of foreign currency translation Total owner’s equity(or 1,231,555,298.85 945,045,273.09 shareholders’ equity) Total liabilities and owner’s 2,859,757,212.04 2,724,701,764.32 equity(or shareholders’ equity) Legal representative: Wei Yulin Person in charge of accounting works: Wei Pingxiao Person in charge of accounting institution: Chi Guoguang 10 China National Accord Medicines Corporation Ltd. The Third Quarterly Report for 2012 (Full-Text) 3. Consolidated Profit Statement (this report period) Prepared by China National Accord Medicines Corporation Ltd. Unit: CNY Item Amount in this period Amount in last period I. Total operating income 4,693,270,824.15 3,929,202,842.44 Including: Operating income 4,693,270,824.15 3,929,202,842.44 Interest income Insurance gained Commission charge and commission income II. Total operating cost 4,553,798,457.73 3,835,382,657.88 Including: Operating cost 4,287,493,976.95 3,608,714,685.80 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 9,602,518.29 10,045,621.45 Sales expenses 110,788,641.71 90,646,064.21 Administration expenses 102,852,218.88 90,809,745.21 Financial expenses 34,776,427.52 34,226,609.67 Losses of devaluation of asset 8,284,674.38 939,931.54 Add: Changing income of fair value(Loss is listed with ―-‖) Investment income (Loss is listed 9,003,930.24 8,459,883.59 with ―-‖) Including: Investment income on 9,003,930.24 8,459,883.59 affiliated company and joint venture Exchange income (Loss is listed with ―-‖) III. Operating profit (Loss is listed 148,476,296.66 102,280,068.15 with ―-‖) Add: Non-operating income 7,963,730.94 4,481,813.60 Less: Non-operating expense 586,303.05 77,727.87 Including: Disposal loss of 41,703.16 39,743.32 non-current asset IV. Total Profit (Loss is listed with 155,853,724.55 106,684,153.88 ―-‖) Less: Income tax expense 34,568,724.21 25,930,899.43 11 China National Accord Medicines Corporation Ltd. The Third Quarterly Report for 2012 (Full-Text) V. Net profit (Net loss is listed with 121,285,000.34 80,753,254.45 ―-‖) Including: net profit realized before consolidation by mergered 0.00 -183,525.97 party Net profit attributable to owner’s of 117,041,639.67 80,918,614.66 parent company Minority shareholders’ gains and 4,243,360.67 -165,360.21 losses VI. Earnings per share -- -- i. Basic earnings per share 0.406 0.281 ii. Diluted earnings per share 0.406 0.281 VII. Other consolidated income VIII. Total comprehensive income 121,285,000.34 80,753,254.45 Total consolidated income attributable to owners of parent 117,041,639.67 80,918,614.66 company Total consolidated income 4,243,360.67 -165,360.21 attributable to minority shareholders The merger realized net profit RMB 0.00 before consolidation during enterprises consolidation under a same control. Legal representative: Wei Yulin Person in charge of accounting works: Wei Pingxiao Person in charge of accounting institution: Chi Guoguang 4. Profit Statement of parent company (this report period) Prepared by China National Accord Medicines Corporation Ltd. Unit: CNY Items Amount in this period Amount in last period I. Operating income 549,406,861.76 520,183,508.48 Less: operating cost 524,292,949.74 493,296,835.21 Operating tax and extras 1,454,213.60 1,167,722.05 Sales expenses 10,533,270.73 10,542,164.77 Administration expenses 21,699,810.10 17,951,497.63 Financial expenses 3,515,554.18 11,470,667.32 Losses of devaluation of asset -297,612.60 -102,025.86 Add: Changing income of fair value(Loss is listed with ―-‖) Investment income (Loss is listed 9,003,930.24 8,459,883.59 with ―-‖) Including: Investment income on 9,003,930.24 8,459,883.59 affiliated company and joint venture II. Operating profit (Loss is listed -2,787,393.75 -5,683,469.05 with ―-‖) Add: Non-operating income 505,506.53 3,054,118.66 Less: Non-operating expense 8.38 3.97 Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with -2,281,895.60 -2,629,354.36 12 China National Accord Medicines Corporation Ltd. The Third Quarterly Report for 2012 (Full-Text) ―-‖) Less: Income tax expense 2,129,973.08 IV. Net profit (Net loss is listed with -2,281,895.60 -4,759,327.44 ―-‖) V. Earnings per share -- -- i. Basic earnings per share ii. Diluted earnings per share VI. Other consolidated income VII. Total comprehensive income -2,281,895.60 -4,759,327.44 Legal representative: Wei Yulin Person in charge of accounting works: Wei Pingxiao Person in charge of accounting institution: Chi Guoguang 5. Consolidated profit statement (year-begin to end of this period) Prepared by China National Accord Medicines Corporation Ltd. Unit: CNY Item Amount in this period Amount in last period I. Total operating income 13,496,523,170.35 11,138,858,243.01 Including: Operating income 13,496,523,170.35 11,138,858,243.01 Interest income Insurance gained Commission charge and commission income II. Total operating cost 13,055,103,583.27 10,855,224,035.32 Including: Operating cost 12,255,445,722.21 10,141,428,776.70 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 36,252,178.16 25,667,811.97 Sales expenses 344,388,124.93 331,243,281.36 Administration expenses 279,078,781.03 254,207,873.90 Financial expenses 123,265,888.67 95,860,708.66 Losses of devaluation of asset 16,672,888.27 6,815,582.73 Add: Changing income of fair value(Loss is listed with ―-‖) Investment income (Loss is listed 25,020,090.00 21,270,172.89 with ―-‖) Including: Investment income on 25,020,090.00 21,270,172.89 13 China National Accord Medicines Corporation Ltd. The Third Quarterly Report for 2012 (Full-Text) affiliated company and joint venture Exchange income (Loss is listed with ―-‖) III. Operating profit (Loss is listed 466,439,677.08 304,904,380.58 with ―-‖) Add: Non-operating income 27,072,897.87 19,497,223.63 Less: Non-operating expense 30,500,555.57 294,922.39 Including: Disposal loss of 9,027,535.66 109,996.54 non-current asset IV. Total Profit (Loss is listed with 463,012,019.38 324,106,681.82 ―-‖) Less: Income tax expense 98,516,506.38 75,923,291.53 V. Net profit (Net loss is listed with 364,495,513.00 248,183,390.29 ―-‖) Including: net profit realized before consolidation by mergered -240,695.14 -478,833.47 party Net profit attributable to owner’s of 357,075,630.31 245,760,636.92 parent company Minority shareholders’ gains and 7,419,882.69 2,422,753.37 losses VI. Earnings per share -- -- i. Basic earnings per share 1.239 0.853 ii. Diluted earnings per share 1.239 0.853 VII. Other consolidated income VIII. Total comprehensive income 364,495,513.00 248,183,390.29 Total consolidated income attributable to owners of parent 357,075,630.31 245,760,636.92 company Total consolidated income 7,419,882.69 2,422,753.37 attributable to minority shareholders The merger realized net profit RMB -240,695.14 before consolidation during enterprises consolidation under a same control. Legal representative: Wei Yulin Person in charge of accounting works: Wei Pingxiao Person in charge of accounting institution: Chi Guoguang 6. Profit Statement of parent company (year-begin to end of this period) Prepared by China National Accord Medicines Corporation Ltd. Unit: CNY Items Amount in this period Amount in last period I. Operating income 1,611,320,742.34 1,466,936,940.92 Less: operating cost 1,533,819,509.57 1,394,818,434.22 Operating tax and extras 4,015,503.39 3,079,873.50 Sales expenses 34,323,702.94 35,131,140.36 Administration expenses 40,489,753.67 37,283,777.36 14 China National Accord Medicines Corporation Ltd. The Third Quarterly Report for 2012 (Full-Text) Financial expenses 15,666,378.68 28,289,487.66 Losses of devaluation of asset -385,458.17 150,888.54 Add: Changing income of fair value(Loss is listed with ―-‖) Investment income (Loss is listed 342,092,885.99 256,330,651.56 with ―-‖) Including: Investment income