China National Accord Medicines Corporation Ltd. SEMI-ANNUAL REPORT 2013 August 2013 1 Section I. Important Notice, Contents and Paraphrase Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of China National Accord Medicines Corporation Ltd. (hereinafter referred to as the Company) 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. All directors are attended the Board Meeting for report deliberation. The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either. Yan Zhigang, principal of the Company, Wei Pingxiao, person in charger of accounting works and Chi Guoguang, person in charge of accounting organ (accounting principal) hereby confirm that the Financial Report of the Semi-Annual Report 2013 is authentic, accurate and complete. There can be risks of industry competition, management & operation, markets and national policies etc. associated, investors are advised to exercise caution of the investment risks. 2 Content Section I Important Notice, Contents and Paraphrase .................................. 4 Section II Company Profile .............................................................................. 5 Section III Accounting data and summary of finnaical indexes .................... 7 Section IV Report of the Board of Directors ................................................... 9 Section V Important Events ........................................................................... 17 Section VI Changes in shares and particular about shareholders .............. 23 Section VII Directors, Supervisors and Senior Executives ........................ 27 Section VIII Financial Report ........................................................................ 28 Section IX Documents Available for Reference ........................................ 195 3 Paraphrase Items Refers to Definition The Listed Company, Company, the Company, Refers to China National Accord Medicines Corporation Ltd. China National Accord, the Group Sinopharm Holding Refers to Sinopharm Group Co., Ltd., the controlling shareholder of the Company Terminology: Refers to Direct selling Refers to A sales method that the drug directly sold to the hospital GMP certification Refers to Good Manufacture Practice of Drugs certification GSP certification Refers to Good Supplying Practice certification Namely SCM, the information system of processing workflow, and Supply Chain Management Refers to procurement, inventory and sales files Abbreviation of the company: Refers to China National Refers to China National Pharmaceutical Group Corporation China National Corp. Refers to China National Medicines Corporation Ltd. Sinopharm Holding Guangzhou Refers to Sinopharm Holding Guangzhou Co., Ltd. Sinopharm Holding Liuzhou Refers to Sinopharm Holding Liuzhou Co., Ltd. Sinopharm Holding Guangxi Refers to Sinopharm Holding Guangxi Co., Ltd. Zhijun Pharmaceutical Refers to Shenzhen Zhijun Pharmaceutical Co., Ltd Main Luck Pharmaceuticals Refers to Shenzhen Main Luck Pharmaceuticals Inc. Zhijun Medicine Trading Refers to Shenzhen Zhijun Medicine Trading Co., Ltd. 4 Section II Company profile I. Company Profile Short form for share Sinopharm Accord, Accord B Code for share 000028, 200028 Listing stock exchange Shenzhen Stock Exchange Chinese name of the Company 国药集团一致药业股份有限公司 Abbr. of Chinese name of the 国药一致 Company(if applicable) English name of the China National Accord Medicines Corporation Ltd. Company(if applicable) Abbr. of English name of the Sinopharm Accord Company(if applicable) Legal Representative Yan Zhigang II. Contact person and ways Secretary of the Board Name Chen Changbing Contact adds. Accord Pharm. Bldg., No. 15, Ba Gua Si Road, Futian District, Shenzhen Guangdong Tel. +(86)755 25875195 Fax. +(86)755 25875147 E-mail 0028@szaccord.com.cn III. Others 1. Way of contact Whether registrations address, offices address and codes as well as website and email of the Company changed in reporting period or not □ Applicable √ Not applicable Registrations address, offices address and codes as well as website and email of the Company has no change in reporting period, found more details in Annual Report 2012. 2. Information disclosure and preparation place Whether information disclosure and preparation place changed in reporting period or not □ Applicable √ Not applicable 5 The newspaper appointed for information disclosure, website for semi-annual report publish appointed by CSRC and preparation place for semi-annual report have no change in reporting period, found more details in Annual Report 2012. 3. Registration changes of the Company Whether registration has changed in reporting period or not □ Applicable √ Not applicable Date/place for registration of the Company, registration number for enterprise legal license, number of taxation registration and organization code have no change in reporting period, found more details in Annual Report 2012. 4. Other relevant information Whether other relevant information has changed in reporting period or not □ Applicable √ Not applicable 6 Section III. Accounting data and summary of financial indexes I. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □Yes √ No Increase/decrease in this Current period Same period of last year report y-o-y (%) Operating revenue (RMB) 10,131,712,690.44 8,803,252,346.20 15.09% Net profit attributable to shareholders of 260,794,678.64 240,033,990.64 8.65% the listed company(RMB) Net profit attributable to shareholders of the listed company after deducting 260,180,187.43 248,307,662.79 4.78% non-recurring gains and losses(RMB) Net cash flow arising from operating 238,276,873.08 138,909,868.17 71.53% activities(RMB) Basic earnings per share (RMB/Share) 0.905 0.833 8.64% Diluted earnings per share (RMB/Share) 0.905 0.833 8.64% Weighted average ROE (%) 13.81% 16.35% -2.54% Increase/decrease in this End of current period End of last period report-end over that of last period-end (%) Total assets (RMB) 10,120,887,640.81 9,295,839,939.64 8.88% Net assets attributable to shareholder of 1,985,025,137.87 1,775,943,028.96 11.77% listed company(RMB) II. Items and amounts of extraordinary profit (gains)/loss In RMB Item Amount Note Gains/losses from the disposal of non-current asset (including the 3,665.89 write-off that accrued for impairment of assets) The enterprise supporting fund Governmental subsidy calculated into current gains and RMB 7.05 million allocated from losses(while closely related with the normal business of the 12,384,950.86 Nanning Economic and Company, excluding the fixed-amount or fixed-proportion governmental subsidy according to the unified national standard) Technological Development Zone, financial discount RMB 7 650,000, the deferred income recognized in the Period due to relocation compensation and R&D subsidy was amortized RMB 2.4 million Transferred back to the previous Reversal of impairment reserve for account receivable with 469,770.27 single provision of accounts separate impairment testing receivable in the period. The accrual liabilities RMB 22.04 million form the litigation Other non-operating income and expenditure except for the -12,371,947.75 recognized and RMB 9.43 aforementioned items million of long-term losses written off without payments Less: impact on income tax -169,935.06 Influenced amount of minority shareholders’ equity (after tax) 41,883.12 Total 614,491.21 -- Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, explain reasons □ Applicable √ Not applicable 8 Section IV. Report of the Board of Directors I. Summary (i) Performance of the Company for first half year of 2013 During the reporting period, under the influence of market surroundings and policies, growth of revenue and profit from China National Accord presents eased, by comparing with historical levels. From January to June of 2013, the Company earned RMB 10074 million of sales revenue with y-o-y growth of 15.10 percent, of which, the distribution business division earned RMB 9190 million, a 18.19 percent up y-o-y; pharmacy division achieved RMB 862 million in sales with y-o-y down of 10.10 percent. the net profit attributable to parent company amounting to RMB 261 million, up 8.64 percent y-o-y, while distribution division shows a sharply growing with 45.92 percent up y-o-y; suffered by continual influence from “antibiotic-restriction order” and sales transformation of ephedrine-contained agent, net profit from pharmacy division fell 17.75 percent y-o-y. 1. As for the operation strategy of gaining benefit from scale, preliminary results were achieved by the distribution division, scale promotion from network layout further presents, effectively minimized the influence on sales from bidding and drug price reduction, in composition of revenue for he Company, distribution division representing 91.22 percent, up 2.39 percentage points compared with corresponding period of last year and achieved a growth of 18.19 percent. Main operation index shows a favorable growth movement, of which, growth of net profit far above the growth of sales revenue and growth of expenses below the growth of sales revenue. 2. Under influence of depressed in antibiotic industry as a whole and the sales channel transformation of Compound Codeine Phosphate Oral Solution, pharmacy division has a y-o-y down in sales. However, in aspect of product structure optimization, Zhijun Pharmaceutical has more 9 percentage points up from a year earlier in sales of oral solid preparation, gross profit ratio of Zhijun Pharmaceutical slightly better than industry-level. Internationalization of the industry is breaking new ground, sales revenue from international export realized rapid increment of 57 percent y-o-y. Sales from Shenzhen Chinese Medicine maintaining a growth, gains an operational profit, the growth rate of sales and rate of margin exceeds the average level in sub-industry of Chinese patent medicine. Suffered downstream downturn in preparation market and high fixed assets expenses, sales from Zhijun Suzhou decreased drastically, improvement of operation deficit still far from the expectation. (ii) Work focus in first half year from headquarters and business division 1. In the first half year, HQ-level of the Company focusing on management improvement, keeping a firm grasp on benchlearning, in-depth advance the function transformation and resources integration, upgrade operation efficiency through resentful management and control, “HQ value” embodied with the quality service. Achieved remarkable results in aspect of strengthen of strategic orientation, management and control improvement, optimization of resource allocation and creation of harmonious atmosphere etc. 2. In the first half year, distribution division with the establishment of smart supply chain at the core, with support from optimization of integrated operation system, steadily push forward the network layout, continues to optimize the format structure, energetically explore new ways and new idea for the transformation of business model, striving to create an extendible management platform of Guangdong-Guangxi, make a step forward to enhance core competitiveness. (1) Comprehensively push forward the smart supply chain mode in Guangxi and Guangdong province, coordinating operation of the foreground/background system boosting the competitiveness of distribution as a whole. Supply chain integration step in a new stage, coordination of the foreground and background achieved a new results, more warehouse operation in Guangxi and Guangdong province made new breakthroughs. (2) Continue to advance network sink, rapid up stationing of DTC pharmacy, supports the growth of distribution scale with impeccable network coverage. Six new DTC pharmacies opened in first half year of 2013. (3) Percentage of direct selling format and sales from domestic products growth on a continual basis, constantly optimize distribution 9 structure, competitive advantage has been consolidated further. Sales from direct selling format representing over 69.8 percent, up nearly 2 percentage points from a year earlier; gross profit from direct selling format contributed up to 84 percent, a 3 percentage points up from a year earlier. Sales from domestic products representing 57.5 percent with 4.7 percentage points up from a year earlier; growing rate of sales from domestic products come to 30 percent, strongly supported the rapid development of distribution. (4) A breakthrough was made in value-added services, new business gains a notable growth, speed up the transformation from distribution to supplier of health and medicine and product service. Hospital logistics carried out smoothly, B2B business of e-commerce officially begins operation. New business of vaccine and instrument rising greatly. (5) Continue to deepen the integration operation of Guangxi and Guangdong province Continue perfecting the integrated operation system with procurement, inventory, sales and logistics at the core; unified operation nodes and standards in Guangxi and Guangdong province, promote the standardization management of business in Guangxi and Guangdong province; integral category and quantity purchased up to 2180, the amount from integral purchasing achieved RMB 1564 million; integrated platform strongly supported the rapid expansion of subsidiaries. (6) The pioneering advantages of market shares of public hospital in Guangxi and Guangdong province continuously consolidated and expand, and lay the solid foundation for realizing commercial benchmark in Guangxi and Guangdong province. Market shares of hospital in Guangdong province up to 18.1 percent, a 0.9 percentage points higher than whole year of 2012, the leading edge further expanded. Market shares of hospital in Guangxi province was 25.9 percent, a 1.8 percentage points up year-on-year. (7) Continued to speed up the transformation of logistics, improved establishment of logistic network, enhance operation efficiency and information level of the logistic center constantly. 3. Pharmacy division is guided by concept of outstanding performance, integrate quality resources all the time, promote substantiation operation for the business platform, quicken structural adjustment and transformation and upgrading all the time, strive to develop emerging service, constantly improve the differentiation competitiveness in pharmaceutical sector. (1) Took institutionalization, processes and standardization as core elements, using brand as carrier, constantly upgrading the integrated operational standards. (2) Depend on new architecture, strengthen the efforts to R&D and integration of marketing resources, create a dumbbell-shaped pharmaceutical enterprise, and consolidate the core competence. 1) R&D center: create an integration R&D platform. With support from “two divisions and three institutes”, implemented management of “four integration”. Eight new projects in total in first half year of 2013, seven instructions have newly declared. Currently, totally 71 projects still in research the CDE accept No. up to 48. 2) Marketing center: create an integration marketing platform. Improved the system process according to the united management platform of Zhijun Medicine Trading, unify resources allocation and business supporting, lay a foundation for transition of united sales platform operation; POA, thousand county plan and grass-root interview: keep a firm grasp on POA plan and thousand county plan, emphasizes to terminal cultivation, made the network sink to the third terminal; organize grass-root survey in first half year of 2013, timely adjust the sales strategy, and respond to the market changes effectively. (3) Product structure adjustment of Zhijun Pharmaceutical has a significant results, product structure of Zhijun Suzhou and Shenzhen Chinese Medicine still in optimize persistently. (4) International business growth significantly, great healthy realized a favorable opening, offers strong support for the industrial strategic transformation. (5) Unify internal control standards in vary enterprises, strengthen operation supervision and control, minimize operation risk efficiency while standardized the management. (6) Zhijun Pharmaceutical standardizes federal distribution channels, Zhijun Suzhou and Shenzhen Chinese Medicine adopt vary measures to control the deficit and reduce business risks. (7) The international certification of oral solid gains a breakthrough, new version of GMP certification was implemented smoothly lay out a foundation for leading in quality. 1) New version of GMP certification was implemented smoothly: the 2nd plant of cephems powder injection preparation from Zhijun Pharmaceutical, cefuroxime and cefoxitin from Zhijun Suzhou obtained the new version of GMP certification; three workshops from Shenzhen Chinese Medicine and totally six production lines pass the new version GMP certificate. 2) International certification achievements: EUGMP certificate of Zhijun Pharmaceutical oral solid passed 10 the field audit smoothly; the EUGMP certificate after certification of 2-line and 3-line of powder-needle still in stage of soft and hardware rectification; international joint project was implemented smoothly. (iii) Work arrangements for the second half year of 2013 In second half year of 2013, China National Accord will take the opportunity of refinancing promotion, change development strategy, new ideas and new measurements are made from business divisions in way of development: the distribution speed up mergers and acquisition, promote the scale through merger, strive to obtaining more upstream product resources by taking advantage of capital; enlarge the number of verities in terms of exclusive distribution, general agency and regional agency, improve the bid rate and scope in medicine bidding; as for pharmaceuticals, make use of the plentiful fund guarantee, plan R&D of new products and base construction as a whole as well as international market development etc., speed up new products to market and introduction of products with approval obtained, enlarge market development strength, focus on terminal cultivation and brand planning, express upgrade the sales in volume and growth. 1. In corporate terms, in second half year of 2013, continues to centre on management improvement, carry out management activity of benchmarking in a deep-going way, continue to strengthen management and control and improved value, seeking a favorable practice through benchmarking, reinforce core competitiveness by cooperation with industrial and commercial, strive to realize comprehensive promotion in operating efficiency and basic management. 2. In second half year of 2013, distribution division will comprehensively push forward the construction of smart supply chain, adapt the transformation of foreground and background, established a operation management system with client oriented; promoted management sink, continues to improve distribution network and logistic network, deepen united operation in Guangxi and Guangdong province, enhance market position in distribution as a whole; to explore innovation service mode, deepening business model, optimize profit mode and improve benefits from the scales all the time, create a business benchmarking enterprise in Guangxi and Guangdong province. Optimizing supply chain platform system with systematic mind, focus on promotion of operation efficiency, further to gains more profit from the scale. 3. In second half year, pharmaceutical division continues to focusing on “structure adjustment and transformation promotion”: further promote grass-roots survey activity from managers of “client-oriented”; deepen integration of industry, continues to promote the optimization of product and market structures, steadily promoted the core business center on domestic agents through established the secondary distribution system; speed up the seeded business of cultivation of great healthy and international export, take more efforts on improving the profitability from Zhijun Suzhou and Shenzhen TCM, effectively raising the systemic competitive advantage in the pharmaceutical sector. II. Main business analysis Summary In reproting period, the Company achieved RMB 10131.7127 million of operation revenue in total, a 15.09 percent increase from a year ago; net profit attributable to shareholder of listed company was RMB 260.7947 milion, up 8.64 percent from a year earlier. Please found in “Abnormal situation and reasons of changes for items of main accoutning statement” in “Section VIII. Financial Report” for more details of y-o-y changes in main financial data. 11 Major changes on profit composition or profit resources in reporting period □ Applicable √ Not applicable No major changes on profit composition or profit resources occurred in reporting period The future development and planning extended to reporting period that published in disclosure documents as prospectus, private placing memorandum and recapitalize statement □ Applicable √ Not applicable No future development and planning extended to reporting period that published in disclosure documents as prospectus, private placing memorandum and recapitalize statement Review on the previous business plan and its progress during reporting period In the reporting, more details about the previous business plan and business plan implementation can be found in “I. Summary” in this Section. III. Constitution of main business In RMB Increase or Increase or Increase or decrease of decrease of decrease of gross Gross profit ratio Operating revenue Operating cost operating revenue operating cost profit ratio over (%) over same period over same period same period of of last year (%) of last year (%) last year (%) According to industries Medical business 9,189,991,363.76 8,720,715,328.37 5.11% 18.19% 18.77% -0.46% Medical 861,761,411.80 515,258,589.23 40.21% -10.10% -12.21% 1.44% manufacture Logistics and warehousing 18,252,493.23 11,687,475.17 35.97% 36.02% 39.33% -1.52% services Lease and other 4,486,774.27 1,765,714.99 60.65% -14.83% -8.82% -2.59% service According to region Domestic sales 10,045,244,726.84 9,227,964,048.84 8.14% 14.87% 16.3% -1.13% Foreign sales 29,247,316.22 21,463,058.92 26.62% 286.42% 306.8% -3.68% IV. Core competence analysis 1. Impact on product’s price from antibiotic-restriction order: special variety suffered a lot from the antibiotic-restriction order; however, majority of the antibiotics from Zhijun belong to restriction drugs, level-to-level administration has a limited effects on the Company in terms of variety; furthermore, under the influence of serial policy together with antibiotic-restriction, mark down and 12 expenses-controlling from hospital etc., cephalosporin products competed intensively. Countermeasures: the Company always insist on quality priority and reasonable market price, besides adjustment for individual varieties (Chinese medicine products in particular) , which were greatly affected by production cost, factory price for other verities has a minor fluctuation or remained unchanged. 2. Impact on the Company from new version GMP certification: the new version GMP certification is double-edged sword. On one hand, assuring the drugs quality, promoting economic structural adjustment for medicine and upgrade industries, industrial concentration will improve, more large-scale pharmaceutical enterprise will emerge, further enhance the international competitiveness for the country’s pharmaceutical industry; on the other hand, development status of the pharmaceutical enterprise in China was “low, small, fall apart and excessive”, directly influence from new version GMP certification was the soaring cost and slim profit, for those small enterprises with net profit under ten million Yuan even one million Yuan, they will face closing down or transform by great enterprise by acquisition due to the GMP transformation expenses, which unable to afford. Countermeasures: the Company actively carries out the certification of new version GMP, boosting competitiveness in pharmaceutical industry in later years. Currently, Shenzhen Zhijun Guanlan Base, Sinopharm TCM and China National Zhijun (Suzhou) Pharmaceutical Co., Ltd. have passed the new version GMP certification. In addition, part of the production line of the Company has passed the EU certification, international competitiveness enhanced. 3. Impact on business of the Company from GSK (GlaxoSmithKline) affairs: the Company always maintained the compliance management, the affairs shows no influence on business of the Company. By utilizing quality advantage and the advantage of obtained EU certification and new version GMP certification, the Company would take the opportunity of the GSK affairs, enlarge market shares in China for their own products. V. Investment analysis 1. Main subsidiaries and joint-stock companies analysis Main subsidiaries and joint-stock companies In RMB Main Company Register Operating Operating Type Industries products or Total assets Net Assets Net profit name capital revenue profit service Production for raw medicine of chemical products, processing Shenzhen for Chinese Zhijun RMB Subsidiary Manufacture traditional 1,040,452,513.64 420,528,335.53 685,649,615.25 145,759,731.69 124,973,565.66 Pharmaceutical 200,000,000 patent Co., Ltd. medicine, production of chemical material of medicine; Import and 13 export trade are treated by authorized certificates. Chinese traditional patent medicine, chemical preparations, antibiotics, bio-chemical medicine, biological medicine, diagnosis medicine, biological medicine with features Sinopharm of treatment Holding RMB Subsidiary Commerce and 4,200,973,779.21 525,862,855.59 5,519,324,479.81 80,114,973.32 60,780,446.30 Guangzhou 400,000,000 diagnosis, Co., Ltd. shaped packing food, chemical products, and various commodity and technique hold by self-support and agency as well as import & export of technology 14 2. Major project invested by non-raised funds In ten thousand Yuan Accumulation of Total schedule Amount invested in actual investment Name of the project Progress Earnings of the project investment amount the Period amount as of the period-end Expanded two workshops of cephalosporin solid, The 2nd phase project increasing 1 billion pieces of of Guanlan Base of annual productivity; Newly 25,000 1,427.41 15,779.75 90% Zhijun built a production line of Pharmaceutical aseptic injection, increasing 0.2 billion annual productivity. Total building area was 76000 square meter as plan. Production plant of non-penicillin and cephalosporin, storehouse (rack storage), power, public utility and system, office and The 1st phase of living supporting facilities. construction project 35,000 182.95 1,503.06 0% (Annual) production output of Pingshan designed: 1. non-penicillin and cephalosporin powder-needle: 100 million needles; 2. oral solution: 50 million bottles; 3. oral solid: 1000 million tablets (grains, packets) Total 60,000 1,610.36 17,282.81 -- -- Query date for temporary notice disclosed 2011-3-22 on appointed website (if applicable) Query index for temporary notice disclosed Juchao website: Notice No.: 2011-02 on appointed website (if applicable) VI. Prediction of business performance from January – September 2013 Estimation on accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation on reason □ Applicable √ Not applicable 15 VII. Explanation from the Board and Supervisory Committee for “Qualified Opinion” from the CPA of this year’s Nil VIII. Explanation from the Board for “Qualified Opinion” of last year’s Nil IX. Implementation of profit distribution in reporting period Implementation or adjustment of profit distribution plan in reporting period, cash dividend plan and shares converted from capital reserve in particular √Applicable □Not applicable The profit distribution scheme for year of 2012 was deliberated and approved in the Shareholders General Meeting of 2012 on April 19, 2013, calculating based on the Company’s total shares on December 31, 2012 of 288,149,400 shares, and the Company distribute RMB 1.80 (including tax) dividend per ten shares to all shareholders in cash. On May 30, 2013, Board of Directors issued Announcement on Implementation of the 2012 Equity Distribution Plan (published on Securities Times, China Securities Journal, Hong Kong Commercial Daily and Juchao Website http://www.cninfo.com.cn dated 30 May 2013), the 2012 Annual Profit Distribution Plan was implemented, and dividend for social public shareholders distributed to shareholders’ account on 7 June 2013 (A shares) and 14 June 2013 (B shares) respectively. X. In the report period, reception of research, communication and interview Contents discussed and material Time Place Way Type Reception provided Building of Industrial Visit the company, and know the Shenzhen Accord Securities, development of the company 2013-03-29 Field research Institution Pharmaceutical Fullgoal Fund, after disclosure of Annual Co., Ltd China AMC Report, no files provided. Visit the company, and know the Building of CITIC impacts of the industry Shenzhen Accord Securities, 2013-05-31 Field research Institution development change by Pharmaceutical Hongta Hotland Guangdong Medical Reform Co., Ltd AMC Policies, no files provided. Visit the company, and know the Building of impacts of the industry Shenzhen Accord 2013-06-07 Field research Institution Morgan Stanley development change by Pharmaceutical Guangdong Medical Reform Co., Ltd Policies, no files provided. 16 Section V. Important Events I. Corporate governance In strict accordance with the “Company Law”, “Securities Law” and relevant requirement from laws and regulations of “Governance Rules for Listed Company”, the Company continues to perfect corporate governance structure, standardize and improve operation of the Company, reinforce the management in aspect of information disclosure and aims to establish a modern enterprise system. Currently, the Company owes a perfected management system, a standard operation and a complete corporate governance structure, which met requirement of Basic Norms of Internal Control for Enterprises and necessary guidelines, jointly issued by five ministries. During the period, a relatively completed corporate governance structure has been established by the Company, the shareholders’ general meeting, board of directors, supervisory committee and managers of the Company has a clearly defined rights and responsibilities and subject to the checks and balances; each perform its own functions and operation regularly, exercising voting rights, decision-making rights, supervision rights and executive power respectively. The Company bring a closer around on annual target at the same time, constantly adapt vary changes in markets and environment through continual optimization of the internal control system and operation mechanism; and to do the following in aspect of risk prevention and control, assuring rationality and efficiency of the operation and design for internal control system. 1. Combined with the needs of new management and control, the Company formulated an “Annual Work Plan of Risk Internal Control and Process” for year of 2013 based on completion of the structure for team members of the risk control and process of the Company/business division and their duty adjustment. Vary core requirements and time schedule of risk appraisal, risk prevention and response, risk management, establishment of internal control system and self-evaluation, on-site examination and risk internal control knowledge training etc. were well-defined in the “Annual Work Plan of Risk Internal Control and Process”. 2. Completed the “Self-evaluation Report of Internal Control for year of 2012” in line with the annual plan, organized the Company and business division for completing the self-evaluation work on internal control for first half year of 2013, continues to upgrade the management standards between subsidiaries. 3. In line with the annual plan, to completed the evaluation and totally analysis for the risks the Company face, updated and improved risk library, complied the “Comprehensive Risk Management Report for year of 2013”. 4. Revised and improved the file system of system process (internal control) for year of 2013 and self-evaluation manual of internal control in line with the annual plan, systemative training on the new version of system process and risk internal control knowledge etc. and organized testing for the system process. 5. At the level of business division, by means of improve and reinforce the integrated operating platform, further to standardize the rules in aspect of management criteria, system and instrument; supporting development of the subsidiary and strengthen their market competitiveness in terms of planning and coordination, resource sharing and centralized solution etc. The constantly improving for the internal control management system and self-evaluation mechanism, guarantee a soundly and efficiency operation quality of the Company while the ability for risk prevention improved. II. Significant lawsuits and arbitrations of the Company □Applicable √Not applicable The Company has no significant lawsuits and arbitrations in reporting period 17 III. Question from media □ Applicable √ Not applicable No universal questioned by media in reporting period IV. Major related transaction 1. Related transaction with day-to-day operation concerned (1) Related transaction with day-to-day operation concerned found more details in “6. Related relationship and related transactions” in “Section VIII. Financial Report”; (2) The related transaction are settled in cash and by note etc, all disclosed on 21 March 2013 in Juchao Website with Notice No.: 2013-06 carried; (3) In accordance with the “proposal of day-to-day related transaction with the Company and its subordinate enterprise for year of 2013”, deliberated and approved in shareholders’ general meeting dated 19 April 2013, in the reporting period, related party sales representing 41.04 percent of the total estimated amount for whole year, related party procurement representing 41.93 percent of the total estimated amount for whole year, related party loans interest expenses representing 9.95 percent of the total estimated amount for whole year, related party buyer discount expenses representing 35.53 percent of the total estimated amount for whole year, related party interest expenses of notes discounted representing 1.47 percent of the total estimated amount for whole year, related party housing rental income representing 52.66 percent of the total estimated amount for whole year, related party housing and equipment rental expenses representing 50.95 percent of the total estimated amount for whole year, income of service providing from related party representing 55.13 percent of the total estimated amount for whole year and expenses of service accepting by related party representing 6.33 percent of the total estimated amount for whole year. 2. Related transaction from asset acquisition and sales Nil 3. Significant related transaction from jointly investment outside Nil 4. Current related claims and obligations (1) The Company had no non-operating current related claims and obligations; (2) More details of current related claims and obligations can be found in “6. Relationships of related party and transactions” from “Section VIII. Financial Report”; (3) Current related claims and obligations belong to the normal business contact without bad affect on the operation results and financial status of the Company. 5. Other significant related transaction Nil V. Significant contracts and its implementation 1. Guarantees In RMB 18 External guarantee of the Company (Barring the guarantee for the controlling subsidiaries) Guarante Related Complete e for Announcem Actual date of Name of the Actual guarantee Guarantee Guarantee implemen related ent Guarantee limit happening (Date of Company guaranteed limit type term tation or party disclosure signing agreement) not (Yes or date no) China National General 2013.6.9-201 Accord Medicines 2013-03-21 250,000,000 2013-06-09 66,000,000 No Yes guarantee 4.6.9 Corporation Ltd. China National General 2012.12.5-20 Accord Medicines 2012-03-16 300,000,000 2012-12-05 99,115,684.75 No Yes guarantee 13.12.4 Corporation Ltd. China National Accord Medicines Corporation Ltd. and General 2013.5.30-20 2013-03-21 70,000,000 2013-05-30 18,814,400.92 No Yes Shenzhen Zhijun guarantee 14.5.30 Medicine Trading Co., Ltd. China National General 2013.1.24-20 Accord Medicines 2012-03-16 100,000,000 2013-01-24 48,270,000 No Yes guarantee 13.12.31 Corporation Ltd. China National General 2013.6.27-20 Accord Medicines 2013-03-21 150,000,000 2013-06-27 76,295,141.6 No Yes guarantee 13.12.27 Corporation Ltd. Shenzhen Zhijun General 2012.12.26-2 Medicine Trading 2012-03-16 30,895,000 2012-12-26 0 No Yes guarantee 013.12.25 Co., Ltd. Sinopharm Group General 2013.5.29-20 2013-03-21 20,000,000 2013-05-29 0 No Yes Foshan Co., Ltd. guarantee 14.5.28 Total approving external Total actual occurred external 490,000,000 154,364,186.74 guarantee in report period (A1) guarantee in report period (A2) Total actual balance of external Total approved external guarantee 920,895,000 guarantee at the end of report 308,495,227.27 at the end of report period ( A3) period (A4) Guarantee of the Company for the subsidiaries Guarante Related Complete e for Announcem Actual date of Name of the Actual Guarantee Guarantee implemen related ent Guarantee limit happening (Date of Company guaranteed guarantee limit type term tation or party disclosure signing agreement) not (Yes or date no) Sinopharm Holding Guarantee 2012.2.28-2 Shenzhen Yanfeng 2011-3-22 30,000,000.00 2012-2-28 7,331,622.36 No Yes 013.2.27 Co., Ltd. Sinopharm Holding Guarantee 2013.6.26-2 Shenzhen Yanfeng 2013-3-21 50,000,000.00 2013-6-26 29,979,464.32 No Yes 014.6.25 Co., Ltd. 19 Sinopharm Holding Guarantee 2013.6.13-2 Shenzhen Yanfeng 2013-3-21 20,000,000.00 2013-6-13 16,663,854.28 No Yes 013.12.27 Co., Ltd. Shenzhen Zhijun Guarantee 2012.6.20-2 Pharmaceutical Co., 2012-3-16 200,000,000.00 2012-6-20 96,273,694.64 No Yes 013.6.20 Ltd Shenzhen Zhijun Guarantee 2012.8.17-2 Pharmaceutical Co., 2012-3-16 80,000,000.00 2012-8-17 14,241,933.98 No Yes 013.6.28 Ltd Shenzhen Zhijun Guarantee 2011.9.30-20 Pharmaceutical Co., 2011-3-22 175,000,000.00 2011-8-25 37,628,131.20 No Yes 16.9.30 Ltd China National Guarantee Zhijun (Suzhou) 2012.8.27-2 2012-8-18 80,000,000.00 2012-8-27 20,000,000.00 No Yes Pharmaceutical Co., 013.8.26 Ltd. China National Guarantee Zhijun (Suzhou) 2010.8.1-20 2010-3-20 60,000,000.00 2010-8-1 20,000,000.00 No Yes Pharmaceutical Co., 13.8.1 Ltd. China National Guarantee Zhijun (Suzhou) 2013.3.21-2 2013-3-21 50,000,000.00 2013-3-21 22,000,000.00 No Yes Pharmaceutical Co., 014.3.21 Ltd. China National Guarantee Zhijun (Suzhou) 2012.9.18-2 2012-3-16 100,000,000.00 2012-9-18 10,000,000.00 No Yes Pharmaceutical Co., 013.9.18 Ltd. China National Guarantee Zhijun (Suzhou) 2012.6.14-2 2012-3-16 50,000,000.00 2012-6-14 49,265,809.46 No Yes Pharmaceutical Co., 013.6.14 Ltd. China National Guarantee Zhijun (Suzhou) 2012.7.25-2 2012-3-16 40,000,000.00 2012-7-25 0.00 No Yes Pharmaceutical Co., 013.7.24 Ltd. Sinopharm Holding Guarantee 2013.5.29-2 2013-3-21 160,000,000.00 2013-5-29 100,665,754.78 No Yes Guangxi Co., Ltd. 014.5.29 Sinopharm Holding Guarantee 2013.6.26-2 2013-3-21 200,000,000.00 2013-6-26 131,904,188.69 No Yes Guangxi Co., Ltd. 014.6.25 Sinopharm Holding Guarantee 2013.4.19-2 2013-3-21 100,000,000.00 2013-4-19 38,701,673.10 No Yes Guangxi Co., Ltd. 014.4.18 Sinopharm Holding Guarantee 2013.5.27-2 2013-3-21 30,000,000.00 2013-5-27 22,393,291.13 No Yes Guangxi Co., Ltd. 014.5.26 20 Sinopharm Holding Guarantee 2012.5.15-2 2012-3-16 100,000,000.00 2012-5-15 14,823,413.87 No Yes Guangxi Co., Ltd. 013.5.15 Sinopharm Holding Guarantee 2011.1.16-20 Guangxi Logistic 2010-12-9 100,000,000.00 2011-1-16 63,918,722.71 No Yes 14.1.16 Co., Ltd. Sinopharm Holding Guarantee 2013.6.26-2 2013-3-21 60,000,000.00 2013-6-26 40,000,000.00 No Yes Liuzhou Co., Ltd. 014.6.25 Sinopharm Holding Guarantee 2012.9.17-2 2012-8-18 60,000,000.00 2012-9-17 58,951,340.65 No Yes Guangzhou Co., Ltd. 013.9.16 Sinopharm Holding Guarantee 2012.10.31- 2012-8-18 100,000,000.00 2012-10-31 0.00 No Yes Guangzhou Co., Ltd. 2013.10.31 Sinopharm Holding Guarantee 2013.5.17-2 2013-3-21 100,000,000.00 2013-5-17 69,966,066.52 No Yes Guangzhou Co., Ltd. 014.5.16 Sinopharm Holding Guarantee 2012.10.16- 2012-3-16 350,000,000.00 2012-10-16 306,966,544.49 No Yes Guangzhou Co., Ltd. 2013.10.16 Sinopharm Holding Guarantee 2013.3.1-20 2012-8-18 100,000,000.00 2013-3-1 67,553,254.74 No Yes Guangzhou Co., Ltd. 13.12.28 Sinopharm Holding Guarantee 2013.3.4-20 2012-3-16 150,000,000.00 2013-3-4 112,982,060.86 No Yes Guangzhou Co., Ltd. 14.3.3 Sinopharm Holding Guarantee 2013.6.26-2 2013-3-21 350,000,000.00 2013-6-26 155,439,462.33 No Yes Guangzhou Co., Ltd. 014.6.25 Sinopharm Holding Guarantee 2013.5.20-2 2013-3-21 350,000,000.00 2013-5-20 84,731,599.01 No Yes Guangzhou Co., Ltd. 014.5.20 Sinopharm Holding Guarantee 2013.5.7-20 2013-3-21 300,000,000.00 2013-5-7 231,191,856.43 No Yes Guangzhou Co., Ltd. 14.5.7 Sinopharm Holding Guarantee 2013.5.20-2 2013-3-21 600,000,000.00 2013-5-20 354,876,724.79 No Yes Guangzhou Co., Ltd. 014.4.23 Sinopharm Holding Guarantee 2012.11.9-20 2012-3-16 50,000,000.00 2012-11-9 49,172,344.96 No Yes Guangzhou Co., Ltd. 13.11.8 Sinopharm Holding Guarantee 2013.5.20-2 Guangdong Yuexing 2013-3-21 35,000,000.00 2013-5-20 12,891,269.45 No Yes 014.5.20 Co., Ltd. Sinopharm Holding Guarantee 2012.12.5-2 Guangdong Yuexing 2012-8-18 30,000,000.00 2012-12-5 24,275,408.20 No Yes 013.12.4 Co., Ltd. Sinopharm Holding Guarantee 2013.6.26-2 Guangdong Yuexing 2013-3-21 50,000,000.00 2013-6-26 0 No Yes 014.6.25 Co., Ltd. Total amount of actual Total amount of approving occurred guarantee for guarantee for subsidiaries in 2,705,000,000 3,376,517,749.35 subsidiaries in report period report period (B1) (B2) Total amount of approved Total balance of actual guarantee for subsidiaries at the 4,310,000,000 guarantee for subsidiaries at the 2,264,789,486.95 end of reporting period (B3) end of reporting period (B4) Total amount of guarantee of the Company( total of two abovementioned guarantee) 21 Total amount of approving Total amount of actual guarantee in report period 3,195,000,000 occurred guarantee in report 3,530,881,936.09 (A1+B1) period (A2+B2) Total amount of approved Total balance of actual guarantee at the end of report 5,230,895,000 guarantee at the end of report 2,573,284,714.22 period (A3+B3) period (A4+B4) The proportion of the total amount of actually guarantee in the net assets 129.63% of the Company (that is A4+ B4) (%) Including: Amount of guarantee for shareholders, actual controller and its related 0 parties(C) The debts guarantee amount provided for the guaranteed parties whose 1,941,404,976.71 assets-liability ratio exceed 70% directly or indirectly(D) Proportion of total amount of guarantee in net assets of the Company 1,580,772,145.29 exceed 50%(E) Total amount of the aforesaid three guarantees(C+D+E) 3,522,177,122.00 Explanations on possibly bearing joint and several liquidating N/A responsibilities for undue guarantees (if applicable) Explanations on external guarantee against regulated procedures (if N/A applicable) Explanation on guarantee with composite way Nil VI. Engagement and non-reappointment of CPA The semi-annual financial report was unaudited. 22 Section VI. Changes in Shares and Particulars about Shareholders I.Changes in share capital Before the Changes Increase/Decrease in the Change (+, -) After the Changes Public Newly- Proportion Bonus reserve-co Subtot Proportio Amount issued Others Amount (%) shares nverted al n (%) shares shares I. Restricted shares 3,535 0% -884 -884 2,651 0% 5. Senior executives’ 3,535 0% -884 -884 2,651 0% shares II. Unrestricted shares 288,145,865 100% 884 884 288,146,749 100% 1. RMB ordinary shares 233,260,265 80.95% 884 884 233,261,149 80.95% 2. Domestically listed 54,885,600 19.05% 54,885,600 19.05% foreign shares III. Total shares 288,149,400 100% 288,149,400 100% Reasons for share changed √ Applicable □Not applicable Share reduction of compliance from senior executives Approval of share changed □ Applicable √ Not applicable Ownership transfer of share changes □ Applicable √ Not applicable Influence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to common shareholders of Company in latest year and period □ Applicable √ Not applicable Other information necessary to disclose for the Company or need to disclosed under requirement from security regulators □ Applicable √ Not applicable Explanation on changes in aspect of total shares, shareholders structures as well as structure of assets and liability of the Company □ Applicable √ Not applicable II. Number of shareholders and share-holding In Share Total shareholders at period-end 16,771 Shareholders with over 5 percent shares held Number Amount Number of share pledged/frozen Amount of Changes of of Nature of Proportion of shares in un-restri Shareholders restricte shareholder shares held (%) held at reportin cted State of share Amount d shares period-e g period shares held nd held Sinopharm Group State-owned 38.33% 110,459, 0 0 110,459, 23 Co., Ltd. corporate 748 748 ICBC- HARVEST Domestic non 7,291,7 THEME NEW state-owned 2.53% 98 POWER STOCK corporate FUND HTHK/CMG FSGUFP-CMG Overseas 7,032,7 FIRST STATE 2.44% corporate 20 CHINA GROWTH FD CCB – China Domestic non AMC Advantage 6,940,4 state-owned 2.41% Growth Stock 24 corporate Investment Fund VALUE Overseas 6,812,6 PARTNERS 2.36% corporate 22 CLASSIC FUND ICBC- Domestic non GUANGFA 4,900,7 state-owned 1.7% JUFENG STOCK 10 corporate FUND National Council Domestic non for Social 4,834,9 state-owned 1.68% Security 52 corporate Fund-102 Industrial Bank Co., Ltd. – Domestic non Everbright 3,981,9 state-owned 1.38% Pramerica Fund 93 corporate Dividend Stock Fund ICBC—Harvest Domestic non 3,293,7 Strategy Growth state-owned 1.14% 55 Mix Stock Fund corporate National Council Domestic non for Social 3,242,4 state-owned 1.13% Security Fund – 17 corporate 106 Explanation on associated ICBC-HARVEST THEME NEW POWER STOCK FUND and ICBC—Harvest Strategy relationship among the aforesaid Growth Mix Stock Fund has the same fund manager of Harvest Fund Management Co., Ltd.; 24 shareholders as an investment manager, VALUE PARTNERS is in charging of 19 funds and entrusted accounts in total. VALUE PARTNERS CLASSIC FUND, one of the top ten shareholders, is one of the VALUE PARTNERS’s; it is unknown that there exists no associated relationship 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. Particular about top ten shareholders with un-restrict shares held Type of shares Shareholders Amount of un-restrict shares held at period-end Type Amount RMB ordinary Sinopharm Group Co., Ltd. 110,459,748 110,459,748 shares ICBC-HARVEST THEME NEW RMB ordinary 7,291,798 7,291,798 POWER STOCK FUND shares Domestically HTHK/CMG FSGUFP-CMG FIRST 7,032,720 listed foreign 7,032,720 STATE CHINA GROWTH FD shares CCB – China AMC Advantage RMB ordinary 6,940,424 6,940,424 Growth Stock Investment Fund shares Domestically VALUE PARTNERS CLASSIC 6,812,622 listed foreign 6,812,622 FUND shares ICBC-GUANGFA JUFENG RMB ordinary 4,900,710 4,900,710 STOCK FUND shares National Council for Social Security RMB ordinary 4,834,952 4,834,952 Fund-102 shares Industrial Bank Co., Ltd. – RMB ordinary Everbright Pramerica Fund Dividend 3,981,993 3,981,993 shares Stock Fund ICBC—Harvest Strategy Growth RMB ordinary 3,293,755 3,293,755 Mix Stock Fund shares National Council for Social Security RMB ordinary 3,242,417 3,242,417 Fund – 106 shares ICBC-HARVEST THEME NEW POWER STOCK FUND and ICBC—Harvest Strategy Growth Mix Stock Fund has the same fund manager of Harvest Fund Management Co., Ltd.; Expiation on associated relationship as an investment manager, VALUE PARTNERS is in charging of 19 funds and entrusted or consistent actors within the top 10 accounts in total. VALUE PARTNERS CLASSIC FUND, one of the top ten shareholders, is un-restrict shareholders and between one of the VALUE PARTNERS’s; it is unknown that there exists no associated relationship or top 10 un-restrict shareholders and belongs to the consistent actionist among the other tradable shareholders regulated by the top 10 shareholders Management Measure of Information Disclosure on Change of Shareholding for Listed Companies. 