on 25,020,090.00 21,270,172.89 affiliated company and joint venture II. Operating profit (Loss is listed 325,484,238.25 224,513,990.84 with ―-‖) Add: Non-operating income 822,021.74 5,636,496.77 Less: Non-operating expense 270,566.98 3.97 Including: Disposal loss of 69,125.07 0.00 non-current asset III. Total Profit (Loss is listed with 326,035,693.01 230,150,483.64 ―-‖) Less: Income tax expense 2,298,245.25 5,360,505.58 IV. Net profit (Net loss is listed with 323,737,447.76 224,789,978.06 ―-‖) V. Earnings per share -- -- i. Basic earnings per share ii. Diluted earnings per share VI. Other consolidated income VII. Total comprehensive income 323,737,447.76 224,789,978.06 Legal representative: Wei Yulin Person in charge of accounting works: Wei Pingxiao Person in charge of accounting institution: Chi Guoguang 7. Consolidated Cash Flow Statement (year-begin to end of this period) Prepared by China National Accord Medicines Corporation Ltd. Unit: CNY Item Amount in this period Amount in last period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 12,752,376,314.27 10,532,981,669.68 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 15 China National Accord Medicines Corporation Ltd. The Third Quarterly Report for 2012 (Full-Text) Net increase of capital borrowed Net increase of returned business capital Write-back of tax received 1,645,597.88 1,037,653.73 Other cash received concerning 82,642,098.78 91,301,719.02 operating activities Subtotal of cash inflow arising from 12,836,664,010.93 10,625,321,042.43 operating activities Cash paid for purchasing commodities and receiving labor 11,861,241,353.99 9,973,672,262.44 service Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and workers 358,441,169.10 322,989,852.09 Taxes paid 371,596,474.36 266,122,534.50 Other cash paid concerning 233,299,748.68 251,879,449.87 operating activities Subtotal of cash outflow arising 12,824,578,746.13 10,814,664,098.90 from operating activities Net cash flows arising from 12,085,264.80 -189,343,056.47 operating activities II. Cash flows arising from investing activities: Cash received from recovering 1,833,000.00 investment Cash received from investment 13,520,461.47 17,595,000.00 income Net cash received from disposal of fixed, intangible and other long-term 54,082,155.99 4,063,113.42 assets Net cash received from disposal of subsidiaries and other units Other cash received concerning 650,072.37 investing activities Subtotal of cash inflow from 67,602,617.46 24,141,185.79 investing activities Cash paid for purchasing fixed, 146,451,305.64 139,579,470.77 intangible and other long-term assets Cash paid for investment Net increase of mortgaged loans Net cash received from subsidiaries 55,451,762.22 5,721,335.24 and other units Other cash paid concerning investing 9,784,633.68 activities Subtotal of cash outflow from 201,903,067.86 155,085,439.69 investing activities 16 China National Accord Medicines Corporation Ltd. The Third Quarterly Report for 2012 (Full-Text) Net cash flows arising from -134,300,450.40 -130,944,253.90 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 loans 840,603,970.24 704,180,383.69 Cash received from issuing bonds 398,400,000.00 Other cash received concerning 252,631,051.81 643,907,133.91 financing activities Subtotal of cash inflow from 1,491,635,022.05 1,348,087,517.60 financing activities Cash paid for settling debts 918,491,964.16 458,490,493.30 Cash paid for dividend and profit 153,290,704.45 99,470,808.16 distributing or interest paying Including: Dividend and profit of minority shareholder paid by 915,144.07 1,489,758.64 subsidiaries Other cash paid concerning 570,193,419.23 588,086,151.27 financing activities Subtotal of cash outflow from 1,641,976,087.84 1,146,047,452.73 financing activities Net cash flows arising from -150,341,065.79 202,040,064.87 financing activities IV. Influence on cash and