25 Whether has a buy-back agreement dealing in reporting period □Yes √No III. Changes of controlling shareholders or actual controller Changes of controlling shareholders in reporting period □ Applicable √ Not applicable Changes of actual controller in reporting period □ Applicable √ Not applicable 26 Section VII. Directors, Supervisors and Senior Executives I. Changes of shares held by directors, supervisors and senior executives √ Applicable □Not applicable Shares Shares Restricted Restricted Restricted Shares held Shares held increased decreased shares shares shares Serve at at Name Title for holding for holding awarded at awarded in awarded at condition period-begi period-end in Period in Period period-begi the Period period-end n (Share) (Share)) (Share) (Share) n (Share) (Share) (Share) Chan Secretary of Currently in 3,535 0 884 2,651 0 0 0 Changbing the Board office Total -- -- 3,535 0 884 2,651 0 0 0 27 Section VIII Financial Report The Tenth Chapter Financial statements The Second Financial statements All amounts in Renminbi (RMB) unless otherwise stated 1、Consolidated balance sheet Prepared by China National Accord Medicines Co., Ltd Item 30 June 2013 31 December 2012 Current assets Cash at bank and on hand 892,437,822.56 953,992,070.61 Notes receivable 755,579,086.01 650,860,240.37 Accounts receivable 5,183,848,441.33 4,393,325,300.66 Advances to suppliers 67,720,751.06 89,512,381.34 Dividends receivable 28,152,000.00 - Other receivables 39,616,931.01 32,985,425.60 Inventories 1,719,167,536.68 1,734,679,063.78 Other current assets 3,728,366.69 8,080,607.66 Total current assets 8,690,250,935.34 7,863,435,090.02 Non-current assets: Long-term equity investments 111,444,830.84 121,019,845.50 Investment properties 80,783,676.60 88,315,429.63 Fixed assets 665,983,445.31 690,487,633.12 Construction in progress 125,407,628.50 103,955,350.80 Intangible assets 153,104,343.71 155,155,071.20 Development costs 5,313,126.11 5,002,441.27 Goodwill 85,228,833.15 85,228,833.15 Long-term prepaid expenses 18,912,671.64 19,742,990.45 Deferred income tax assets 59,504,805.28 49,509,529.97 Other non-current assets 124,953,344.33 113,987,724.53 Total non-current assets 1,430,636,705.47 1,432,404,849.62 TOTAL ASSETS 10,120,887,640.81 9,295,839,939.64 28 Current liabilities Short-term borrowings 1,855,381,004.66 1,687,810,294.37 Notes payable 1,263,380,691.48 1,105,275,538.24 Accounts payable 3,503,374,828.56 3,197,354,275.46 Advances from customers 26,505,579.35 35,002,695.02 Employee benefits payable 127,865,265.73 155,994,408.20 Taxes payable 79,707,226.64 51,390,674.43 Interests payable 22,077,246.57 13,035,821.07 Other payables 391,348,734.17 413,831,307.40 Current portion of long-term 68,972,894.00 71,127,275.00 Borrowings Other current liabilities 399,839,241.05 399,014,838.05 Total current liabilities 7,738,452,712.21 7,129,837,127.24 Non-current liabilities Long-term borrowings 58,580,578.71 82,205,562.71 Long-term payables - 32,259.60 Payables for specific projects 4,326,000.00 4,487,000.00 Provisions 22,040,000.00 - Deferred income tax liabilities 25,800,397.35 26,619,273.68 Other non-current liabilities 216,542,465.23 213,607,504.21 Total non-current liabilities 327,289,441.29 326,951,600.20 Total liabilities 8,065,742,153.50 7,456,788,727.44 OWNERS’ EQUITY Share capital 288,149,400.00 288,149,400.00 Capital surplus 5,711,338.57 5,550,338.57 Surplus reserve 99,360,384.15 99,360,384.15 Undistributed profits 1,591,804,015.15 1,382,882,906.24 Total equity attributable to equity 1,985,025,137.87 1,775,943,028.96 holders of the Company Minority interest 70,120,349.44 63,108,183.24 Total owners' equity 2,055,145,487.31 1,839,051,212.20 29 TOTAL LIABILITIES AND OWNERS’ 10,120,887,640.81 9,295,839,939.64 EQUITY Principal in charge Head of accounting Legal representative: Yan Zhigang of accounting : Wei Pingxiao department: Chi Guoguang 2、Company’s balance sheet Prepared by China National Accord Medicines Co., Ltd Item 30 June 2013 31 December 2012 Current assets Cash at bank and on hand 141,911,747.30 160,633,355.13 Notes receivable 35,344,024.82 376,521.35 Accounts receivable 420,490,946.66 364,688,936.84 Advances to suppliers 4,435,241.40 2,944,282.55 Interest receivable 28,152,000.00 - Other receivables 981,982,102.63 971,859,991.32 Inventories 151,030,601.42 130,552,057.09 Other current assets 39,482.38 262,096.80 Total current assets 1,763,386,146.61 1,631,317,241.08 Non-current assets: Long-term equity investments 1,559,474,325.22 1,469,049,339.88 Investment properties 6,080,977.90 7,392,314.49 Fixed assets 26,225,066.34 27,728,901.07 Construction in progress 1,118,029.61 545,247.24 Intangible assets 38,384,741.51 37,903,901.08 Long-term prepaid expenses 7,340,308.92 7,893,858.54 Deferred income tax assets 2,983,278.35 2,929,885.67 Other non-current assets 9,606,722.00 8,350,000.00 Total non-current assets 1,651,213,449.85 1,561,793,447.97 TOTAL ASSETS 3,414,599,596.46 3,193,110,689.05 Current liabilities Short-term borrowings 408,000,000.00 452,004,475.38 30 Notes payable 214,164,792.74 176,012,796.90 Accounts payable 320,366,474.33 282,426,136.11 Advances from customers 1,814,387.03 477,717.18 Employee benefits payable 19,349,227.30 28,849,468.43 Taxes payable 1,857,890.57 715,642.50 Interests payable 15,038,219.75 7,091,864.58 Other payables 399,374,432.06 575,130,189.97 Other current liabilities 399,839,241.05 399,014,838.05 Total current liabilities 1,779,804,664.83 1,921,723,129.10 Non-current liabilities Payables for specific projects 839,000.00 1,000,000.00 Deferred income tax liabilities 3,773,319.00 3,773,319.00 Total non-current liabilities 4,612,319.00 4,773,319.00 Total liabilities 1,784,416,983.83 1,926,496,448.10 OWNERS’ EQUITY Share capital 288,149,400.00 288,149,400.00 Capital surplus 14,509,726.93 14,348,726.93 Surplus reserve 99,360,384.15 99,360,384.15 Undistributed profits 1,228,163,101.55 864,755,729.87 Total owners' equity 1,630,182,612.63 1,266,614,240.95 TOTAL LIABILITIES AND OWNERS’ 3,414,599,596.46 3,193,110,689.05 EQUITY Principal in charge Head of accounting Legal representative: Yan Zhigang of accounting : Wei Pingxiao department: Chi Guoguang 3、Consolidated income statements Prepared by China National Accord Medicines Co., Ltd Year ended 30 Year ended 30 Item June 2013 June 2012 Sales 10,131,712,690.44 8,803,252,346.20 Including:Revenues from main operations 10,131,712,690.44 8,803,252,346.20 Cost 9,821,563,932.91 8,501,305,125.54 31 Including:Cost of sales 9,279,455,305.53 7,967,951,745.26 Taxes and surcharges 23,326,231.67 26,649,659.87 Selling and distribution expenses 242,609,042.07 233,599,483.22 Administration expenses 182,897,044.09 176,226,562.15 Financial expenses – net 76,468,650.83 88,489,461.15 Asset impairment losses 16,807,658.72 8,388,213.89 Add:Investment income 18,576,985.34 16,016,159.76 Including:Share of profits of associates 18,576,985.34 16,016,159.76 Operating profit 328,725,742.87 317,963,380.42 Add: Non-operating income 22,135,730.64 19,109,166.93 Less: Non-operating expenses 22,119,061.64 29,914,252.52 Including: Loss on disposal of non-current assets 28,872.00 8,985,832.5 Total profit 328,742,411.87 307,158,294.83 Less:Income taxes expenses 60,942,244.76 63,947,782.17 Net profit 267,800,167.11 243,210,512.66 Attributable to equity holders of the Company 260,794,678.64 240,033,990.64 Minority interest 7,005,488.47 3,176,522.02 Earnings per share Basic earnings per share 0.905 0.833 Diluted earnings per share 0.905 0.833 Other comprehensive income - - Total comprehensive income 267,800,167.11 243,210,512.66 Attributable to equity holders of the Company 260,794,678.64 240,033,990.64 Minority interest 7,005,488.47 3,176,522.02 Principal in charge of accounting : Head of accounting department: Legal representative: Yan Zhigang Wei Pingxiao Chi Guoguang 4、Company income statement 32 Prepared by China National Accord Medicines Co., Ltd Year ended 30 Year ended 30 Item June 2013 June 2012 Sales 1,193,441,273.94 1,061,913,880.58 Less:Cost of sales 1,142,667,141.70 1,009,526,559.83 Taxes and surcharges 2,043,636.20 2,561,289.79 Selling and distribution expenses 21,154,070.92 23,790,432.21 Administration expenses 13,859,583.70 18,789,943.57 Financial expenses – net 5,893,730.35 12,150,824.50 Asset impairment losses 319,855.94 (87,845.57) Add:Investment income 403,244,931.24 333,088,955.75 Including:Share of profits of associates 18,576,985.34 16,016,159.76 Operating profit 410,748,186.37 328,271,632.00 Add:Non-operating income 4,472,734.63 316,515.21 Less: Non-operating expenses 50.00 270,558.60 Including: Loss on disposal of - 69,125.07 non-current assets Total profit 415,220,871.00 328,317,588.61 Less:Income taxes expenses (53,392.68) 2,298,245.25 Net profit 415,274,263.68 326,019,343.36 Other comprehensive income Total comprehensive income 415,274,263.68 326,019,343.36 Principal in charge of accounting : Head of accounting department: Chi Legal representative: Yan Zhigang Wei Pingxiao Guoguang 33 5、Consolidated cash flows statement Prepared by China National Accord Medicines Co., Ltd Year ended 30 Year ended 30 Item June 2013 June 2012 I. Cash flows from operating activities: Cash received from sales of 10,057,836,735.60 8,154,024,926.29 goods or rendering of services Refund of taxes and surcharges 7,570,798.77 1,635,046.52 Cash received relating to other operating activities 38,823,223.02 54,219,435.33 Sub-total of cash inflows 10,104,230,757.39 8,209,879,408.14 Cash paid for goods and services 9,208,952,026.05 7,429,617,641.04 Cash paid to and on behalf of employees 261,318,392.72 237,818,197.76 Payments of taxes and surcharges 241,792,269.13 267,522,349.76 Cash paid relating to other operating activities 153,891,196.41 136,011,351.41 Sub-total of cash outflows 9,865,953,884.31 8,070,969,539.97 Net cash flows from operating activities 238,276,873.08 138,909,868.17 II. Cash flows from investing activities Cash received from disposal of investments - 13,520,461.47 Cash received from returns on investments 76,611.00 1,186,748.27 Cash received relating to other investing activities - 50,000,000.00 Sub-total of cash inflows 76,611.00 64,707,209.74 Cash paid to acquire fixed assets, intangible assets 31,240,049.89 100,816,136.04 and other long-term assets Net cash paid to acquire subsidiaries - 24,618,888.24 and other business units Sub-total of cash outflows 31,240,049.89 125,435,024.28 Net cash flows from investing activities (31,163,438.89) (60,727,814.54) III. Cash flows from financing activities Cash received from borrowings 335,703,705.83 542,234,155.37 Cash received relating to other financing Activities - 379,293,299.15 Sub-total of cash inflows 335,703,705.83 921,527,454.52 Cash repayments of borrowings 412,825,109.96 556,539,508.71 34 Cash payments for interest expenses 119,481,742.25 115,134,064.07 and distribution of dividends or profits Including:Cash payments for dividends or - 915,144.07 profit to minority shareholders of subsidiaries Cash payments relating to other financing activities 48,947,088.25 367,370,000.00 Sub-total of cash outflows 581,253,940.46 1,039,043,572.78 Net cash flows from financing activities (245,550,234.63) (117,516,118.26) IV. Effect of foreign exchange rate changes on cash (1.48) 8,041.08 V. Net increase/(decrease) in cash (38,436,801.92) (39,326,023.55) Add: Cash at beginning of year 920,748,043.53 907,884,162.14 VI. Cash at end of year 882,311,241.61 868,558,138.59 Principal in charge of accounting: Head of accounting Legal Reresentative: Yan Zhigang Wei Pingxiao department:Chi Guoguang 6、Company cashflows statements Prepared by China National Accord Medicines Co., Ltd Year ended 30 Year ended 30 Item June 2013 June 2012 I. Cash flows from operating activities Cash received from sales of goods or rendering of services 1,214,280,538.38 1,078,704,746.86 Cash received relating to other operating activities 5,237,699.02 8,565,080.02 Sub-total of cash inflows 1,219,518,237.40 1,087,269,826.88 Cash paid for goods and services 1,185,309,308.36 986,191,531.05 Cash paid to and on behalf of employees 24,032,421.42 24,886,316.46 Payments of taxes and surcharges 6,825,494.08 12,845,563.17 Cash paid relating to other operating activities 14,336,903.77 15,390,706.25 Sub-total of cash outflows 1,230,504,127.63 1,039,314,116.93 Net cash flows from operating activities (10,985,890.23) 47,955,709.95 II. Cash flows from investing activities Cash received from returns on investments 81,042,685.23 113,015,614.75 Net cash received from disposal of fixed assets, intangible assets - 207,900.00 and other long-term assets Cash received from disposal of subsidiaries and other business - 5,424,600.00 35 units Cash received relating to other investing activities 485,718,000.00 184,483,271.97 Sub-total of cash inflows 566,760,685.23 303,131,386.72 Cash paid to acquire fixed assets, intangible assets and other 3,376,519.20 1,241,178.00 long-term assets Cash paid to acquire Investments 100,000,000.00 - Net cash paid to acquire subsidiaries and other business units - 44,442,000.00 Cash paid relating to other investing activities 491,200,000.00 233,780,000.00 Sub-total of cash outflows 594,576,519.20 279,463,178.00 Net cash flows from investing activities (27,815,833.97) 23,668,208.72 III. Cash flows from financing activities Cash received from borrowings 238,000,000.00 70,000,000.00 Cash payments relating to other financing activities 482,924,408.91 480,563,612.79 Sub-total of cash inflows 720,924,408.91 550,563,612.79 Cash repayments of borrowings 292,000,000.00 90,062,726.66 Cash payments for interest expenses and distribution of dividends 75,035,803.29 66,347,376.19 or profits Cash payments relating to other financing activities 333,808,489.25 485,667,112.42 Sub-total of cash outflows 700,844,292.54 642,077,215.27 Net cash flows from financing activities 20,080,116.37 (91,513,602.48) IV. Net increase/(decrease) in cash (18,721,607.83) (19,889,683.81) Add: Cash at beginning of year 160,633,355.13 164,840,499.86 V. Cash at end of year 141,911,747.30 144,950,816.05 Principal in charge of accounting: Wei Head of accounting department:Chi Legal Reresentative: Yan Zhigang Pingxiao Guoguang 36 7、Consolidated statements of changes in owners’ equity Prepared by China National Accord Medicines Co., Ltd Year ended 30 June 2013 Total owners’ Item Attributable to the shareholders of the Company Minority interest equity Paid-in capital Capital surplus Surplus reserves Undistributed profits Balance at 31 December 2012 288,149,400.00 5,550,338.57 99,360,384.15 1,382,882,906.24 63,108,183.24 1,839,051,212.20 Balance at 1 January 2013 288,149,400.00 5,550,338.57 99,360,384.15 1,382,882,906.24 63,108,183.24 1,839,051,212.20 Movements for the year ended 30 June 2013 161,000.00 208,921,108.91 7,012,166.20 216,094,275.11 Net profit 260,794,678.64 7,005,488.47 267,800,167.11 Other comprehensive income Capital contribution by owners and withdrawals 161,000.00 (6,677.73) 6,677.73 161,000.00 - Others 161,000.00 (6,677.73) 6,677.73 161,000.00 Profit distribution (51,866,892.00) (51,866,892.00) - Profit distribution to equity (51,866,892.00) (51,866,892.00) owners Balance at 30 June 2013 288,149,400.00 5,711,338.57 99,360,384.15 1,591,804,015.15 70,120,349.44 2,055,145,487.31 37 Year ended 31 December 2012 Attributable to the shareholders of the Company Minority interest Total owners’ equity Item Undistributed Paid-in capital Capital surplus Surplus reserves profits Balance at 31 December 2011 288,149,400.00 8,735,305.04 63,480,745.16 989,727,826.66 76,582,397.01 1,426,675,673.87 Balance at 1 January 2012 288,149,400.00 8,735,305.04 63,480,745.16 989,727,826.66 76,582,397.01 1,426,675,673.87 Movements for the year ended 31 December 2012 (3,184,966.47) 35,879,638.99 393,155,079.58 (13,474,213.77) 412,375,538.33 Net profit 475,792,491.12 7,889,344.40 483,681,835.52 Other comprehensive income Capital contribution by owners and withdrawals (3,184,966.47) (9,298,350.55) (18,337,467.32) (30,820,784.34) -Contribution by owners 5,097,215.66 5,097,215.66 -Others (3,184,966.47) (9,298,350.55) (23,434,682.98) (35,918,000.00) Profit distribution 35,879,638.99 (73,339,060.99) (3,026,090.85) (40,485,512.85) - Appropriation to surplus 35,879,638.99 (35,879,638.99) reserves - Profit distribution to equity (37,459,422.00) (3,026,090.85) (40,485,512.85) owners Balance at 31 December 2012 288,149,400.00 5,550,338.57 99,360,384.151,382,882,906.24 63,108,183.24 1,839,051,212.20 38 Legal Principal in charge Head of accounting representative: Yan Zhigang of accounting : Wei Pingxiao department: Chi Guoguang 8、Company statements of changes in owners’ equity Prepared by China National Accord Medicines Co., Ltd Year ended 30 June 2013 Items Undistributed Total owners’ equity Paid-in capital Capital surplus Surplus reserves profits Balance at 31 December 2012 288,149,400.00 14,348,726.93 99,360,384.15 864,755,729.87 1,266,614,240.95 Balance at 1 January 2013 288,149,400.00 14,348,726.93 99,360,384.15 864,755,729.87 1,266,614,240.95 Movements for the year ended 30 June 2012 161,000.00 363,407,371.68 363,568,371.68 Net profit 415,274,263.68 415,274,263.68 Other comprehensive income Capital contribution by owners and withdrawals 161,000.00 161,000.00 -Others 161,000.00 161,000.00 Profit distribution (51,866,892.00) (51,866,892.00) - Profit distribution to equity owners (51,866,892.00) (51,866,892.00) Balance at 30 June 2013 288,149,400.00 14,509,726.93 99,360,384.151,228,163,101.55 1,630,182,612.63 39 Year ended 31 December 2012 Items Paid-in capital Capital surplus Surplus reserves Undistributed profits Total owners’ equity 288,149,400.00 14,116,726.93 63,480,745.16 579,298,401.00 945,045,273.09 Balance at 31 December 2011 Balance at 1 January 2012 288,149,400.00 14,116,726.93 63,480,745.16 579,298,401.00 945,045,273.09 Movements for the year ended 30 June 232,000.00 35,879,638.99 285,457,328.87 321,568,967.86 2012 Net profit 358,796,389.86 358,796,389.86 Other comprehensive income Capital contribution by owners and 232,000.00 232,000.00 withdrawals -Others 232,000.00 232,000.00 Profit distribution 35,879,638.99 (73,339,060.99) (37,459,422.00) - Appropriation to surplus reserves 35,879,638.99 (35,879,638.99) - - Profit distribution to equity owners (37,459,422.00) (37,459,422.00) Balance at 31 December 2012 288,149,400.00 14,348,726.93 99,360,384.15 864,755,729.87 1,266,614,240.95 Legal Principal in charge Head of accounting representative: Yan Zhigang of accounting : Wei Pingxiao department: Chi Guoguang 40 I Profile of company China National Accord Medicines Co., Ltd. (formerly known as 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, 2012. 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 8 January, 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. The Company issued 288,149,400 shares as at December 31, 2012. 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 Yan Zhigang. - 41 - I Profile of company (continued) The approved scope of business of the Company and its subsidiaries (together e. Its business license number is 440301103040048 and the serial number of the license is Nutical drugs, chemical preparations, bulk antibiotic drugs, antibiotic preparations, biochemical drugs, biological products (including vaccines and in vitro diagnostic reagents), psychotropic drugs and preparations, narcotic drugs, toxic drugs for medical use, protein assimilation preparation and peptide hormones; trade of dietary supplement; research, development and consultation services of pharmaceutical packaging materials and pharmaceutical industry products; industrial investment holding; domestic trade (other than special licensing), sale of ambulances; trade of medical equipment; project investment; property management and lease of self-owned properties; pharmacovigilance and medical information consulting; parking operation; logistics and related services; package agency business; logistic design; operating various types of goods and import and export of technology (not attached directory of import and export commodities), but excluded the import and export of goods and technology the State limits or prohibit the company. These financial statements were authorized for issue by the board of directors of the Company on 20 August 2013. II Summary of significant accounting policies and accounting estimates (1) Basis of preparation The financial statements were prepared in accordance with the Basic Standard and 38 specific standards of the Accounting Standards for Business Enterprises issued by the Ministry of Finance on 15 February 2006, and the Application Guidance for Accounting Standards for Business Enterprises, Interpretations of Accounting Standards for Business Enterprises and other relevant regulations issued thereafter (hereafter collectively referred to as “the Accounting Standards for Business Enterprises” or “CAS”) and the disclosure requirements in the Preparation Convention of Information Disclosure by Companies Offering Securities to the Public No.15 – General Rules on Financial Reporting (2010 revised) issued by the China Securities Regulatory Commission. (2) Statement of compliance with the Accounting Standards for Business Enterprises The financial statements of the Company for the year ended 30 June 2013 are in compliance with the Accounting Standards for Business Enterprises, and truly and completely present the financial position as of 30 June 2013 and the operating results, cash flows and other information for the year then ended of the Group and the Company. (3) Accounting year The Company’s accounting year starts on 1 January and ends on 31 December. (4) Recording currency The recording currency is Renminbi (RMB). (5) Business combinations - 42 - (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 from the combination and the carrying amount of the consideration paid for the combination is treated as an adjustment to capital surplus (share premium). If the capital surplus (share premium) is not sufficient to absorb the difference, 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. Transaction costs associated with the issue of equity or debt securities for the business combination are included in the initially recognised amounts of the equity or debt securities. II Summary of significant accounting policies and accounting estimates (continued) (5) Business combinations(continued) (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 acquirer’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 acquirer’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. Transaction costs associated with the issue of equity or debt securities for the business combination are included in the initially recognised amounts of the equity or debt securities. (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, comes 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 of the Company and subsidiaries are inconsistent, the financial statements of the subsidiaries are adjusted in accordance with the accounting policies and the accounting period of the Company. For subsidiaries acquired from business combinations 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. (7) Acquisition of minority interest in controlled subsidiaries - 43 - The Company acquires equity from the minority shareholders after taking control of the subsidiary, in the consolidated financial statement, the subsidiary’s assets, liabilities should be measured from combination or acquisition date. The difference between the carrying amount of acquisition of minority interest and the net assets proportion calculated by original share percentage since the acquisition date should be recognized in capital surplus. If the capital surplus is insufficient to dilute, the retained earnings shall be adjusted. (8) Cash Cash comprise cash on hand, deposits that can be readily drawn on demand, 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. - 44 - II Summary of significant accounting policies and accounting estimates (continued) (9) 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. (10) Financial Instruments (a) Financial assets (i) Classification of financial assets 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 other than those at fair value through profit or loss at each balance sheet date. If there is objective evidence that a financial asset is impaired, an impairment loss is provided for. When an impairment loss on a financial asset carried at amortised cost has occurred, the amount of loss is provided for at the difference between the asset’s carrying amount and the present value of its estimated future cash flows (excluding future credit losses that have not been incurred). 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 - 45 - A financial asset is derecognised when any of the below criteria is met: (i) the contractual rights to receive the cash flows from the financial asset expire; (ii) the financial asset has been transferred and the Group transfers substantially all the risks and rewards of ownership of the financial asset to the transferee; or (iii) the financial asset has been transferred and the Group has not retained control of the financial asset, although the Group neither transfers nor retains substantially all the risks and rewards of ownership of the financial asset. On derecognition of a financial asset, the difference between the carrying amount and the sum of the consideration received and the cumulative changes in fair value that had been recognised directly in equity, is recognised in profit or loss. - 46 - II Summary of significant accounting policies and accounting estimates (continued) (10) Financial Instruments(continued) (b) Financial liabilities Financial liabilities are classified into the following categories at initial recognition: financial liabilities at fair value through profit or loss and other financial liabilities. The financial liabilities of the Group mainly comprise other financial liabilities, including payables and borrowings Payables, including notes payable, accounts payable and other payables, are recognised initially at fair value and subsequently measured 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 with maturities no more than one year are classified as current liabilities. Other financial liabilities with maturities over one year but are due within one year at the balance sheet date are classified as the current portion of non-current liabilities. Others are classified as non-current liabilities. A financial liability is derecognised or partly derecognised when the current obligation is discharged or partly discharged. The difference between the carrying amount of the financial liability or the derecognised part of the financial liability and the consideration paid is recognised in profit or loss. (11) 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 amounts that are individually significant and subject to separate assessment for provision for bad debts Receivables with amounts that are individually significant are subject to assessment for impairment on the individual basis. If there exists objective evidence that the Group will not be able to collect the amount under the original terms, a provision for impairment of that receivable is made. The criterion for determing “individually significant” amounts is that any individual amount is more than RMB 5 million. The method of providing for bad debts for those individually significant amounts is as follows: the amount of the present value of the future cash flows expected to be derived from the receivable below its carrying amount. (b) Receivables that are subject to provision for bad debts on the grouping basis - 47 - Receivables with amounts that are not individually significant and those receivables that have been individually assessed for impairment and have not been found impaired are classified into certain groupings based on their credit risk characteristics.The provision for bad debts is determined based on the historical loss experience for the groupings of receivables with similar credit risk characteristics, taking into consideration of the current circumstances. A provision for impairment of the receivables is made based on the aging of receivables at the following percentage: Provision ratios used for Provision ratios used for accounts receivables Other receivables Within 1 year - - 1 to 2 years 5% 5% 2 to 3 years 10% 10% More than 3 years 20% 20% II Summary of significant accounting policies and accounting estimates (continued) (11) Receivables (continued) (c) Receivables with amounts that are not individually significant but subject to separate assessment for provision for bad debts The reason for making separate assessment for provision for bad debts is that there exists objective evidence that the Group will not be able to collect the amount under the original terms of the receivable. The provision for bad debts is determined based on the amount of the present value of the future cash flows expected to be derived from the receivable below its carrying amount. (d) When the Group transfers the accounts receivable to the financial institutions without recourse, the difference between the proceeds received from the transaction and their carrying amounts and the related taxes is recognised in profit or loss for the current period. (12) Inventories (a) Classification Inventories include raw materials, work in progress, finished goods and turnover materials, and are measured at the lower of cost and net realisable value. (b) Costing of inventories 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 systematically allocated overhead expenditures incurred based on normal operating capacity. (c) Basis for determining net realisable values of inventories and method for making provision for decline in the value of inventories - 48 - 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) Amortisation methods of low value consumables and packaging materials Turnover materials include low value consumables and packaging materials, which are expensed when issued. (13) Long-term equity investments Long-term equity investments comprise the Company’s long-term equity investments in its subsidiaries and the Group’s long-term equity investments in its associates. Subsidiaries are the investees over which the Company is able to exercise control. Associates are the investees that the Group has significant influence 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. - 49 - II Summary of significant accounting policies and accounting estimates (continued) (13) Long-term equity investments (continued) (a) Determination of investment cost For long-term equity investments acquired through a business combination: for long-term equity investments acquired through a business combination involving enterprises under common control, the investment cost shall be the absorbing party’s share of the carrying amount of owners’ equity of the party being absorbed at the combination date; for long-term equity investment acquired through a business combination involving enterprises not under common control, the investment cost shall be the combination cost. (b) Subsequent measurement and recognition of related profit and loss For long-term equity investments accounted for using the cost method, they are measured at the initial investment costs, and cash dividends or profit distribution declared by the investees are recognised as investment income in profit or loss. For long-term equity investments accounted for using the equity method, where the initial investment cost of a long-term equity investment exceeds the Group’s share of the fair value of the investee’s identifiable net assets at the acquisition date, the long-term equity investment is measured at the initial investment 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 acquisition date, the difference is included in profit or loss and the cost of the long-term equity investment is adjusted upwards accordingly. For long-term equity investments accounted for using the equity method, 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 on which the investment gains or losses are recognised. For the loss on the intra-group transaction amongst the Group and its investees attributable to asset impairment, any unrealised loss is not eliminated. (c) Basis for determing existence of control, jointly control or significant influence over investees Control is the power to govern the financial and operating policies of the investee so as to obtain benefits from its operating activities. In determining whether the Company is able to exercise control over the investee, the effect of potential voting rights over the investee is considered, such as convertible debts and warrants currently exercisable, etc. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies. - 50 - (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 (Note II (21)). - 51 - II Summary of significant accounting policies and accounting estimates (continued) (14) Investment properties Investment properties, including land use rights that have already been leased out, buildings that are held for the purpose of leasing, and buildings that are being constructed or developed for the purpose of leasing in future, are measured initially at cost. Subsequent expenditures incurred in relation to an investment property are included in the cost of the investment property when it is probable that the associated economic benefits will flow to the Group and their costs can be reliably measured; otherwise, the expenditures are recognised in profit or loss in the period in which they are incurred. The Group adopts the cost model for subsequent measurement of 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 that are expressed as a percentage of cost and the annual depreciation (amortisation) rates of investment properties are as follows: Estimated useful Estimated Annual lives residual value depreciation (amortisation) rates 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 owner-occupied properties, it is reclassified as fixed asset or intangible asset at the date of the transfer. When an owner-occupied property is transferred out for earning rentals or for capital appreciation, the fixed asset or intangible asset is reclassified as investment properties at its carrying amount at the date of the transfer. The investment property’s estimated useful life, net residual value and 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 an investment property is reduced to the recoverable amount if the recoverable amount is below the carrying amount (Note II (21)). (15) Fixed assets (a) Recoginition and initial measurement of fixed assets Fixed assets comprise buildings, machinery and equipment, motor vehicles, other equipment and leasehold improvements. - 52 - Fixed assets are recognised when it is probable that the related economic benefits will flow to the Group and the costs can be reliably measured. Fixed assets purchased or constructed by the Group are initially measured at cost at the acquisition date. The fixed assets contributed by the State shareholders at the reorganisation of the Company into a corporation entity are recognised based on the revaluated amounts approved by the state-owned assets administration 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. - 53 - II Summary of significant accounting policies and accounting estimates (continued) (15) Fixed assets (continued) (b) Depreciation methods of fixed assets 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 rates 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 equipment 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 (Note II (21)). (d) Disposal of fixed assets 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. (16) 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 (21)). (17) Borrowing costs - 54 - The borrowing costs that are directly attributable to the acquisition and construction of a fixed asset that needs a substantially long period of time 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 and 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. - 55 - II Summary of significant accounting policies and accounting estimates (continued) (17) Borrowing costs (continued) For the specific borrowings obtained for the acquisition or construction of a fixed asset qualifying for capitalisation, the amount of borrowing costs eligible for capitalisation is determined by deducting any interest income earned from depositing the unused specific borrowings in the banks or any investment income arising on the temporary investment of those borrowings during the capitalisation period. For the general borrowings obtained for the acquisition or construction of a fixed asset qualifying for capitalisation, the amount of borrowing costs eligible for capitalisation is determined by applying the weighted average effective interest rate of general borrowings, to the weighted average of the excess amount of cumulative expenditures on the asset over the amount of specific borrowings. The effective interest rate is the rate at which the estimated future cash flows during the period of expected duration of the borrowings or applicable shorter period are discounted to the initial amount of the borrowings. (18) Intangible assets Intangible assets include land use rights, computer softwares, technology patents,trademarks and distribution network, 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. If the acquisition 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 acquisition 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 Technology Patents Trademarks are amortised on the straight-line basis over their effective periods as stipulated by law of 5 to 10 years. Technology Patents are amortised on the straight-line basis over their effective useful period of 5 years. (d) Distribution network Distribution network includes customer relationships and distribution channels, which is amortised on the straight-line basis over its approved useful lives. (e) Periodical review of useful life and amortisation method - 56 - For an intangible asset with a finite useful life, review of its useful life and amortisation method is performed at each year-end, with adjustment made as appropriate. For an intangible asset without a definite useful life, review of its useful life are performed at each year-end. - 57 - II Summary of significant accounting policies and accounting estimates (continued) (18) Intangible assets (continued) (f) 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. (g) Impairment of intangible assets The carrying amount of intangible assets is reduced to the recoverable amount when the recoverable amount is less than the carrying amount (Note II (21)). (19) 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. (20) Governmental medical reserve funds and specially approved reserving materials - 58 - 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 Guangxi Co., Ltd. (“Sinopharm Guangxi”), 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. - 59 - II Summary of significant accounting policies and accounting estimates (continued) (21) 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. (22) Employee benefits Employee benefits mainly include wages or salaries, bonuses, allowances and subsidies, staff welfare, annuity, social security contributions, housing funds, labour union funds, employee education funds and other expenditures incurred in exchange for service rendered by employees. Where the Group terminates the employment relationship with employees before the end of the employment contract or offers compensation for encouraging employees to accept voluntary redundancy, a provision for termination benefits for the compensation arising from termination of the employment relationship with employees is recognised, with a corresponding charge to profit or loss when the Group has made a formal plan for termination of the employment relationship or an offer for voluntary redundancy which will be implemented immediately and cannot be withdrawn by the Group unilaterally. 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. - 60 - II Summary of significant accounting policies and accounting estimates (continued) (22) Employee benefits (continued) Certain subsidiaries have the defined benefit plans. The Group recognizes salaries, social insurance premiums, etc., to be paid for the early retired employees, during the period from the date when the employees stop rendering service to the normal retirement date, as employee benefits payable through administrative expenses for the current period, when the above conditions for the recognition of termination benefit plan are satisfied. The liability recognised in the balance sheet in respect of defined benefit plans is the present value of the defined benefit obligation at the balance sheet date, together with adjustments for unrecognised actuarial gains or losses and past service costs. The defined benefit t obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of the RMB denominated (the currency in which the benefits will be paid) PRC government bonds, and that have terms to maturity approximating to the terms of the related pension liability. (23) Dividend distribution Cash dividends distribution is recognised as a liability in the period in which it is approved by the annual shareholders’ meeting. (24) 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 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. Other revenue arising from the rendering of services is determined in accordance with the amount stipulated in the contract or agreement signed by the enterprise and the party who receives the services. - 61 - II Summary of significant accounting policies and accounting estimates (continued) (24) Revenue recognition (continued) (c) Transfer of asset use rights Interest income is determined by using the effective interest method, based on the length of time for which the Group’s cash is used by others. Income from an operating lease is recognised on a straight-line basis over the period of the lease. (d) Customer Loyalty Programme The group, offers loyalty points programmes where points earned through the purchase of goods can only be redeemed for goods provided by Zhijun Pharm or other free goods. The fair value of the consideration received or receivable in respect of the initial sale is allocated between the award credits and the other components of the sale. Fair value of award points is measured on the basis of the value of the awards (that is, goods or services) for which they could be redeemed, the fair value of the award credits should take account of expected forfeitures as well as the discounts or incentives that would otherwise be offered to customers who have not earned award credits from an initial sale. (25) Government grants Government grants are transfers of monetary or non-monetary assets from the government to the Group at nil consideration, including refund of taxes and financial subsidies, etc. A government grant is recognised when the conditions attached to it can be complied with and the government grant can be received. For a government grant in the form of transfer of monetary assets, the grant is measured at the amount received or receivable. For a government grant in the form of transfer of non-monetary assets, it is measured at fair value; if the fair value is not reliably determinable, the grant is measured at nominal amount. A government grant related to an asset is recognised as deferred income, and evenly amortised to profit or loss over the useful life of the related asset. Government grants measured at nominal amounts are recognised immediately in profit or loss for the current period. For government grants related to income, where the grant is a compensation for related expenses or losses to be incurred by the Group in the subsequent periods, the grant is recognised as deferred income, and included in profit or loss over the periods in which the related costs are recognised; where the grant is a compensation for related expenses or losses already incurred by the Group, the grant is recognised immediately in profit or loss for the current period. (26) Provisions Provisions for product warranties, onerous contracts etc. are recognised when the Group has a present obligation, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the obligation can be measured reliably. - 62 - A provision is initially measured at the best estimate of the expenditure required to settle the related present obligation. Factors surrounding a contingency, such as the risks, uncertainties and the time value of money, are taken into account as a whole in reaching the best estimate of a provision. Where the effect of the time value of money is material, the best estimate is determined by discounting the related future cash outflows. The increase in the discounted amount of the provision arising from passage of time is recognised as interest expense. The carrying amount of provisions is reviewed at each balance sheet date and adjusted to reflect the current best estimate. - 63 - II Summary of significant accounting policies and accounting estimates (continued) (27) 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 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. (28) 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 for the current period. (29) 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. - 64 - 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. - 65 - II Summary of significant accounting policies and accounting estimates (continued) (30) Changes in significant accounting policies The Group has no changes in significant accounting policies in 2012. (31) 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 accounting 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. - 66 - II Summary of significant accounting policies and accounting estimates (continued) (31) Critical accounting estimates and judgments (continued) (iii) Accounting estimates on impairment of accounts receivable In accordance with the Group’s accounting policy (Note II (11)), 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 (12) (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 (21)), 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. - 67 - 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 tax(“EIT”) 15%、20% or 25% Value added tax (“VAT”) Taxable value added amount (Tax payable is 0%、3%、4%、6%、 calculated using the taxable sales amount 11%、13% or 17% multiplied by the effective tax rate less deductible VAT input of current period) Business tax Rental income, storage income and etc. 3%、5% City maintenance and VAT and business tax construction tax 7% Education surcharge VAT and business tax 3% Regional/Local education VAT and business tax surcharge 2% Descriptions on corporate income tax rates applicable to different situations 15% : Shenzhen Zhijun Pharmaceutical Co. Ltd (‘Zhijun Pharm’), Sinopharm Group Zhijun(Suzhou) Pharmaceutical Co., Ltd.