cash equivalents due to fluctuation in 8,041.67 -13,288.37 exchange rate V. Net increase of cash and cash -272,548,209.72 -118,260,533.87 equivalents Add: Balance of cash and cash 907,884,162.14 684,764,869.84 equivalents at the period -begin VI. Balance of cash and cash 635,335,952.42 566,504,335.97 equivalents at the period -end Legal representative: Wei Yulin Person in charge of accounting works: Wei Pingxiao Person in charge of accounting institution: Chi Guoguang 8. Cash Flow Statement of parent company (year-begin to end of this period) Prepared by China National Accord Medicines Corporation Ltd. Unit: CNY Item Amount in this period Amount in last period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 1,662,451,442.57 1,582,721,158.31 services Write-back of tax received Other cash received concerning 16,338,339.91 13,528,398.19 operating activities Subtotal of cash inflow arising from 1,678,789,782.48 1,596,249,556.50 operating activities 17 China National Accord Medicines Corporation Ltd. The Third Quarterly Report for 2012 (Full-Text) Cash paid for purchasing commodities and receiving labor 1,633,946,690.73 1,590,198,109.09 service Cash paid to/for staff and workers 33,994,046.58 31,799,371.78 Taxes paid 20,053,311.69 17,415,084.04 Other cash paid concerning 22,068,405.14 37,825,100.83 operating activities Subtotal of cash outflow arising 1,710,062,454.14 1,677,237,665.74 from operating activities Net cash flows arising from -31,272,671.66 -80,988,109.24 operating activities II. Cash flows arising from investing activities: Cash received from recovering 1,830,000.00 investment Cash received from investment 123,264,318.99 96,016,500.73 income Net cash received from disposal of fixed, intangible and other long-term 207,900.00 3,239,648.92 assets Net cash received from disposal of 5,424,600.00 subsidiaries and other units Other cash received concerning 295,783,271.97 251,989,281.47 investing activities Subtotal of cash inflow from 424,680,090.96 353,075,431.12 investing activities Cash paid for purchasing fixed, 1,799,057.00 3,360,428.22 intangible and other long-term assets Cash paid for investment 10,000,000.00 55,321,335.24 Net cash received from subsidiaries 85,598,000.00 and other units Other cash paid concerning investing 594,080,000.00 213,544,100.00 activities Subtotal of cash outflow from 691,477,057.00 272,225,863.46 investing activities Net cash flows arising from -266,796,966.04 80,849,567.66 investing activities III. Cash flows arising from financing activities Cash received from absorbing investment Cash received from loans 160,000,000.00 270,000,000.00 Cash received from issuing bonds 398,400,000.00 Other cash received concerning 648,349,929.11 949,038,879.26 financing activities Subtotal of cash inflow from 1,206,749,929.11 1,219,038,879.26 financing activities Cash paid for settling debts 130,164,459.99 210,000,000.00 Cash paid for dividend and profit 81,187,208.13 81,268,773.85 distributing or interest paying Other cash paid concerning 800,026,956.78 905,462,372.49 financing activities Subtotal of cash outflow from 1,011,378,624.90 1,196,731,146.34 financing activities 18 China National Accord Medicines Corporation Ltd. The Third Quarterly Report for 2012 (Full-Text) Net cash flows arising from 195,371,304.21 22,307,732.92 financing activities IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash -102,698,333.49 22,169,191.34 equivalents Add: Balance of cash and cash 164,840,499.86 135,498,819.87 equivalents at the period -begin VI. Balance of cash and cash 62,142,166.37 157,668,011.21 equivalents at the period -end Legal representative: Wei Yulin Person in charge of accounting works: Wei Pingxiao Person in charge of accounting institution: Chi Guoguang (II) Auditing Report Auditing Opinion: Unaudited China National Accord Medicines Corporation Ltd. Chairman: Wei Yulin 24 October 2012 19