(Zhijun Suzhou) and Sinopharm Holding Shenzhen Chinese Medicines Co. Ltd(Shenzhen Medicines)have obtained the identification of high-tech enterprises,which are pplicable corporate income tax rate of 15%. 20%:Sinopharm Holding Guangxi Chinese Herbal pieces Co. Ltd(Sinopharm Chinese Herbal pieces)、 Sinopharm Holding Yulin Co. Ltd(Sinopharm Yulin) are regarded as a small meagre-profit enterprise with an Enterprise income tax rate of 20% 25%:In addition to above companies,other companies are applicable to the rest of the company's corporate income tax rate of 25%. For subsidies including Sinopharm Chinese Herbal pieces and Sinopharm Yulin, as small meagre-profit enterprises, the taxable income is counted by 50% of profit before tax, and the tax rate is 20%. (2) Tax preferences Sinopharm Chinese Herbal pieces and Sinopharm Yulin are regarded as a small meagre-profit enterprise with an Enterprise income tax rate of 20%,which income has a haircut of 50%. In 2011,the company’s subsidiary Zhijun Pharm obtained the certificate of High and New Technology Enterprises with effective period of 3 years from Shenzhen Municipal Science and Technology and Information Bureau, the Shenzhen Municipal Bureau of Finance, State Administration of Taxation and the Shenzhen Local Taxation Bureau of Shenzhen .In addition, Zhijun Suzhou obtained the certificate of High and New Technology Enterprises with effective period of 3 years,from Jiangsu Province Science and Technology and Technology Department of Jiangsu Provincial Department of Finance, State Administration of Taxation, Jiangsu Province and Jiangsu Province Local Taxation Bureau. In 2012, Sinopharm Shenzhen Medicine obtained the certificate of High and New Technology Enterprises with effective period of 3 years from Shenzhen Municipal Science and Technology and Information Bureau, the Shenzhen Municipal Bureau of Finance, State Administration of Taxation and the Shenzhen Local Taxation Bureau of Shenzhen . Under the relevant regulations of article 28 of the Corporate Income Tax Law, the applicable tax rates for Zhijun Pharm, Zhijun Suzhou and Shenzhen Medicine in year 2013 are 15% (2012: 15%). - 68 - IV Business combinations and consolidated financial statements (1) Subsidiaries The company have 33 subsidiaries, including 26 second-stage subsidiaries and 7 third-stage subsidiaries. - 69 - IV Business combinations and consolidated financial statements(continued) (1) Subsidiaries(continued) (a) Subsidiaries acquired through establishment The holding Place of Nature of Registered Principal activities Enterprise Type Legal type of registration business capital Representative investment ( RMB’000 0) Sinopharm Holding Indirect Guilin Comercial 1,000.00 Wholesale of Traditional Chinese medicine, Chinese patent Limited Zhou Ruili Guilin Co., Ltd. company (Sinopharm Guilin) drugs, raw materials for chemical medicine, chemical material ( Note (i)) drugs, antibiotics, bio-chemical drugs and biological products (excluding vaccines), narcotic drugs, anabolic agent, Pericarpium Papaveris,etc Sinopharm Holding Indirect Baise Comercial 1,000.00 Traditional Chinese medicine, Chinese patent drugs, raw Limited Zhou Ruili company Baise Co., Ltd. materials for chemical medicine, chemical material drugs, (Sinopharm Baise) antibiotics, bio-chemical drugs and biological products ( Note (i)) (excluding vaccines), narcotic drugs, anabolic agent. Sinopharm Zhongshan Direct Zhongshan Comercial 1,000.00 Wholesale of Traditional Chinese medicine, Chinese patent Limited Yang Yan company drugs, raw materials for chemical medicine, chemical material drugs, antibiotics, bio-chemical drugs and biological products (excluding vaccines) - 70 - Sinopharm Holding Indirect Guigang Comercial 1,000.00 Traditional Chinese medicine, Chinese patent drugs, raw Limited Zhou Ruili company Guigang Co., Ltd. materials for chemical medicine, chemical material drugs, (Sinopharm Guigang) antibiotics, bio-chemical drugs and biological products ( Note (i)) (excluding vaccines), narcotic drugs, anabolic agent. IV Business combinations and consolidated financial statements(continued) (1) Subsidiaries(continued) (a) Subsidiaries acquired through establishment(continued) Year-end balance of Other assets constitute Equity Voting rights Consolidated or Minority Loss shared by minority interests investment investment in substance interest held (%) not interests ( RMB’0000) held (%) (RMB’0000) Sinopharm 1,000.00 - 100 100 Yes - - Guilin(Note(i)) Sinopharm 1,000.00 - 100 100 Yes - - Baise(Note(i)) Sinopharm 1,000.00 - 100 100 Yes - - Zhongshan Sinopharm 1,000.00 - 100 100 Yes - - Guigang) (Note (i)) (i) Sinopharm Guilin , Sinopharm Guigang and Sinopharm Baise are wholly owned subsidiaries of Sinopharm Guangxi, indirectly held of 100% in equity by the Company - 71 - IV Business combinations and consolidated financial statements(continued) (1) Subsidiaries(continued) (b) Subsidiaries acquired under common control The holding Registered type of Place of Nature of capital Enterprise Legal investment registration business ( RMB’0000) Principal activities Type Representative Zhijun Pharm Direct Shenzhen Manufactur 20,000.00 Original chemical medicine manufacture, Chinese patent medicine processing, Limited Yan Zhigang ing chemical raw material of medicine, the imports and exports business which company transacted according to examined and approved certificate Sinopharm Jianmin Direct Shenzhen Comercial 500.00 Wholesale of chemical agent, antibiotics agent, chemical and biological agent, Limited Lin Xinyang blood products, raw material of chemical product, Chinese medicine and company diagnosis products Shenzhen Trade (Note(ii)) Direct Shenzhen Comercial 188.00 Wholesale and retail of drugs and textiles - - Sinopharm Direct Shenzhen Comercial 600.00 Chinese patent medicine, western medicine, medicine treatment apparatus Limited Zhao Yuhe Materials company - 72 - Zhijun Trade Direct Shenzhen Comercial 189.00 Purchase and sale of Chinese traditional,medicinal materials, Chinese patent Limited Deng Baojun medicine,chemical raw material for medical treatment,antibiotic company preparation, chemical medicine preparation etc. Sinopharm Logistics Direct Shenzhen Service 100.00 Storage service, convey, liquidation of cargo external package and common Limited Ma Jiancong transportation of road company Training center Direct Shenzhen Service 3.00 Training service Non-Enter Tan Guoshu prise The holding Place of Nature of Registered Principal activities Enterprise Legal type of registration business capital Type Representative investment ( RMB’0000) Sinopharm Direct Guangzhou Comercial 40,000.00 Chinese patent medicine, chemical medicine preparation, antibiotics, biochemical Limited Shi Jinming Guangzhou medicine, biological products, diagnosis medicine, treatment diagnosis biological company products, finalized packing food, chemical products, self-support and surrogate the imports and exports of various merchandise and skills. Sinopharm Direct Guangzhou Comercial 4,000.00 Drugs, medical apparatus sales Limited Lin Zhaoxiong Hengxing company Sinopharm Indirect Yulin Comercial 500.00 Drug sales Limited Zhou Ruili Yulin(Noteiii) company Sinopharm Direct Liuzhou Comercial 2,053.10 Chinese traditional medicinal materials, Chinese patent medicine, Chinese Limited Lin Zhaoxiong liuzhou traditional medicine in pieces, chemical raw material, chemical medicine company 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) - 73 - SinopharmChin Indirect Liuzhou Manufactu 200.00 Manufacturing and sales of Chinese herbal pieces Limited Lei Chaotian ese Herbal ring company Pieces (Note(iv)) Huixin Direct Guangzhou Service 500.00 Project investment, property management and leasing, medical information Limited Shi Jinming Investment consultancy, car park management company Sinopharm Direct Foshan Comercial 1,000.00 Drug sales Limited Lin Xinyang Foshan company The holding Place of Nature of Registered Principal activities Enterprise Legal type of registration business capital Type Representative investment ( RMB’0000) Sinopharm Direct Guangzhou Comercial 3,000.00 Sales of medicine and medical treatment apparatus Limited Luo Qin Yuexing company Guangdong Direct Guangzhou Service 500.00 Storage loading and unloading Limited Lin Min Logistics company Sinopharm Direct Nanning Comercial 10,000.00 Drug sales Limited Lin Zhaoxiong Guangxi company Guangxi Indirect Nanning Service 710.10 Storage loading and unloading, consultation service. Limited Lin Zhaoxiong Logistic(Note company v) - 74 - Shenzhen Direct Shenzhen Manufactu 5,000.00 Manufacturing of granules, lotion, tablet, capsule, oral liquid and mixture, and syrup; Limited Deng Baojun Medical ring manufacturing and sale of hair products, bath foam and cosmetics, and detergent company (antibiosis washing liquid); manufacturing of plastic bottle; manufacturing and sale of health food. Sinopharm Indirect Wuzhou Comercial 1,000.00 Traditional Chinese medicine, Chinese patent drugs, raw materials for chemical Limited Zhou Ruili Wuzhou medicine, chemical material drugs, antibiotics, bio-chemical drugs and biological company (Note(v)) products, narcotic drugs, anabolic agent, Pericarpium Papaveris,etc. - 75 - IV Business combinations and consolidated financial statements (continued) (1) Subsidiaries (continued) (b) Subsidiaries acquired under common control (continued) Year-End Other Equity interest Voting rights Consolidated Minority Loss assets held (%) held (%) or not interests shared balance of constitute RMB’0000) by investment nvestment minority in interests (RMB’0000) substance Zhijun Pharm 23,706.20 - 100 100 Yes - - Sinopharm 100 100 Yes Jianmin 5,348.30 - - - Shenzhen 100 100 Yes Trade(Note(ii)) 847.90 - - - Sinopharm 100 100 Yes Materials 816.70 - - - Zhijun Trade 373.40 - 100 100 Yes - - Sinopharm 100 100 Yes Logistics 101.90 - - - Training center 3.00 - 100 100 Yes - - Sinopharm 100 100 Yes Guangzhou 48,388.80 - - - Sinopharm 100 100 Yes Hengxing 3,714.20 - - - Sinopharm Yulin 542.50 - 100 100 Yes - - Sinopharm liuzhou 2,220.60 - 51 51 Yes 3,791.14 - Sinopharmhinese Yes Herbal Piece (Note(iii)) 200.00 - 51 51 - - Huixin Investment 6,441.70 - 100 100 Yes - - Sinopharm Fosha 1,499.50 - 100 100 Yes - - Sinopharm 100 100 Yes Yuexing 4,345.90 - - - Guangdong 100 100 Yes Logistics 559.60 - - - Sinopharm 100 100 Guangxi 10,404.90 - Yes - - Guangxi 100 100 Logistic(Note(iv)) 710.10 - Yes - - Shenzhen Medica 4,808.10 - 100 100 Yes - - Sinopharm Wuzhou(Note(v)) 999.00 - 99.9 99.9 Yes 1.00 - (ii) Shenzhen Trade ceased its operation in 2003. - 76 - (iii) Sinopharm Hoding Chinese Herbal Pieces, a wholly owned subsidiary of Sinopharm Liuzhou, is indirectly held of 51% in equity by the Company. (iv) Sinopharm Guangxi has completed the capital investment to Sinopharm Wuzhou,with Sinopharm Wuzhou’s capital investment up to ten million ,stock percentage from 99.7% to 99.9%.The Company Indirectly holds 99.9% stake. - 77 - IV Business combinations and consolidated financial statements (continued) (1) Subsidiaries (continued) (c) Subsidiaries acquired under common control (continued) The holding type Place of Nature of Registered Principal activities Enterprise Legal of investment registration business Type Repres-entative capital ( RMB’0000) Zhijun Suzhou Direct Suzhou Manufacturi 18,000.00 Production and sales of general raw materials of medicine, Limited Huang Kai ng raw medicine and preparation of cephalosporin; do export company business of production and technology of the Company Sinopharm holding Dongguan Direct Dongguan Commercial 1,000.00 Wholesales of Chinese traditional medicinal materials, Limited Lin Xinyang Co.Ltd.(’Sinopharm Chinese patent medicine, Chinese traditional medicine in company Dongguan’) pieces, chemical raw material; sales of daily general merchandise and heath protection food Sinopharm Holding Direct Zhanjiang Commercial 1,500.00 Wholesale of medicine Limited Lin Xinyang Zhanjiang Co., Ltd.(’Sinopharm company Zhanjiang’) Sinopharm Yanfeng Direct Shenzhen Commercial 3,000.00 Wholesale of medicine Limited Lin Zhaoxiong company Sinopharm Holding Meizhou Direct Meizhou Commercial 120.00 Wholesale of medicine Limited Yang Yan Co., Ltd.(’Sinopharm Meizhou’) company Sinopharm Holding Huizhou Direct Huizhou Commercial 700.00 Wholesale of medicine Limited Yang Yan Co., Ltd.(’Sinopharm Huizhou’) company Sinopharm Holding Zhaoqing Direct Zhaoqing Commercial 200.00 wholesale of Chinese patent drugs, raw materials for Limited Yang Yan Co., Ltd.(’Sinopharm chemical medicine, chemical material drugs, antibiotics, company Zhaoqing’) bio-chemical drugs and biological products (excluding vaccines), narcotic drugs, toxic drugs for medical use, pericarpium papaveris,anabolic agents - 78 - Sinopharm Holding Jiangmen Direct Jiangmen Commercial 1,000.00 wholesale of Chinese patent drugs, raw materials for Limited Yang Yan Co., Ltd.(’Sinopharm chemical medicine, chemical material drugs, antibiotics, company Jiangmen’) bio-chemical drugs and biological products (excluding vaccines), narcotic drugs, toxic drugs for medical use, pericarpium papaveris,anabolic agents Sinopharm Holding Shaoguan Direct Shaoguan Commercial 360.00 wholesale of Traditional Chinese medicin, raw materials for Limited Yang Yan Co., Ltd (’Sinopharm chemical medicine and chemical material drugs, ect.; company shaoguan’) Year-end Other assets Equity interest Voting rights Consolidate Minority interests Loss shared by minority constitute held (%) held (%) d or not (RMB’0000) interests balance of investment in investment substance ( RMB’0000) Zhijun Suzhou(Note(vi)) 26,590.00 - 100 100 Yes - - Sinopharm Dongguan 994.20 - 100 100 Yes - - Sinopharm Zhanjiang 1,576.99 - 100 100 Yes - - Sinopharm Yanfeng 3,820.78 - 51 51 Yes 2,634.22 - Sinopharm Meizhou 448.19 - 100 100 Yes - - Sinopharm Huizhou 564.42 - 100 100 Yes - - Sinopharm Zhaoqing 354.20 - 100 100 Yes - - Sinopharm Jiangmen 4,090.00 - 100 100 Yes - - Sinopharm Shaoguan 950.60 - 70 70 Yes 585.98 - (vi) The Company currently has completed RMB 100 million yuan capital investment to Zhijun Suzhou . - 79 - V Notes to the consolidated financial statements (1) Cash at bank and on hand Items 30 June 2013 31 December 2012 Cash on hand 45,748.49 73,828.10 Cash at bank 882,265,493.12 920,674,215.43 Other cash balances 10,126,580.95 33,244,027.08 Total 892,437,822.56 953,992,070.61 As at 30 June 2013, except a deposit of USD which was equivalent to RMB 1,305,587.67 (31 December 2012:80.13) all other cash at bank and on hand are in RMB. Other cash balances represent RMB 8,626,580.95 of deposits for the purpose of applying for bank acceptance notes and deposits for letter of credit RMB 1,500,000.00 (31 December 2012: RMB 17,606,346.59 of deposits for the purpose of applying for bank acceptance notes,and deposits for letter of credit RMB 8,937,680.49, and 6,700,000.00 of the temporary capital deposits of Sinopharm Nanning for the establishments of new subsidiaries-Sinopharm Wuzhou). (2) Notes receivable 30 June 2013 31 December 2012 Trade acceptance notes 342,326,186.88 293,109,440.31 Bank acceptance notes 413,252,899.13 357,750,800.06 755,579,086.01 650,860,240.37 (a) Endorsed undue notes receivable As at 30 June 2013, the Group endorsed the undue notes receivable of RMB 443,210,358.26 (31 December 2012:738,797,785.69),The top five notes receivable are analysed as below: Issuer Issue date Expiry date Amount People's Hospital of Dongguan 14 May 2013 14 August 2013 5,466,096.68 Guizhou Provincial Pharmaceutical (Group) 21 May 2013 21 August 2013 Co., Ltd. 3,735,924.12 People's Hospital of Zhongshan 21 June 2013 21 September 2013 3,208,314.28 Guangzhou Geling Kang Pharmaceutical 29 May 2013 29 November 2013 Co., Ltd. 3,000,000.00 Guizhou Provincial Pharmaceutical (Group) 20 June 2013 20 September 2013 Co., Ltd. 2,445,556.18 17,855,891.26 - 80 - V Notes to the consolidated financial statements(continued) (2) Notes receivable (continued) (b) Discounted undue notes receivable As at 30 June 2013, notes receivable including undue trade acceptance notes of 106,269,434.69 (31 December 2012:39,200,449.89) (Note V(20)),and undue bank acceptance notes of RMB 99,936,082.40 (31 December 2012:161,748,174.98). (c) As at 30 June 2013, the Group has no notes receivable which need to be reclassified as accounts receivable. (d) As at 30 June 2013 The Group has notes receivable 14,565,673.92 million (31 December 2012: Nil) pledged to banks to secure bills payable 14,556,673.92 million (31 December 2012: nil) guarantees.The top five notes receivable are analysed as below. Issuer Issue date Expiry date Amount Sichuan Jin Ren Pharmaceutical Co., Ltd. 22 February 2013 22 August 2013 2,856,287.92 SiChuan jin Li Pharmaceutical Co., Ltd. 26 February 2013 26 August 2013 2,262,712.80 Sinopharm Holding Guizhou Co., Ltd. 16 April 2013 16 October 2013 1,089,720.00 Hainan Huluwa Pharmaceutical Co., Ltd. 23 April 2013 23 October 2013 520,405.00 Chongqing Saili Junan Pharmaceutical Co., Ltd. 9 April 2013 8 October 2013 518,600.00 Others 7,317,948.20 14,565,673.92 (3) Accounts receivable 30 June 2013 31 December 2012 Accounts receivable 5,207,394,188.60 4,415,763,459.61 Less: provision for bad debts (Note V(18)) (23,545,747.27) (22,438,158.95) 5,183,848,441.33 4,393,325,300.66 (a) The aging of accounts receivable and related provision for bad debts are analysed below: 30 June 2013 31 December 2012 Provision for bad AmountProvision for bad debts Amountdebts Within 1 year 5,173,296,708.33 (2,150,544.33) 4,383,349,130.24 (733,430.98) 1 to 2 years 12,045,458.09 (602,478.55) 9,935,593.59 (2,373,495.91) - 81 - 2 to 3 years 12,438,715.81 (12,057,064.05) 12,223,635.68 (10,467,212.99) Over 3 years 9,613,306.37 (8,735,660.34) 10,255,100.10 (8,864,019.07) 5,207,394,188.60 (23,545,747.27) 4,415,763,459.61 (22,438,158.95) - 82 - V Notes to the consolidated financial statements(continued) (3) Accounts receivable(continued) (b) The accounts receivable and related provision for bad debts by category are analysed below: 30 June 2013 31 December 2012 Carrying amount Provision for bad debts Carrying amount Provision for bad debts amount % of amount rate amount % of total amount rate total balance balance individually significant are subject to separate impairment assessment 41,045,417.14 0.79% (18,002,565.32) 43.86% 32,230,166.51 0.73% (17,332,089.17) 53.78% receivable accounts within similar credit risk group 5,157,090,866.04 99.03% (864,295.82) 0.02% 4,371,020,555.42 98.99% (943,122.18) 0.02% individually not significant but individually evaluated for impairment 9,257,905.42 0.18% (4,678,886.13) 50.54% 12,512,737.68 0.28% (4,162,947.60) 33.27% 5,207,394,188.60 100.00% (23,545,747.27) 0.45% 4,415,763,459.61 100.00% (22,438,158.95) 0.51% (c) As at 30 June 2013, impairment provision for accounts receivable individually significant are analysed as below. Carrying Bad debt amount provision Rate Assessment for impairment Guangdong Liyuan Disputed receivable with higher Pharmaceutical Co. Ltd. 15,686,460.93 (15,686,460.93) 100.00% risk of recoverability. LiuZhou LiuTie Central Hospital Disputed receivable with higher risk of 12,247,946.30 (210,838.78) 1.72% recoverability Peking University Shenzhen Disputed receivable with higher risk of Hospital 7,028,116.76 (670,476.15) 9.54% recoverability The Second People's Hospital of Disputed receivable with higher risk of Shenzhen 6,082,893.15 (1,434,789.46) 23.59% recoverability 41,045,417.14 (18,002,565.32) (d) Provisions for impairment of the receivables which have a similar risk group are analysed below: 30 June 2013 31 December 2012 Carrying amount Bad debt provision Carrying amount Bad debt provision amount % of total amount rate amount % of total amount rate balance balance Within 1 year 5,143,524,292.89 99.74% - - 4,359,367,831.85 99.74% - - 1 to 2 years 12,045,458.09 0.23% (602,478.55) 5.00% 7,962,291.52 0.18% (400,193.84) 5.03% - 83 - 10.00 2 to 3 years 424,057.51 0.01% (42,405.75) % 1,951,580.77 0.04% (195,158.08) 10.00% Over 3 20.00 years 1,097,057.55 0.02% (219,411.52) % 1,738,851.28 0.04% (347,770.26) 20.00% 5,157,090,866.04 100.00% (864,295.82) 0.02% 4,371,020,555.42 100.00% (943,122.18) 0.02% - 84 - V Notes to the consolidated financial statements(continued) (3) Accounts receivable(continued) (e) As 30 June 2013, accounts receivable individually not significant but individually evaluated for impairment are analysed below:: Carrying amount Bad debt provision Rate Assessment for impairment Difference of balance account cannot The First People’s Hospital of Hechi 2,707,360.66 (7,177.72) 0.27% be verified Shandong pharmer Biological Uncertainty in recoverability Pharmaceutical Co., Ltd. 2,271,691.95 (1,685,587.95) 74.20% Difference of balance account cannot Shenzhen Maternal and Children Care be verified Service Centre 954,637.74 (412,992.00) 43.26% Uncertainty in recoverability Guangzhou Da Shenlin Pharmaceutical Co., Ltd 773,956.27 (773,956.27) 100.00% Difference of balance account cannot The Red Cross Hospital of Liuzhou 763,768.78 (12,682.17) 1.66% be verified Uncertainty in recoverability Guangzhou Da Shenlin Pharmaceutical Chain Co., Ltd 506,835.82 (506,835.82) 100.00% HuiZhou QuanYi Pharmaceutical Franchise Uncertainty in recoverability Co.,Ltd 443,692.12 (443,692.12) 100.00% Chinese’s People Liberty Army of 62101 Uncertainty in recoverability Troops 370,621.81 (370,621.81) 100.00% Wuhan General Hospital of Guangzhou Uncertainty in recoverability Military Region 337,701.85 (337,701.85) 100.00% Liuzhou Chengzhong District Wantang Uncertainty in recoverability Community Sanitary Service Station 127,638.42 (127,638.42) 100.00% 9,257,905.42 (4,678,886.13) (f) Accounts receivable, which have been fully or partly made impairment provision, recovered in current year are listed below: Reason for Original assessment for providing Recovered bad Recovered recoverability impairment debt provisions amount Shantou Chuangmei Verification for Difference of balance account cannot Medicine Co.Ltd Difference of be verified balance account 249,407.80 249,407.80 - 85 - Foshan Chuangmei Verification for Difference of balance account cannot Medicine Co.Ltd Difference of be verified balance account 151,671.40 151,671.40 Guangdong Jointown Verification for Difference of balance account cannot Pharmaceutical Co.Ltd Difference of be verified balance account 50,170.08 50,170.08 451,249.28 451,249.28 - 86 - V Notes to the consolidated financial statements(continued) (3) Accounts receivable(continued) (g) In current year, there is no accounts receivable written off. (h) Accounts receivable due from shareholders with more than 5% (including 5%) of the Company’s equity interest are analysed as below: 30 June 2013 31 December 2012 Sinopharm Group(Note VI (5)) 3,387,799.72 2,863,144.40 (i) As at 30 June 2013, the top five accounts receivable by customer are analysed as below: % of the total Relationship accounts with the Group Amount Aging receivable Center for Disease Control and Prevention of Guangdong Province Third party 192,858,821.00 Within 1 year 3.70% The Third Affiliated Hospital of ZhongShan University Third party 82,972,402.77 Within 1 year 1.59% The First Affiliated Hospital of GuangXi Medical University Third party 73,365,135.80 Within 1 year 1.41% Zhujiang Hospital of Southern Medical University Third party 63,761,721.23 Within 1 year 1.22% Zhujiang Hospital of Southern Medical University Third party 50,492,400.25 Within 1 year 0.97% 463,450,481.05 8.89% (j) Accounts receivable due from related party As at 30 June 2013, there are accounts receivable of RMB 252,439,831.72 due from related party (31 December 2012:227,117,446.69),which is 4.85% of the total accounts receivable (31 December 2012: 5.14%) (Note VI(5)). (k) This period accounts receivable of RMB 397,348,933.07, are derecognized given that irrevocable factoring contracts agreed with financial institute. (l) On 30 June 2013, the Group has totally RMB 43,397,415.16 accounts receivable pledged to bank as warrant of gaining short-term loan amounting to RMB 34,717,932.13 (Note V (20(iii))). (m) Accounts receivable denominated in foreign currencies are as follows: - 87 - 30 June 2013 31 December 2012 Foreign Exchang Foreign Exchange Currency e Rate RMB Currency Rate RMB USD 237,193.59 6.1787 1,465,548.03 1,647,256.71 6.2855 10,353,832.05 EUR - - - 325,000.00 8.3176 2,703,220.00 GBP - - - 102,600.00 10.1611 1,042,528.86 HKD 12,232.54 0.7966 9,744.44 60,338.00 0.8108 48,922.05 1,475,292.47 14,148,502.96 - 88 - V Notes to the consolidated financial statements(continued) (4) Advances to suppliers (a) The aging of advances to suppliers is analysed below: 30 June 2013 31 December 2012 amount % of total amount % of total balance balance Within 1 year 66,123,507.86 97.64% 88,614,241.91 99.00% 1 to 2 years 1,402,645.20 2.07% 579,455.00 0.65% 2 to 3 years 40,985.70 0.06% 209,787.70 0.23% Above 3 years 153,612.30 0.23% 108,896.73 0.12% 67,720,751.06 100.00% 89,512,381.34 100.00% (b) As at 30 June 2013, the top five advances to suppliers by customer are analysed below: Relationship Reason for with the Group Amount Proportion Aging unsettlement Guangdong Jian Ze Advances for Pharmaceutical Co., Ltd., Third party 10,980,741.67 16.22% Within 1 year procurement Yunnan Baiyao Group Advances for Co., Ltd. Third party 8,156,861.69 12.04% Within 1 year procurement Seiko Eiyo Yakuhin Co. Advances for Ltd. Third party 7,276,665.19 10.75% Within 1 year procurement Huadong Medicine Co., Advances for Ltd.Branch Third party 6,997,200.00 10.33% Within 1 year procurement Shineway Pharmaceutical (Hainan) Advances for Co., Ltd. Third party 3,637,090.37 5.37% Within 1 year procurement 37,048,558.92 54.71% (c) Advances due from related party As at 30 June 2013, there are advances of RMB 4,104,654.46(31 December 2012:8,315,884.21), which is 6.06% of the total advances to suppliers (31 December 2012:9.29%) and no provision for bad debts(Note VI(5)). - 89 - (d) Advances due from shareholders with more than 5% (including 5%) of the Company’s equity interest are analysed as below: 30 June 2013 31 December 2012 bad debt Carrying amont Carrying amont bad debt provision provision Sinopharm Group(Note VI (5)) - - 742.14 - Total - - 742.14 - V Notes to the consolidated financial statements(continued) (5) Dividends Receivable 30 June 2013 31 December 2012 Shenzhen Wanle Medicine (Wanle Medicine) 28,152,000.00 - (6) Other receivables 30 June 2013 31 December 2012 . Petty cash advance to employees 15,500,807.02 8,118,858.69 Receivable due from related party(Note(c)) 8,980,000.00 8,980,000.00 Deposit 8,075,988.11 10,436,780.98 Receivable due from related party (Note(j)) 1,215,000.00 1,215,000.00 Others 19,161,225.39 17,356,156.64 52,933,020.52 46,106,796.31 Less: provision for bad debts (Note V(18)) (13,316,089.51) (13,121,370.71) 39,616,931.01 32,985,425.60 (a) The aging of Other receivables and related provision for bad debts are analysed below: 30 June 2013 31 December 2012 Within 1 year 27,346,265.28 24,400,128.34 1 to 2 years 6,397,566.23 3,598,448.64 2 to 3 years 2,436,843.38 2,594,617.98 Over 3 years 16,752,345.63 15,513,601.35 - 90 - 52,933,020.52 46,106,796.31 (b) Other receivables and related provision for bad debts by category are analysed below: 30 June 2013 31 December 2012 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 16.96% (8,980,000.00) 100.00% 8,980,000.00 19.48% (8,980,000.00) 100.00% Receivable accounts within similar credit risk group 32,392,120.05 61.19% (515,191.16) 1.59% 28,877,007.59 62.63% (452,946.84) 1.57% Individually not significant but individually evaluated for impairment 11,560,900.47 21.85% (3,820,898.35) 33.05% 8,249,788.72 17.89% (3,688,423.87) 44.71% 52,933,020.52 100.00% (13,316,089.51) 25.16% 46,106,796.31 100.00% (13,121,370.71) 28.46% - 91 - V Notes to the consolidated financial statements (continued) (6) Other receivables (continued) (c) As at 30 June 2013, impairment provision for Other receivables individually significant are analysed as below. Assessment for Amount Bad debt provision Rate impairment Shenzhen Yinghai Technology Uncertainty in investment Co., Ltd. 8,980,000.00 (8,980,000.00) 100.00% recoverability (d) Provisions for impairment of the receivables which have a similar risk group are analysed below: 30 June 2013 31 December 2012 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 27,107,296.07 83.68% - - 24,181,262.27 83.74% - - 1 to 2 years 2,543,629.64 7.85% (126,568.47) 4.98% 2,279,422.77 7.89% (113,357.72) 4.97% 2 to 3 years 1,596,161.84 4.93% (159,616.19) 10.00% 1,436,757.98 4.98% (143,675.80) 10.00% Over 3 years 1,145,032.50 3.54% (229,006.50) 20.00% 979,564.57 3.39% (195,913.32) 20.00% 32,392,120.05 100.00% (515,191.16) 1.59% 28,877,007.59 100.00% (452,946.84) 1.57% (e) As at 30 June 2013, Other receivables individually not significant but individually evaluated for impairment are analysed below: Amount Bad debt provision Rate Assessment for impairment ShenZhen Health Food I&E Co. Ltd. 1,157,860.00 (1,157,860.00) 100.00% Uncertainty in recoverability Service fee etc. 10,403,040.47 (2,663,038.35) 25.60% Uncertainty in recoverability 11,560,900.47 (3,820,898.35) 33.05% (f) Other receivables previous years have full provision for bad debts, or a larger percentage of provision for bad debts, but fully recovered, or a larger proportion of the year to recover other receivables is analysed below: Original assessment for Recovered bad debt p Recovered Reason providing impairment rovisions amounts Huang Daoying Repayment Difficult to recover 18,520.99 18,520.99 - 92 - (g) There is no other receivables written off in current year (h) As at 30 June 2013, there is no other receivables due from shareholders with more than 5% (including) of the Company’s equity interest (31 December 2012: Nil). - 93 - V Notes to the consolidated financial statements (continued) (6) Other receivables (continued) (i) As at 30 June 2013, the top five Other receivables by customer are analysed below: Relationship Aging % of total Other Entity Amount Nature with the group receivable ShenZhenShi YingHai Third party Above 5 years Equity transfer Technology&Investment Co. Ltd. 8,980,000.00 receivable 16.96% Receivables of Physical assets Third party Within 1 year Compensation specifically approved reserving materials 2,061,351.38 receivable 3.89% GuangXi Autonomous Region Housing Third party Above 5 years system Reformed Department 1,910,917.74 Housing reform funds 3.61% LiuZhouShi Housing Provident Fund Third party Above 5 years Management Center- Specific Account for Housing Fund 1,379,224.34 Housing Fund 2.61% Shenzhen Tianzhongda Industrial Co., Third party Within 1 year Ltd. 960,456.16 Rental deposits 1.81% Total 15,291,949.62 -- 28.88% (j) Other receivables due from related party Entity Relationship with the Group Amount % of the total Other receivable Controlled by Sinopharm Sinopharm Logistics Co., Ltd. 1,215,000.00 2.30% Group Total -- 1,215,000.00 2.30% As at 30 June 2013, there are Other receivables of RMB 1,215,000.00 due from related party(31 December 2012:1,215,000.00),which is 2.30%of the total Other receivables(31 December 2012:2.64%),without bad debt provided (31 December 2012: Nil).(NoteVI (5)). (7) Inventories 30 June 2013 31 December 2012 Net book Net book Book value Provision Book value Provision Value Value Raw materials 128,563,456.71 (4,164,518.66) 124,398,938.05 118,474,602.02 (3,689,458.00) 114,785,144.02 - 94 - Work in progress 15,751,368.36 - 15,751,368.36 28,048,150.68 - 28,048,150.68 Finished goods 1,586,442,042.50 (9,672,166.31) 1,576,769,876.19 1,603,544,644.54 (13,615,739.67) 1,589,928,904.87 Packaging materials 725,904.78 (36,406.53) 689,498.25 586,659.80 (1,790.66) 584,869.14 Consigned processing materials 1,242,121.20 - 1,242,121.20 665,881.85 - 665,881.85 Low cost consumables 365,223.87 (49,489.24) 315,734.63 666,113.22 - 666,113.22 1,733,090,117.42 (13,922,580.74) 1,719,167,536.68 1,751,986,052.11 (17,306,988.33) 1,734,679,063.78 - 95 - V Notes to the consolidated financial statements (continued) (7) Inventories(continued) (a) Provision for declines in value of inventories is analysed as below: Decreases Inventory category 31 December 2012 Increases 30 June 2013 Reversal Written off Raw materials 3,689,458.00 485,859.17 (9,585.16) (1,213.35) 4,164,518.66 Finished goods 13,615,739.67 15,169,465.99 (312,312.84) (18,800,726.51) 9,672,166.31 Packaging materials 1,790.66 63,894.99 - (29,279.12) 36,406.53 Low cost - 148,029.45 - (98,540.21) 49,489.24 consumables Total 17,306,988.33 15,867,249.60 (321,898.00) (18,929,759.19) 13,922,580.74 (8) Other non-current assets 30 June 2013 31 December 2012 Corporate income tax to be deducted 227,606.01 226,501.90 VAT to be deducted 3,500,760.68 7,854,105.76 3,728,366.69 8,080,607.66 (9) Long-term equity investments 30 June 2013 31 December 2012 Associates - Without quoted price (a) 111,444,830.84 121,019,845.50 The Group has no liquidity restriction on its long-term equity investments. - 96 - V Notes to the consolidated financial statements (continued) (9) Long-term equity investments (continued) Increases/(Decreases) Equity Voting interest rights Explanation for the inconsistence between held held Accounting Original 31 December Share of profit of Cash dividends equity interest held method investment cost 2012 associate declared by associate 30 June 2013 (%) (%) and voting rights held Note V(42) Board of the directors is the highest decision making organization, which is formed by 3 shareholders of Wanle Medical evenly, each shareholder appoints 2 Equity directors set up the Wanle Medical method 4,457,400.00 121,019,845.50 18,576,985.34 (28,152,000.00) 111,444,830.84 35.19 33.33 borad (10) Investment in associates Equity interest 30 June 2013 For the year ended 30 June 2013 held Voting rights held Total assets Total liabilities Net assets Revenues Net profit (%) (%) - 97 - Wanle Medical 35.19 33.33 711,908,879.96 398,164,617.76 313,744,262.20 306,451,866.74 52,790,523.84 - 98 - V Notes to the consolidated financial statements (continued) (11) Investment properties 31 December Increase in Decrease in 30 June 2013 2012 Current year Current year Cost 182,895,666.22 153,567.85 (14,586,008.64) 168,463,225.43 Buildings 162,739,072.21 153,567.85 (13,612,280.85) 149,280,359.21 Land use rights 20,156,594.01 - (973,727.79) 19,182,866.22 Accumulated depreciation/ amortisation (93,280,236.59) (3,110,407.34) 10,011,095.10 (86,379,548.83) Buildings (91,200,873.61) (3,107,574.21) 9,923,784.06 (84,384,663.76) Land use rights (2,079,362.98) (2,833.13) 87,311.04 (1,994,885.07) Net book value 89,615,429.63 82,083,676.60 Buildings 71,538,198.60 64,895,695.45 Land use rights 18,077,231.03 17,187,981.15 Provision for impairment loss (1,300,000.00) - - (1,300,000.00) Buildings (1,300,000.00) - - (1,300,000.00) Land use rights - - - - Carrying amount 88,315,429.63 80,783,676.60 Buildings 70,238,198.60 63,595,695.45 Land use rights 18,077,231.03 17,187,981.15 For the year ended 30 June 2013,the amount of depreciation and amortization were 3,109,987.30 (the year ended 30 June 2012:3,220,900.39). In 2012, the Group changed the use of buildings with a carrying amount of RMB3,071,034.51 (cost of RMB7,771,972.48, accumulated depreciation RMB4,700,937.97),and therefore,such assets were transferred from investment properties to fixed assets and Intangible assets at the dates of change in use. The Group changed the use of buildings with a carrying amount of RMB3,269.26 (cost of RMB3,689.30, accumulated depreciation RMB420.04) to lease-out properties. The Group disposed a building with a carrying amount of RMB617,462.28 (cost of RMB5,840,308.37, accumulated depreciation RMB5,222,846.09), and the diposal loss worth 617,462.28. The Group has transferred from construction in progress to investment properties at the original price of 149,878.55 yuan. - 99 - V Notes to the consolidated financial statements (continued) (12) Fixed assets Transfer from investment Current year other Current year 31 December 2012 properties additions other decreases 30 June 2013 Cost 1,090,165,781.29 7,771,972.48 14,923,023.75 (1,567,435.11) 1,111,293,342.41 Buildings 430,504,407.95 7,771,972.48 6,546,793.92 (3,689.30) 444,819,485.05 Machinery and equipment 433,908,817.29 - 3,702,569.76 (159,453.93) 437,451,933.12 Motor vehicles 56,362,679.72 - 975,429.52 (48,000.00) 57,290,109.24 Other 144,294,679.20 - 3,603,426.99 (1,356,291.88) 146,541,814.31 Leasehold improvements 25,095,197.13 - 94,803.56 - 25,190,000.69 Transfer from investment Current year Current year 31 December 2012 properties additions decreases 30 June 2013 Accumulated depreciation (399,678,148.17) (4,700,937.97) (42,340,284.87) 1,409,473.91 (445,309,897.10) Buildings (100,053,162.74) (4,700,937.97) (8,970,045.90) 420.04 (113,723,726.57) Machinery and equipment (158,389,377.86) - (20,811,990.03) 156,178.35 (179,045,189.54) Motor vehicles (29,050,984.46) - (3,119,999.47) 45,600.00 (32,125,383.93) Other (100,399,801.69) - (7,689,414.18) - 1,207,275.52 (106,881,940.35) Leasehold improvements (11,784,821.42) - (1,748,835.29) - - (13,533,656.71) Net book value 690,487,633.12 665,983,445.31 Buildings 330,451,245.21 331,095,758.48 Machinery and equipment 275,519,439.43 258,406,743.58 Motor vehicles 27,311,695.26 25,164,725.31 Other 43,894,877.51 39,659,873.96 Leasehold improvements 13,310,375.71 11,656,343.98 Carrying amount 690,487,633.12 665,983,445.31 Buildings 330,451,245.21 331,095,758.48 Machinery and equipment 275,519,439.43 258,406,743.58 - 100 - Motor vehicles 27,311,695.26 25,164,725.31 Other 43,894,877.51 39,659,873.96 Leasehold improvements 13,310,375.71 11,656,343.98 For the year ended 30 June 2013,the amount of depreciation and amortization were 42,340,284.87(the year ended 30 June 2012:36,867,919.01yuan). For the year ended 30 June 2013, fixed assets transferred from construction in progress are RMB5,585,774.91. V Notes to the consolidated financial statements (continued) (13) Construction in progress 30 June 2013 31 December 2012 Zhijun Zhiyao Guanglan Stage II Project 81,986,307.64 71,032,092.95 Zhijun production workshop Technological transformation project 19,568,125.01 11,269,919.29 Peinan Project 11,438,747.84 11,438,747.84 Chebei Project 8,515,595.20 8,515,595.20 Sewage transformation project etc 2,413,283.79 570,000.00 Pingshan Stage I project 864,143.37 291,361.00 Other projects 621,425.65 837,634.52 125,407,628.50 103,955,350.80 - 101 - V Notes to the consolidated financial statements (continued) (13) Construction in progress (continued) Including:Borro Construc Accumulated Weighted Transfer out Cost up to wing Current year Other tion capitalized average Financed Name of project Budget of project 31 December 2012 during current date out of cost 30 June 2013 additions decreases progress borrowing interest by year budget (%) capitalized (%) cost rate (%) in 2013 Zhijun Zhiyao Guanglan Stage II Working capital Project 250,000,000.00 71,032,092.95 11,094,214.69 140,000.00 - 63% 90% 2,434,375.93 1,284,575.23 6.72% and borrowings 81,986,307.64 Zhijun production Working capital workshop Technological transformation project 100,707,000.00 11,269,919.29 10,710,137.45 2,411,931.73 - 38% 55% 0.00 - - 19,568,125.01 Peinan Project 40,000,000.00 11,438,747.84 - - - 28% 28% 0.00 - - Working capital 11,438,747.84 Chebei Project 204,113,000.00 8,515,595.20 - - - 4% 4% 0.00 - - Working capital 8,515,595.20 Sewage transformation project etc 350,000,000.00 291,361.00 572,782.37 - - 4% 0% 0.00 - - Working capital 864,143.37 Pingshan Stage I Working capital project 154,667,633.00 - 2,588,238.45 2,438,359.90 149,878.55 100% 100% 6,307,006.43 - - and borrowings - Other projects 6,300,000.00 570,000.00 1,843,283.79 - - 38% 85% - - - Working capital 2,413,283.79 Zhijun Zhiyao Guanglan - 837,634.52 379,274.41 595,483.28 - - - - - - Working capital 621,425.65 - 102 - Stage II Project Total 1,105,787,633.00 103,955,350.80 27,187,931.16 5,585,774.91 149,878.55 -- -- 8,741,382.36 1,284,575.23 -- -- 125,407,628.50 - 103 - V Notes to the consolidated financial statements (continued) (14) Intangible assets Current year Current year 31 December 2012 additions decreases 30 June 2013 Cost 250,346,106.81 2,638,003.54 - 252,984,110.35 Land use rights 144,876,761.43 973,727.79 - 145,850,489.22 Computer software 18,531,419.19 1,664,275.75 - 20,195,694.94 Proprietary technology 53,083,933.33 - - 53,083,933.33 Trademarks 196,850.00 - - 196,850.00 Sales Network 33,657,142.86 - - 33,657,142.86 Accumulated amortization (92,191,035.61) (4,688,731.03) - (96,879,766.64) Land use rights (30,815,831.14) (1,714,944.13) - (32,530,775.27) Computer software (12,213,237.12) (1,052,356.71) - (13,265,593.83) Proprietary technology (47,953,926.87) (1,080,001.62) - (49,033,928.49) Trademarks (196,850.00) - - (196,850.00) Sales Network (1,011,190.48) (841,428.57) - (1,852,619.05) Net book value 158,155,071.20 156,104,343.71 Land use rights 114,060,930.29 113,319,713.95 Computer software 6,318,182.07 6,930,101.11 Proprietary technology 5,130,006.46 4,050,004.84 Trademarks - - Sales Network 32,645,952.38 31,804,523.81 Provision for impairment loss (3,000,000.00) (3,000,000.00) Land use rights - - Computer software - - Proprietary technology (3,000,000.00) (3,000,000.00) Trademarks - - Sales Network - - Carrying amount 155,155,071.20 153,104,343.71 Land use rights 114,060,930.29 113,319,713.95 - 104 - Computer software 6,318,182.07 6,930,101.11 Proprietary technology 2,130,006.46 1,050,004.84 Trademarks - - Sales Network 32,645,952.38 31,804,523.81 For the year ended 30 June 2013 amortisation of intangible assets that are recognised in profit or loss for the current period amount to RMB 4,601,419.99 (the year ended 30 June 2012:4,071,832.86). The company changed the land use right RMB 886,416.75 (cost: RMB 973,727.79 , accumulated amortization:RMB 87,311.04) from lease to personal use, from the date of change in use, the corresponding investment real estate changed into intangible assets.for accounting. V Notes to the consolidated financial statements (continued) (14) Intangible assets(continued) Expenditures on research and development incurred are listed as below: 31 December 2012 Current year additions 30 June 2013 Development costs 5,002,441.27 310,684.84 5,313,126.11 Expenditures on research and development incurred in 2013 amount to RMB 34,523,641.48(the year ended 30 June 2012:36,422,584.78);of which RMB 34,212,956.64(the year ended 30 June 2012:36,054,514.95) is recognised in profit or loss for the current period) is recognised in profit or loss for the current period, 310,684.84(the year ended 30 June 2012:368,069.83)is recognised as development costs.No research and development costs are capitialized. Current development of project expenditures for the period attributable proportion of 0.90% of total expenditures. Intangible assets formed from internal research composes 0% of the intangible assets book value in the period end. (15) Goodwill 30 June 2013 31 December 2012 Goodwill 85,228,833.15 85,228,833.15 Less: provision for impairment - - 85,228,833.15 85,228,833.15 The goodwill allocated to the asset groups and groups of asset groups are summarised by operating segments as follows: current year Current year Name of investees 31 December 2012 30 June 2013 addition decreases - 105 - Sinopharm Yanfeng 16,868,644.87 - - 16,868,644.87 Sinopharm Jiangmen 27,392,317.73 - - 27,392,317.73 Sinopharm Shaoguan 1,686,496.80 - - 1,686,496.80 Sinopharm Zhaoqing 2,594,341.53 - - 2,594,341.53 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 Sinopharm Dongguan 1,499.02 - - 1,499.02 Suzhou Wanqing 33,869,393.32 - - 33,869,393.32 Total 85,228,833.15 - - 85,228,833.15 As at 30 June 2013, management of the Group considered there was no impairment to goodwill recognised according to the impairment assessment. - 106 - V Notes to the consolidated financial statements (continued) (16) Long-term prepaid expenses 31 December 2012 Current year Current year 30 June 2013 additions amortisation Leasehold improvements 17,804,416.48 1,558,749.23 (2,165,259.71) 17,197,906.00 Others 1,938,573.97 320,200.08 (544,008.41) 1,714,765.64 19,742,990.45 1,878,949.31 (2,709,268.12) 18,912,671.64 (17) Deferred income tax assets and deferred income tax liabilities (a) Deferred income tax assets 30 June 2013 31 December 2012 Deferred income Deductible temporary Deferred income tax Deductible temporary tax assets differences assets differences Provision for accounts receivable 5,712,710.87 23,545,747.27 5,546,717.33 22,438,158.95 Provision for other receivables 3,123,667.33 13,316,089.51 3,093,982.75 13,121,370.71 Provision for declines in value of inventories 2,372,513.00 13,922,580.74 2,775,337.75 17,306,988.33 Provision for fixed assets impairment 157,622.95 630,491.80 161,012.70 644,050.78 Accrued expenses 12,588,142.33 75,197,956.18 6,724,770.78 43,761,198.02 Accrued payroll 10,050,323.09 52,993,627.95 12,339,208.94 62,680,920.93 Deferred revenue 10,819,130.75 72,126,669.53 10,590,957.10 70,603,980.67 Deductible losses 5,411,703.50 35,280,071.71 4,523,540.07 29,125,619.28 Provisions 5,510,000.00 22,040,000.00 - - Others 3,758,991.46 16,644,223.14 3,754,002.55 16,539,607.42 59,504,805.28 325,697,457.83 49,509,529.97 276,221,895.09 (b) Deferred income tax liabilities 30 June 2013 31 December 2012 Deferred income tax Deductible temporary Deferred income Deductible temporary liabilities differences tax liabilities differences - 107 - Business combination involving entities not under common control 9,867,222.28 44,578,466.13 10,275,178.70 46,737,223.16 Changes in fair value 12,010,784.14 48,043,136.53 12,409,124.61 49,636,498.44 Others 3,922,390.93 16,087,088.85 3,934,970.37 16,170,951.78 25,800,397.35 108,708,691.51 26,619,273.68 112,544,673.38 (c) As at 30 June 2013, the Group has not recognised deferred tax assets in respect of deductible losses and other deductible temporary differences are listed as below. 30 June 2013 31 December 2012 Deductible losses(Note(i)) 29,682,560.70 30,362,355.73 V Notes to the consolidated financial statements (continued) (17) Deferred income tax assets and deferred income tax liabilities (continued) (i) For those loss making subsidiaries, the Group does not recognize deferred tax assets arising from accumulated losses amounting to RMB 29,682,560.70 which are tax deductible under the tax law within 2013 to 2017. As at 30 June 2013, the unrecognised deferred tax assets in respect of deductible losses will be expired as follows 30 June 2013 31 December 2012 2013 173,556.90 173,556.90 2014 - - 2015 8,370,800.97 9,050,596.00 2016 16,478,931.41 16,478,931.41 2017 4,659,271.42 4,659,271.42 29,682,560.70 30,362,355.73 (18) Provision for asset impairment Reversal of Decrease written off 31 December amount in 2012 2012 Increases Reversal Written off 30 June 2013 Bad debt provision 35,559,529.66 40,000.00 2,225,690.30 (963,383.18) - 36,861,836.78 Including: Provision for ccounts receivable 22,438,158.95 40,000.00 1,962,489.51 (894,901.19) - 23,545,747.27 Provision for other receivables 13,121,370.71 - 263,200.79 (68,481.99) - 13,316,089.51 - 108 - Provision for declines in value of inventories 17,306,988.33 - 15,867,249.60 (321,898.00) (18,929,759.19) 13,922,580.74 Provision for investment property impairment 1,300,000.00 - - - - 1,300,000.00 Provision for intangible assets impairment 3,000,000.00 - - - - 3,000,000.00 57,166,517.99 40,000.00 18,092,939.90 (1,285,281.18) (18,929,759.19) 55,084,417.52 - 109 - V Notes to the consolidated financial statements (continued) (19) Other non-current assets 30 June 2013 31 December 2012 Medical reserve fund 45,185,639.33 40,053,062.53 Prepayment for equipment 9,517,705.00 3,684,662.00 Non-monetary compensation of resettlement 70,250,000.00 70,250,000.00 124,953,344.33 113,987,724.53 (20) Short-term borrowings (a) Category Currency 30 June 2013 31 December 2012 Unsecured borrowings(Note(i)) RMB 1,390,542,746.89 1,281,821,210.14 Guaranteed borrowings(Note(ii)) RMB 323,850,890.95 332,513,702.21 Pledged borrowings (Note(iii)) RMB 34,717,932.13 34,274,932.13 Discounted notes RMB 106,269,434.69 39,200,449.89 1,855,381,004.66 1,687,810,294.37 (i) As at 30 June 2013, unsecured borrowings of 1,192,542,746.89yuan(31 December 20112::1,019,821,210.14) are guaranteed by the Company and its subsidiaries. Unsecured borrowings of RMB 198,000,000.00(31 December 2012: RMB 262,000,000.00) are lent by Sinopharm Group Financial Co.,Ltd (‘Group Financial Co.’) (ii) As at 30 June 2013, bank borrowings of 323,850,890.95 RMB (31 December 2012: RMB332,513,702.21) are guaranteed by Sinopharm Group. (iii) As at 30 June 2013, accounts receivables with an amount of RMB 43,397,415.16 are pledged(Note V(3)(1)) as collateral for short-term borrowings of RMB 34,717,932.13. (iv) As at 30 June 2013, the weighted average interest rate of short-term borrowings is 5.47% per annum (31 December 2012: 5.42%). (b) As at 30 June 2013, there were no expired bank borrowings(31 December 2012: Nil). (21) Notes payable 30 June 2013 31 December 2012 Trade acceptance notes 403,691,190.73 336,196,648.99 Bank acceptance notes 859,689,500.75 769,078,889.25 1,263,380,691.48 1,105,275,538.24 - 110 - As at 30 June 2013, notes receivable of RMB 1,263,380,691.48 would be expired within 1 year (31 December 2012: RMB1,105,275,538.24). (a) Notes payable due to shareholders who holds more than 5% (including 5%) shares of the Company 30 June 2013 31 December 2012 Sinopharm Group (Note VI(5)) 68,008,027.90 32,434,104.02 - 111 - V Notes to the consolidated financial statements (continued) (21) Notes payable(continued) (b) Notes payable due to related parties As at 30 June 2013, there are notes payable of RMB279,405,446.37 due from related party (31 December 2012: RMB214,685,824.71), which is 22.12% of the total accounts receivable (31 December 2012:19.42%), refer to Note VI (5). (22) Accounts payable 30 June 2013 31 December 2012 Trade payable 3,503,374,828.56 3,197,354,275.46 (a) Accounts payable due from shareholders with more than 5% (including 5%) of the Company’s equity interest are analysed as below: 30 June 2013 31 December 2012 Sinopharm Group(Note VI(5)) 48,799,589.62 55,869,134.08 (b) Accounts payable due to related party As at 30 June 2013, there are accounts payable of RMB 340,084,074.24 due to related party (31 December 2012: RMB352,949,570.25), which accounts for 9.71% of the total accounts payable(31 December 2012: 11.04%).(Note VI(5)). (c) As at 30 June 2013, accounts payable of RMB 86,367,295.35 (31 December 2012: RMB 75,430,864.69) were aged over 1 year, which were mainly for quality deposit. Before the financial statement is approved, no such long aged accounts payable have been settled. (d) Accounts payable denominated in foreign currency as belows: 30 June 2013 31 December 2012 Foreign Currency Exchange RMB Foreign Currency Exchange RMB rate rate USD 2,403,917.00 6.1787 14,853,081.97 1,674,700.00 6.2855 10,526,326.85 (23) Advances from customers 30 June 2013 31 December 2012 Sales received in advance 26,505,579.35 35,002,695.02 As at 30 June 2013, there are RMB 5,785,910.96 of advances due to related party (31 December 2012: 450,782.23), which accounts for 21.83% of the total accounts payable(31 December 2012: 1.29%). (Note VI(5)). As at 30 June 2013, advances from customers of RMB 1,590,853.99 (31 December 2012: RMB1,687,040.75) were aged over 1 year. Before the financial statement is approved, no such long aged advances have been settled. - 112 - V Notes to the consolidated financial statements (continued) (24) Employee benefits payable 31 December 2012 Current year Current year 30 June 2013 additions reductions Wages and salaries, bonuses, allowances and subsidies 130,864,940.58 176,387,913.10 (205,899,708.76) 101,353,144.92 Staff welfare 142,310.00 13,021,539.42 (13,159,489.42) 4,360.00 Social security contributions 1,214,727.89 24,117,814.24 (24,129,961.00) 1,202,581.13 Including: Medical insurance 228,365.34 6,479,151.93 (6,473,245.61) 234,271.66 Basic pensions 859,408.80 15,471,198.17 (15,474,278.40) 856,328.57 Unemployment insurance 77,427.95 1,082,736.25 (1,094,101.82) 66,062.38 Work injury insurance 23,237.80 568,458.51 (567,328.65) 24,367.66 Maternity insurance 26,288.00 516,269.38 (521,006.52) 21,550.86 Housing funds 869,640.45 7,997,211.63 (7,732,511.17) 1,134,340.91 Supplemental pensions 718,519.21 1,992,943.56 (2,029,570.58) 681,892.19 Labor union funds and employee education funds 11,479,089.40 6,150,283.36 (4,285,395.37) 13,343,977.39 Compensation for employee dismission 2,637,073.09 203,170.99 290,928.86 3,131,172.94 Early retirement benefits 6,949,127.27 77,450.16 (1,199,578.21) 5,826,999.22 Others 1,118,980.31 4,227,707.42 (4,159,890.70) 1,186,797.03 155,994,408.20 234,176,033.88 (262,305,176.35) 127,865,265.73 As at 30 June 2013, there are no payroll payables in arrears. Most part of the payroll payables would be paid out in the coming year 2013. (25) Taxes payable 30 June 2013 31 December 2012 Enterprise income tax payable 39,814,454.81 27,804,706.06 Value-added-tax payable 22,203,694.46 9,283,848.26 Business tax payable 4,784,815.29 4,782,099.19 City maintenance and construction tax payable 4,562,454.53 4,217,729.73 Real estate tax payable 2,748,920.69 989,594.53 Stamp duty tax payable 1,287,580.16 719,058.90 Land use tax payable 1,049,607.25 855,659.63 Individual income tax payable 1,017,552.50 1,046,033.24 Educational surcharge payable 1,002,410.71 1,172,199.70 - 113 - Rivers management fee payable 912,657.98 518,694.99 Anti-flood fund payable 318,855.76 1,050.20 Water conservancy fund payable 4,222.50 - 79,707,226.64 51,390,674.43 (26) Interests payable Item Balance in 30 June 2013 Balance in 31 December 2012 Short term borrowing interests payable 107,142.12 148,115.50 Short-term financing bond interest 7,583,437.78 6,561,038.88 Long-term borrowing interests payable 14,386,666.67 6,326,666.69 Total 22,077,246.57 13,035,821.07 - 114 - V Notes to the consolidated financial statements (continued) (27) Other payables 30 June 2013 31 December 2012 Accrued selling and distribution expenses 193,297,496.20 159,665,190.99 Payables for construction in progress and equipment 27,914,428.58 33,092,434.64 Amount collected on behalf of third party 20,057,671.54 69,004,759.79 Deposit 11,641,924.24 13,243,877.98 Equity transaction payable 23,524,217.03 23,524,217.03 Compensation payment for suspension of chebei project(Note(i)) 12,620,000.00 12,620,000.00 Others 102,292,996.58 102,680,826.97 391,348,734.17 413,831,307.40 (a) Other payables due to shareholders with more than 5% (including 5%) of the Company’s equity interest are analysed as below: 30 June 2013 31 December 2012 Sinopharm Group(Note VI (5)) 5,650,696.87 3,930,696.87 (b) Other payables due to related party As at 30 June 2013, there are other payables of RMB18,611,660.22 due to related party (31 December 2012: RMB12,988,560.64), which accounts for 4.76% of the total other payables (31 December 2012: 3.14%). (Note VI(5)). (c) As at 30 June 2013, there are other payables of aging more than one year RMB 128,506,389.37 (31 December 2012: RMB86,616,880.71), which are mainly sales fee. As of the approval date of the financial report, the amount has not yet been finally liquidated. (28) Provisions 31 December 2012 Increases 30 June 2013 pending lawsuits (Nore(a)) - 22,040,000.00 22,040,000.00 - 115 - (a) In March, 2010, the Group signed a "Real estate transfer and corporation agreement"(hereinafter referred to as the "agreement") with a Real Estate Development Company, and aimed to develop real estate on the land together which the Group had use right. While the project has not been started then. In June, 2012, the Group determined to terminate the agreement due to the long-term development of the group. As at December 2012, the Group made compensation provision amounting to Rmb17.6M with best estimate, Less 4.98M which has been paid for terminated the contact, others is recognised as other payable. And till now, the amount is not paid out. The Group received a court decision of paying remaining amount above and also extra compensation of Rmb22.04M by Guangzhou Tianhe Court. The Group made a provision according to the court decision although they are not satisfied with result and already made a appeal to a higher court, The amount was also booked in non-operating expenses. - 116 - V Notes to the consolidated financial statements (continued) (29) Current portion of long-term borrowings 30 June 2013 31 December 2012 Promotion rewards program - due within one year 6,210,400.00 9,000,000.00 Current portion of long term borrowings (Note(a)) 62,762,494.00 62,127,275.00 68,972,894.00 71,127,275.00 (a) Current portion of long term borrowings 30 June 2013 31 December 2012 Unsecured borrowings 62,762,494.00 62,127,275.00 Details of top five current portion of long term borrowings are as below: Interest rate per 30 June 31 December Borrowing date Repayment date Currency annual(%) 2013 2012 Agricultural Bank of China 13 October 2010 5 September 2013 RMB 5.54% 10,000,000.00 10,000,000.00 Agricultural Bank 16 December of China 2010 5 September 2013 RMB 5.54% 10,000,000.00 10,000,000.00 Bank of Communications 28 February 2012 20 December 2013 RMB 6.77% 6,900,000.00 6,900,000.00 Bank of Communications 28 November 2011 20 June 2014 RMB 6.77% 3,624,984.00 - Bank of China 25 April 2012 28 December 2013 RMB 6.72% 3,490,500.00 3,490,500.00 34,015,484.00 30,390,500.00 (30) Other non-current liabilities 30 June 2013 31 December 2012 Short-term financing bond (Note(a)) 399,839,241.05 399,014,838.05 (a) In August 2012, the Company issued short-term bonds with a total face value of RMB 0.4 billion with 1-year terms for working capital purposes. The fixed annual coupon and effective interest rates of these bonds were 4.03% and 4.45%,respectively. (31) Long-term borrowings Currency 30 June 2013 31 December 2012 - 117 - Unsecured borrowings RMB 58,580,578.71 82,205,562.71 As at 30 June 2013, Bank unsecured borrowings of RMB51,156,228.71 (31 December 2012: 54,781,212.71), borrowed by Guangxi Logistic, a subsidiary, are guaranteed by the Company. Interest is paid every month and the principal is due for repayment on 20 December 2015; Bank unsecured borrowings of RMB 7,424,350.00 (31 December 2012: 27,424,350.00) borrowed by Zhijun Pharm, a subsidiary, are guaranted by the Company. Interest is paid every month and the principle will be repaid at the end of each quarter since 28 September, 2014. As at 30 June 2013, the weighted average interest rate of long term borrowings is 6.45% per annum(31 December 2012:6. 54%). - 118 - V Notes to the consolidated financial statements (continued) (31) Long-term borrowings(continued) (a) Details for top five long-term borrowings are as followings. Borrowing date Repayment date Currency Interest 30 June 2013 31 December rate per 2012 annum (%) Bank of Communications 20 December Guangxi Branch 31 March 2011 2015 RMB 6.400% 7,000,000.00 7,000,000.00 Bank of Communications Guangxi Branch 21 June 2011 20 December 2015 RMB 6.400% 5,640,882.00 5,640,882.00 Bank of Communications Guangxi Branch 10 October 2011 20 December 2014 RMB 6.400% 5,096,368.60 5,096,368.60 Bank of Communications Guangxi Branch 28 January 2011 20 December 2015 RMB 6.400% 4,000,000.00 4,000,000.00 Bank of Communications Guangxi Branch 23 February 2011 20 December 2015 RMB 6.400% 4,000,000.00 4,000,000.00 25,737,250.60 25,737,250.60 (32) Payables for specific projects 31 December 2012 Reduction 30 June 2013 Sepecial Funds granted by Government 852,000.00 - 852,000.00 Government grants for ERP system construction 435,000.00 - 435,000.00 Industrial technology funds 3,200,000.00 (161,000.00) 3,039,000.00 4,487,000.00 (161,000.00) 4,326,000.00 (33) Other non-current liabilities 30 June 2013 31 December 2012 Deferred income(Note(a)) 171,115,121.92 168,180,160.90 Medical reserve funds (Note(b)) 45,427,343.31 45,427,343.31 216,542,465.23 213,607,504.21 - 119 - V Notes to the consolidated financial statements (continued) (33) Other non-current liabilities(continued) (a) Deferred income 30 June 2013 31 December 2012 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 - Medication for Stomach disease R&D project 5,000,000.00 5,000,000.00 -New Cephalosporin R&D Project 2,135,134.18 2,440,380.94 -Nanning Logistics Project (completed) 6,141,898.23 6,277,100.67 Cefpirome Sulfate R&D Project 2,759,102.71 2,879,967.43 Shared logistics center(completed) (completed) 2,632,908.50 3,034,277.40 -Resettlement compansation 90,396,688.25 91,745,892.53 Cephalosporin solid preparations development project 15,000,000.00 15,000,000.00 Cephalosporin powder injection passing EU-GMP authentication 5,000,000.00 5,000,000.00 Other projects(in progress) 5,450,285.38 3,993,037.26 144,516,017.25 145,370,656.23 Promotion rewards program 26,599,104.67 22,809,504.67 171,115,121.92 168,180,160.90 (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. (34) Share capital 30 June 2013 31 December 2012 Listed shares with 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 As at 30 June 2013 and 31 December 2012,there is no change with share capital. - 120 - V Notes to the consolidated financial statements (continued) (35) Capital surplus Current year Current year 31 December 2012 addition reductions 30 June 2013 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 Other 520,000.00 161,000.00 - 681,000.00 5,550,338.57 161,000.00 - 5,711,338.57 Current year Current year 31 December 2011 addition reductions 31 December 2012 Capital surplus-- Business combination under common control 3,416,966.47 - (3,416,966.47) - 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 Other 288,000.00 232,000.00 - 520,000.00 8,735,305.04 232,000.00 (3,416,966.47) 5,550,338.57 (36) Surplus reserve 31 December 2012 Current year Current year 30 June 2013 addition reductions Statutory surplus reserve 99,360,384.15 - - 99,360,384.15 31 December 2011 Current year Current year 31 December 2012 addition reductions Statutory surplus reserve 63,480,745.16 35,879,638.99 - 99,360,384.15 - 121 - V Notes to the consolidated financial statements (continued) (37) Undistributed profits Year 2013.Jannuary to June Year 2012.Jannuary to December Appropriation Appropriation Amount rate Amount rate Opening balance of retained earnings(after adjusted) 1,382,882,906.24 989,727,826.66 Add:net profit attributable to the shareholders of the company 260,794,678.64 475,792,491.12 Less:appropriation of statutory surplus reserve (NoteV(35)) - (35,879,638.99) 10% Dividends (a) (51,866,892.00) (37,459,422.00) Other outflow (6,677.73) (9,298,350.55) Ending balance of retained earnings 1,591,804,015.15 1,382,882,906.24 (a) Pursuant to the resolution of General Meeting on 19 April 2013, cash dividends of RMB51,866,892.00 (RMB1.8 per 10 shares) was paid based on the issued shares of 288,149,400. (b) As on January 2013,the subsidiary of the Company, Sinopharm Guangzi have a capital increase of RMB6.7 million to Sinopharm Wuzhou when the minority shareholder’s percentage decreases from 0.3% to 0.1%. (38) Minority Interest Minority interests are analysed as below: 30 June 2013 31 December 2012 Sinopharm Liuzhou 37,911,403.51 33,861,951.95 Yanfeng Medical 26,342,231.95 23,859,797.47 Sinopharm Shaoguan 5,859,789.71 5,386,400.42 Sinopharm Wuzhou 6,924.27 33.40 70,120,349.44 63,108,183.24 (39) Sales and cost of sales Year 2013.Jannuary to June Year 2012.Jannuary to June Revenue of main operations 10,074,492,043.06 8,752,759,527.58 Other operating income 57,220,647.38 50,492,818.62 10,131,712,690.44 8,803,252,346.20 - 122 - Year 2013.Jannuary to June Year 2012.Jannuary to June Cost of main operations 9,249,427,107.76 7,939,928,339.40 Other operating expenses 30,028,197.77 28,023,405.86 9,279,455,305.53 7,967,951,745.26 - 123 - V Notes to the consolidated financial statements (continued) (39) Sales and cost of sales(continued) Revenue and cost of main operations (a) Revenue and cost of main operations analysed by industries are set out below: Year 2013.Jannuary to June Year 2012.Jannuary to June Revenue of Cost of main Revenue of Cost of main main operations operations main operations operations Pharmaceutical distribution 9,189,991,363.76 (8,720,715,328.37) 7,775,485,229.27 (7,342,662,624.94) Pharmaceutical manufacturing 861,761,411.80 (515,258,589.23) 958,587,821.60 (586,940,582.21) Logistics and freights 18,252,493.23 (11,687,475.17) 13,418,721.21 (8,388,634.09) Rental and training income 4,486,774.27 (1,765,714.99) 5,267,755.50 (1,936,498.16) 10,074,492,043.06 (9,249,427,107.76) 8,752,759,527.58 (7,939,928,339.40) (b) Top five customers are analysed as follows: The sales to top five customers of the Group amounted to RMB646,585,934.42, which accounted for 6.38% of the total revenue from main operations. Details are set out below: Revenue % of total sales of the Group GuangDong Province People's Hospital 162,065,961.76 1.60% Center for Disease Control and Prevention of Guangdong Province 146,213,856.38 1.44% The First Affiliated Hospital of GuangXi Medical University 139,430,274.97 1.38% Nanfang Hospital of Southern Medical University 101,778,019.38 1.00% Guangxi Zhuang Autonomous Region People's Hospital 97,097,821.93 0.96% 646,585,934.42 6.38% - 124 - V Notes to the consolidated financial statements (continued) (40) Tax and surcharges Item Year 2013.Jannuary to June Year 2012.Jannuary to June Business tax 3,062,195.30 6,025,659.72 City maintenance and construction tax 11,003,775.72 11,284,952.83 Educational surcharge 7,858,049.22 7,966,077.69 Others 1,402,211.43 1,372,969.63 Total 23,326,231.67 26,649,659.87 (41) Financial expenses – net Year 2013.Jannuary Year 2012.Jannuary to June to June Interest expenses 82,720,265.02 82,357,280.41 Less: interest income (2,292,175.64) (2,112,748.84) Exchange losses/(gains) 45,433.64 276,539.58 Others (4,004,872.19) 7,968,390.00 76,468,650.83 88,489,461.15 (42) Assets impairment losses Year 2013.Jannuary Year 2012.Jannuary to June to June Bad debts 1,262,307.12 2,065,816.30 Declines in values of inventories 15,545,351.60 6,322,397.59 16,807,658.72 8,388,213.89 (43) Investment income Year 2013.Jannuary Year 2012.Jannuary to June to June Share of profit of investees under equity method (Note a) 18,576,985.34 16,016,159.76 (a) The investment income from long-term investment under equity method represented the profit from Wanle Medical. There is no significant restriction on the remittance of investment income to the Group. - 125 - V Notes to the consolidated financial statements (continued) (44) Non-operating income Year 2013.Jannuary to Year 2012.Jannuary June to June Gain on disposal of fixed assets 32,537.89 172,051.62 Government grants (Note a) 12,384,950.86 17,984,705.34 Payment written off 9,425,827.28 - Others 292,414.61 952,409.97 22,135,730.64 19,109,166.93 Non-operating income is wholly classified as non-recurring profit and loss. (a) Government grants Year 2013.Jannuary Year Note to June 2012.Jannuary to June Government grants related to assets Resettlement compensation- 1,412,978.16 - Transfer from deferred amortization of assets amortization income Transfer from deferred Others 990,380.90 451,761.95 amortization income Government grants related to income Resettlement compansation - 11,771,909.83 Resettlement compansation Tax Return 7,052,996.58 - Tax Return Government-funded Fiscal interest discount interest discount 647,930.50 3,000,000.00 Government grants for Subsidy for medical medicine reserve reserve expenses - 419,146.56 Other 2,280,664.72 2,341,887.00 Subsidy for contribution 12,384,950.86 17,984,705.34 (45) Non-operating expenses Year 2013.Jannuary to Year 2012.Jannuary June to June - 126 - Losses on disposal of non-current assets 28,872.00 8,985,832.50 Donation - 202,000.00 Compensation payment for suspension of cooperation project 22,040,000.00 17,600,000.00 Others 50,189.64 3,126,420.02 22,119,061.64 29,914,252.52 Non-operating cost is wholly classified as non-recurring profit and loss. - 127 - V Notes to the consolidated financial statements (continued) (46) Income taxes expenses Year 2013.Jannuary Year 2012.Jannuary to June to June Current income tax 71,756,396.40 71,306,851.26 Deferred income tax (10,814,151.64) (7,359,069.09) 60,942,244.76 63,947,782.17 (47) 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: Year 2013.Jannuary Year 2012.Jannuary to June to June Consolidated net profit attributable to shareholders of the Company 260,794,678.64 240,033,990.64 Weighted average number of ordinary shares in issue 288,149,400.00 288,149,400.00 Basic earnings per share 0.905 0.833 Including: Basic earnings per share on going 0.905 0.833 (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 (2012: nil), the diluted earnings per share equals the basic earnings per share. (48) Notes on statement of cash flow items (a) Cash received relating to other operating activities Year 2013.Jannuary to June Year 2012.Jannuary to June - 128 - Government grants 4,603,595.22 9,266,182.51 Interest income 2,292,175.64 2,112,748.84 Others 31,927,452.16 42,840,503.98 38,823,223.02 54,219,435.33 - 129 - V Notes to the consolidated financial statements (continued) (48) Notes on statement of cash flow items (Continued) (b) Cash paid relating to other operating activities Year 2013.Jannuary to Year 2012.Jannuary June to June R&D expenses 34,212,956.64 36,054,514.95 Entertainment expenses 15,495,391.10 12,651,427.09 Advertising expenses 8,876,379.11 5,462,304.88 Rental expenses 6,541,396.42 5,414,283.78 Bank charges 4,928,733.17 7,967,890.00 Others 83,836,339.97 68,460,930.71 153,891,196.41 136,011,351.41 (c) Cash received relating to other investing activities Year 2013.Jannuary to Year 2012.Jannuary June to June Resettlement compensation (Note V(32)) - 50,000,000.00 (d) Cash received relating to other financing activities Year 2013.Jannuary Year 2012.Jannuary to June to June Entrusted borrowings borrowed from Sinopharm Group - 232,630,000.00 Other - 146,663,299.15 - 379,293,299.15 (e) Cash payments relating to other financing activities Year 2013.Jannuary Year 2012.Jannuary to June to June Repayment of entrusted borrowings lent by Sinopharm Group - 367,370,000.00 Others 48,947,088.25 - - 130 - 48,947,088.25 367,370,000.00 - 131 - V Notes to the consolidated financial statements (continued) (49) Supplementary information of cash flow statements (a) Supplementary information of cash flow statements Supplementary information Current Period Amount Last Period Amount 1.Reconciliation of net profit to cash flows from -- -- operating activities Net profit 267,800,167.11 243,210,512.66 Add: Provision for assets impairment 16,807,658.72 8,388,213.89 Depreciation of fixed assets and investment 45,450,272.17 40,088,819.40 propertie Amortisation of intangible assets 4,601,419.99 4,071,832.86 Amortisation of long-term prepaid 2,709,268.12 2,386,602.74 expenses Losses/(Gains) on disposal of fixed assets, (3,665.89) 8,813,780.88 intangible assets and other non-current assets Financial expenses 82,765,700.14 82,634,319.99 Investment income (18,576,985.34) (16,016,159.76) Increase of deferred tax assets (9,995,275.31) (4,050,396.74) Decrease of deferred tax liabilities (818,876.33) (2,834,957.31) (Increase)/ decrease of inventory (5,166,401.30) 24,862,393.79 Increase in operating receivables (902,816,610.27) (751,703,629.02) Increase in operating payables 732,402,755.13 480,460,939.36 Decrease in restricted cash 23,117,446.14 18,597,595.43 Net cash flow from operating activities 238,276,873.08 138,909,868.17 2. Movement of cash Cash at end of year 882,311,241.61 868,558,138.59 Less: cash at beginning of year 920,748,043.53 907,884,162.14 Less: cash at beginning of year (38,436,801.92) (39,326,023.55) - 132 - V Notes to the consolidated financial statements (continued) (49) Notes to cash flow statement (continued) (b) Acquisition of subsidiaries and operating unit Current Period Supplimentary Information Last Period Amount Amount Information on acquired subsidiaries and other operating unit -- -- 1.Price paied for acquiring subsidiaries and other operating unit - 65,560,000.00 2.Consideration settled in cash - 47,592,000.00 Less: cash and cash equivalents in the - 22,973,111.76 subsidiaries and business acquired 3.Net cash outflow of acquiring subsidiaries and other operating unit - 24,618,888.24 4.Net asset of acquiring subsidiaries - 12,473,340.74 Current asset - 209,109,746.10 Non-current asset - 661,710.01 Current liabilities - 197,298,115.37 (c) Cash Year 2013.Jannuary Year 2012.Jannuary to June to June Cash at end of year 882,311,241.61 868,558,138.59 Including: Cash on hand 45,748.49 67,571.77 Call deposits with banks 882,265,493.12 868,490,566.82 Restricted cash 10,126,580.95 26,468,409.99 Cash at bank and on hand 892,437,822.56 895,026,548.58 - 133 - VI Related party relationships and significant related party transactions (1) General information of the parent company: Holding share Voting Ultimate Name of (%) from Related Registered proportion (%) Controlling the parent parent Relation Capital from parent party of this company company to Enterpris Place of Legal Principal enterprise this enterprise company to e Type registration representative business this enterprise Company Controlling limited by Sinopharm 240,262,529.90 38.33% 38.33% Sinopharm shareholder shares Group Group (listed) Shanghai Wei Yulin Business (2) Associates Name of the Enterprise Place of Legal Principal Register % interest % voting Relationship Investee Type Registration Representative business capital held rights Wanle Foreign Medicine USD Shenzhen 35.19% 33.33% Associates Medical capital Yan Zhigang manufacture 19,544,550 (3) Other related parties Names of other related parties Relationship with the Company Sinopharm Holding Sub Marketing Center Co., Ltd. Controlled by Sinopharm Group China National Medicines Co.,Ltd. Controlled by Sinopharm Group Sinopharm Holding Hunan Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Jiangsu Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Beijing Co., Ltd. Controlled by Sinopharm Group Guangdong Dong Fang Uptodate & Special Medicines Co.Ltd Controlled by Sinopharm Group Foshan Nanhai Uptodate & Special Medicines Co.,Ltd. Controlled by Sinopharm Group Sinopharm Holding Guizhou Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Zhangzhou Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Beijing Huahong Co.Ltd Controlled by Sinopharm Group Sinopharm Group Chemical Reagent Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Hainan Co., Ltd. Controlled by Sinopharm Group Sinopharm Yixin Medicine Co.,Ltd. Controlled by Sinopharm Group Sinopharm Holding Fuzhou Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Suzhou Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Fujian Co., Ltd. Controlled by Sinopharm Group Foshan Nanhai Medicine Co.,Ltd. Controlled by Sinopharm Group Sinopharm Group Guorui Medicine Co.,Ltd. Controlled by Sinopharm Group Sinopharm Group Chemical Reagent Suzhou Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Hainan Hongyi Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Hubei Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Sanyi Medicine (Wuhu) Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Guoda Drug Store Guangdong Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Putian Co., Ltd. Controlled by Sinopharm Group - 134 - Sinopharm Group Medicine Logistic Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Yunnan Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Pharmaceutical Chain Co., Ltd Controlled by Sinopharm Group Names of other related parties Relationship with the Company Sinopharm Group (Tianjin) Eastern Bokang Pharmaceutical Co., Ltd. Controlled by Sinopharm Group Sinopharm Group Xinjiang Special Drugs National Pharmaceutical Co.,Ltd. Controlled by Sinopharm Group Sinopharm Holding Ningxia Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Tianjin Co., Ltd. Controlled by Sinopharm Group Sinopharm Group Southwest Medicine Co., Ltd Controlled by Sinopharm Group Sinopharm Guoda Drug Store Guangxi Chain Co.,Ltd Controlled by Sinopharm Group Sinopharm Holding Shandong Co., Ltd. Controlled by Sinopharm Group Sinopharm Le -Ren-Tang Medicine Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Zhejiang Co.Ltd Controlled by Sinopharm Group Sinopharm Holding Nantong Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Gansu Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Shenyang Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Xinjiang Special Drugs Western Pharmaceutical Co.,Ltd. Controlled by Sinopharm Group Sinopharm Holding Wenzhou Co., Ltd Controlled by Sinopharm Group Sinopharm Holding Chongqing Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Jinzhou Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Shanxi Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Yangzhou Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Shanxi Co., Ltd Controlled by Sinopharm Group Sinopharm Holding Henan Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Heilongjiang Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Xuzhou Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Shanxi Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Linyi Co., Ltd Controlled by Sinopharm Group Sinopharm Holding Jilin Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Guoda Pharmaceutical Chain Co., Ltd Controlled by Sinopharm Group Sinopharm Holding Yangzhou Co., Ltd. Western Medicine Branch Company Controlled by Sinopharm Group Sinopharm Holding Wuxi Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Guoda Pharmacy Co.,Ltd Controlled by Sinopharm Group Sinopharm Holding Inner Mongolia Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Taizhou Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Yancheng Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Tianjin North Medicine Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Dalian Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Shanghai Likang Pharmaceutical Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Changzhou Medical logistics center Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Longyan Co., Ltd. Controlled by Sinopharm Group Shanghai Yunnuo Marketing Consulting Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Ningde Co., Ltd. Controlled by Sinopharm Group - 135 - Sinopharm Holding Qinghai Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Jiangxi Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Changde Co., Ltd. Controlled by Sinopharm Group - 136 - Related party Relationship with the Company Sinopharm Holding Wuhu Co., Ltd Controlled by Sinopharm Group Sinopharm Holding Yantai Co., Ltd Controlled by Sinopharm Group Sinopharm Holding Anqing Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Huaian Co.,Ltd Controlled by Sinopharm Group Sinopharm Holding Changzhou Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Xinjiang New Kashi Pharmaceutical Co.,Ltd Controlled by Sinopharm Group Sinopharm Holding Anhui Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Sanming Co., Ltd Controlled by Sinopharm Group Heilongjiang Sinopharm Medical Herbs Co.,Ltd. Controlled by Sinopharm Group Sinopharm Holding Jinan Co., Ltd. Controlled by Sinopharm Group Shanghai Wanli Medical Beauty Clinic Co., Ltd. Controlled by Sinopharm Group Shanxi Guoyi Pharmacy Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Chifeng Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding HongKong Co.,Ltd Controlled by Sinopharm Group Sinopharm Jiankun(Beijing) Medicine Co., Ltd. Controlled by Sinopharm Group Sinopharm Jiayuan International Trade Company Controlled by Sinopharm Group Sinopharm Holding Shiyan Co.,Ltd Controlled by Sinopharm Group Sinopharm Xinjiang Korla Pharmaceutical Co.,Ltd Controlled by Sinopharm Group Sinopharm Holding Xinjiang Xinte Karamay Pharmaceutical Co., Ltd Controlled by Sinopharm Group Sinopharm Holding Jingmen Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Anyang Co.,Ltd Controlled by Sinopharm Group Sinopharm Holding Zhoukou Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Lishui Co., Ltd Controlled by Sinopharm Group Sinopharm Jiankang Industry(Shanghai) Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Kaifeng Co.,Ltd Controlled by Sinopharm Group Sinopharm Holding Jingzhou Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Medical Devices Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Qian Southwest Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Siping Co., Ltd Controlled by Sinopharm Group Shanghai Donghong Pharmaceutical Co., Ltd Controlled by Sinopharm Group Sinopharm Holding Huyong Pharmaceutical(Shanghai)Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Xinyu Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Hebei Medcine Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Nanjing Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Guoda Pharmacy Guangzhou Chain Co., Ltd. in Controlled by Sinopharm Group Sinopharm Holding Shenyang Co., Ltd. Dalian Branch Controlled by Sinopharm Group Sinopharm Holding Xinjiang Hami Pharmaceutical Co., Ltd Controlled by Sinopharm Group Sinopharm Holding Xinjiang Special Ginsheng and Pilose Pharmaceutical Co.,Ltd. Controlled by Sinopharm Group Sinopharm Holding Qujing Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Xinjiang Yili Tongde Pharmaceutical Co., Ltd Controlled by Sinopharm Group Sinopharm Holding Jiangsu Co., Ltd. Taizhou Branch Controlled by Sinopharm Group Sinopharm Holding Nanyang Co., Ltd. Controlled by Sinopharm Group - 137 - Related party Relationship with the Company Sinopharm Holding Guoda Drugstore Shenyang Chain Co.,Ltd Controlled by Sinopharm Group Sinopharm Holding Xiangxi Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Beijing Tianxing Puxin Biological Medical Co.,Ltd Controlled by Sinopharm Group Sinopharm Holding Qingyang Co.,Ltd Controlled by Sinopharm Group Sinopharm Holding Shangluo Co.,Ltd Controlled by Sinopharm Group Sinopharm Holding Meitai Medical Equipment (Shanghai) Co.,Ltd Controlled by Sinopharm Group Wuhu Sanyi Pharmaceutical Co., Ltd. Controlled by Sinopharm Group Sinopharm Holding Liaocheng Co., Ltd. Controlled by Sinopharm Group Chengdu Rongsheng Pharmacy Co., Ltd. Controlled by CNPGC Guang dong South National Pharmaceutical Foreign Trade Co.,Ltd. Controlled by CNPGC Foshan Yingtian Pharmaceutical trading Co., Ltd Controlled by CNPGC Wuhan Institute of Biological Products Co. Ltd Controlled by CNPGC Yingtian Pharmaceutical Group Co., Ltd. Controlled by CNPGC Lanzhou Institute of Biological Products Co., Ltd. Controlled by CNPGC Sinopharm Group Wei qida Medicine Co., Ltd Controlled by CNPGC China National Pharmaceutical Foreign Trade Corporation Controlled by CNPGC Shanghai Shyndec Pharmaceutical Co., Ltd. Controlled by CNPGC Shanghai Institute of Biological Products Co. Ltd Controlled by CNPGC Sinopharm Group Rongsheng Pharmaceutical Co.,Ltd Controlled by CNPGC Shandong Luya Pharmaceutical Co., Ltd Controlled by CNPGC Shanghai Modern Hasen (Shangqiu) Pharmacertical Co.Ltd Controlled by CNPGC Hunan Dongting Pharmaceutical Co., Ltd. Controlled by CNPGC Sinopharm Group Shanghai Medicine Device Co., Ltd. Controlled by CNPGC Guangdong Global Pharmaceutical Co., Ltd. Controlled by CNPGC Qinghai Pharmaceutical Factory Co.,Ltd Controlled by CNPGC Sichuan Jiang You Zhong Ba Science and Technology Development Co.,Ltd. Controlled by CNPGC Qinghai Medical Materials Corporation Controlled by CNPGC China National Scientific Instruments & Materials Corporation Controlled by CNPGC Sinopharm Group Financial Co.,Ltd Controlled by CNPGC Reed Sinopharm Exhibitions Co., Ltd. Controlled by CNPGC Beijing Fusheng Tiandi Property Management Ltd. Controlled by CNPGC Sinopharm Group Financial Co.,Ltd Controlled by CNPGC Sinopharm Chongqing Pharmaceutical and Medical Industry Design Institute Controlled by CNPGC Shanghai Pharmaceutial Industry Research Institute Controlled by CNPGC Guilin Huagui Sinopharm associate company Controlled by CNPGC Foshan Dezhong Pharmaceutical Co., Ltd Controlled by CNPGC Wuhan Zhonglian Pharmaceutical Group Co. LtD Controlled by CNPGC Sinopharm Group Beijing Medical equipment Co.,Ltd Controlled by CNPGC Wuhan Zhonglian Pharmaceutical Group Co. LtD Controlled by CNPGC Foshan Fengliaoxing Pharmaceutical Co., Ltd Controlled by CNPGC China National Pharmaceutical Group Shanghai Co.,Ltd Controlled by CNPGC China National Corp of Traditional and Herbal Medicine Controlled by CNPGC - 138 - Sinopharm United Engineering Corporation Controlled by CNPGC Related party Relationship with the Company Jiangsu Wanbang Pharmacy Marketing Co., Ltd. Subsdiary of Fosun Pharm Chongqing Yaoyou Pharmaceutical Co.,Ltd. Subsdiary of Fosun Pharm Chongqing Haisiman Pharmaceutical Co.,Ltd. Subsdiary of Fosun Pharm Guilin South pharmaceutical Co., Ltd Subsdiary of Fosun Pharm Handan Pharmaceutical Co.,Ltd Subsdiary of Fosun Pharm Shanghai Chaohui Pharmecurical Co., Ltd. Subsdiary of Fosun Pharm Sichuan Hexin Pharmaceutical Co.,Ltd. Subsdiary of Fosun Pharm Shanghai Fosun Pharmaceutical Co., Ltd. Subsdiary of Fosun Pharm Shenyang Hongqi Pharmaceutical Co.,Ltd. Subsdiary of Fosun Pharm Yang Wenjie Minority interest of subsidiary Tan Min Minority interest of subsidiary Jiang Jianmin Minority interest of subsidiary Zhou Weilin Minority interest of subsidiary Fang Zhongqing Minority interest of subsidiary Kang Liting Minority interest of subsidiary Family member of Minority interest of Wang Yang subsidiary Sino-Swed Pharmaceutical Corp.Ltd. Associate of Sinopharm Group China Otsuka Pharmaceutical Co.,Ltd. Associate of Sinopharm Group Yichang Humanwell Pharmaceutical Co.,Ltd. Associate of Sinopharm Group Shanghai Sailun Biological Technology Co.,Ltd. Associate of Sinopharm Group Xiamen Xingsha Huaideju Pharmaceutical Co.,Ltd Subsidiary of associate of Sinopharm Group China Pharmaceutical Group Corporation Ultimate benefit owner Changchun Changsheng Gene Pharmaceutical Co., Ltd Ultimate Associate of Sinopharm Group Sinopharm Group The Parent company Wanle Medical Associate of Sinopharm Group Sinopharm Holding Dezhou Co., Ltd. Controlled by Sinopharm Group Lanzhou Institute of Biological Technology Development Co., Ltd. Controlled by CNPGC Sinopharm Holding Shangqiu Co., Ltd. Controlled by Sinopharm Group Foshan Nanhai Pharmaceutical Group Co., Ltd. Controlled by Sinopharm Group Sinopharm Group United Medical Equipment Co.,Ltd Controlled by CNPGC Shenzhen Wanwei Medicine trading Co., Ltd Controlled by Wanle JIang Meng Renren Medical instrument Co., ltd Controlled by subsidiary's key management Shaoguan Wujiang Muyang Medicine information cousulting Co.,Ltd Controlled by Minority interest of subsidiary - 139 - VI Related party transactions (continued) (4) Related party transactions (a) Purchase of goods Year 2013 January to June Year 2012 January to June Pricing Amount % of same Amount % of same Related party policies (RMB’0000) transaction (RMB’0000) transaction Sinopharm Holding Sub Marketing Market price Center Co., Ltd. 47,304.67 5.09% 42,918.64 5.57% Sinopharm Group Market price 24,151.00 2.60% 18,916.30 2.45% China National Medicines Co.,Ltd. Market price 12,882.76 1.38% 10,912.70 1.42% Sino-Swed Pharmaceutical Corp.Ltd. Market price 4,180.62 0.45% 3,939.17 0.51% Chengdu Rongsheng Pharmacy Co., Ltd. Market price 3,133.32 0.34% - 0.00% Wanle Medical Market price 2,069.99 0.22% 1,951.11 0.25% Guang dong South National Market price Pharmaceutical Foreign Trade Co.,Ltd. 1,942.21 0.21% 715.87 0.09% Foshan Yingtian Pharmaceutical trading Market price Co., Ltd 1,174.29 0.13% - 0.00% Jiangsu Wanbang Pharmacy Marketing Market price Co., Ltd. 1,112.72 0.12% 725.77 0.09% Wuhan Institute of Biological Products Market price Co. Ltd 1,043.50 0.11% - 0.00% Shenzhen Wanwei Medicine trading Co., Market price Ltd 981.19 0.11% 407.92 0.05% Lanzhou Institute of Biological Products Market price Co., Ltd. 835.22 0.09% - 0.00% Sinopharm Holding Hunan Co., Ltd. Market price 784.74 0.08% 6.77 0.00% Chongqing Yaoyou Pharmaceutical Market price Co.,Ltd. 710.32 0.08% 494.00 0.06% Chongqing Haisiman Pharmaceutical Market price Co.,Ltd. 507.81 0.05% 508.17 0.07% Sinopharm Group Wei qida Medicine Market price Co., Ltd 428.11 0.05% 672.00 0.09% Sinopharm Holding Jiangsu Co., Ltd. Market price 198.06 0.02% - 0.00% Sinopharm Holding Beijing Co., Ltd. Market price 158.89 0.02% 244.05 0.03% China National Pharmaceutical Foreign Market price Trade Corporation 123.84 0.01% - 0.00% Shanghai Shyndec Pharmaceutical Co., Market price Ltd. 121.90 0.01% 29.97 0.00% Guangdong Dong Fang Uptodate & Market price Special Medicines Co. 105.96 0.01% 222.69 0.03% Foshan Nanhai Uptodate & Special Market price Medicines Co.,Ltd. 94.87 0.01% 82.18 0.01% Sinopharm Holding Guizhou Co., Ltd. Market price 93.34 0.01% 578.15 0.07% Sinopharm Holding Zhangzhou Co., Ltd. Market price 93.16 0.01% 0.35 0.00% Sinopharm Holding Beijing Huahong Market price Co.Ltd 77.20 0.01% - 0.00% Shanghai Institute of Biological Products Market price Co. Ltd 67.55 0.01% - 0.00% Sinopharm Group Rongsheng Market price Pharmaceutical Co.,Ltd 62.95 0.01% - 0.00% Sinopharm Group Chemical Reagent Market price Co., Ltd. 57.48 0.01% 48.14 0.01% - 140 - Sinopharm Holding Hainan Co., Ltd. Market price 42.65 0.00% 29.44 0.00% Shandong Luya Pharmaceutical Co., Ltd Market price 41.79 0.00% - 0.00% Sinopharm Yixin Medicine Co.,Ltd. Market price 29.02 0.00% 12.23 0.00% Sinopharm Holding Fuzhou Co., Ltd. Market price 27.39 0.00% - 0.00% Next page 104,638.52 11.25% 83,415.62 10.80% - 141 - VI Related party transactions (continued) (4) Related party transactions (continued) (a) Purchase of goods (continued) Year 2013 January to June Year 2012 January to June Pricing Amount % of same Amount % of same Related party policies (RMB’0000) transaction (RMB’0000) transaction continued 104,638.52 11.25% 83,415.62 10.80% China Otsuka Pharmaceutical Co.,Ltd. Market price 24.97 0.00% 9.73 0.00% Sinopharm Holding Suzhou Co., Ltd. Market price 21.80 0.00% 1.28 0.00% Yingtian Pharmaceutical Group Co., Ltd. Market price 21.00 0.00% - 0.00% Guilin South pharmaceutical Co., Ltd Market price 20.25 0.00% 15.28 0.00% Sinopharm Holding Fujian Co., Ltd. Market price 18.64 0.00% 354.48 0.05% Foshan Nanhai Medicine Co.,Ltd. Market price 18.11 0.00% 15.79 0.00% Handan Pharmaceutical Co.,Ltd Market price 13.66 0.00% 2.56 0.00% Sinopharm Group Guorui Medicine Co.,Ltd. Market price 12.25 0.00% 1.24 0.00% Shanghai Modern Hasen (Shangqiu) Pharmacertical Co.Ltd Market price 9.09 0.00% 8.04 0.00% Sinopharm Holding Dezhou Co., Ltd. Market price 5.87 0.00% - 0.00% Sinopharm Group Chemical Reagent Suzhou Co., Ltd. Market price 4.52 0.00% 19.35 0.00% Hunan Dongting Pharmaceutical Co., Ltd. Market price 3.97 0.00% - 0.00% Sinopharm Holding Hainan Hongyi Co., Ltd. Market price 3.49 0.00% - 0.00% Shenyang Hongqi Pharmaceutical Co.,Ltd. Market price 3.24 0.00% 2.70 0.00% Yichang Humanwell Pharmaceutical Co.,Ltd. Market price 2.87 0.00% 3.31 0.00% Sinopharm Group Shanghai Medicine Device Co., Ltd. Market price 1.79 0.00% 2.16 0.00% Sinopharm Holding Pharmaceutical Chain Co., Ltd Market price 1.33 0.00% 1.19 0.00% Sinopharm Holding Hubei Co., Ltd. Market price 0.79 0.00% - 0.00% Shanghai Sailun Biological Technology Co.,Ltd. Market price 0.27 0.00% - 0.00% Sinopharm Holding Sanyi Medicine (Wuhu) Co., Ltd. Market price 0.17 0.00% - 0.00% Shanghai Chaohui Pharmecurical Co., Ltd. Market price - 0.00% (0.11) 0.00% Guangdong Global Pharmaceutical Co., Ltd. Market price (0.01) 0.00% - 0.00% Sinopharm Holding Guoda Drug Store Guangdong Co., Ltd. Market price (0.03) 0.00% 8.18 0.00% Qinghai Pharmaceutical Factory Co.,Ltd Market price - 0.00% 410.89 0.05% Sinopharm Holding Putian Co., Ltd. Market price - 0.00% 79.81 0.01% Sinopharm Group Medicine Logistic Co., Ltd. Market price - 0.00% 74.62 0.01% Lanzhou Institute of Biological Technology Development Co., Ltd. Market price - 0.00% 26.51 0.00% - 142 - Sinopharm Holding Yunnan Co., Ltd. Market price - 0.00% 12.53 0.00% Sichuan Jiang You Zhong Ba Science and Technology Development Co.,Ltd. Market price - 0.00% 2.08 0.00% Sinopharm Group United Medical Equipment Co.,Ltd Market price - 0.00% (0.36) 0.00% Total 104,826.56 11.25% 84,466.88 10.92% - 143 - VI Related party transactions (continued) (4) Related party transactions (continued) (b) Sales of goods Year 2013 January to June Year 2012 January to June Pricing Amount % of same Amount % of same Related party policies (RMB’0000) transaction (RMB’0000) transaction Sinopharm Holding Hunan Co., Ltd. Market price 6,897.20 0.68% 5,524.88 0.63% Foshan Nanhai Uptodate & Special Medicines Co.,Ltd. Market price 6,723.28 0.67% 5,104.10 0.58% Sinopharm Holding Hubei Co., Ltd. Market price 3,428.67 0.34% 4,221.10 0.48% Sinopharm Holding Guoda Drug Store Guangdong Co., Ltd. Market price 3,382.18 0.34% 4,114.39 0.47% Sinopharm Holding Beijing Huahong Co.Ltd Market price 3,259.54 0.32% 2,363.66 0.27% Sinopharm Holding Hainan Co., Ltd. Market price 2,911.68 0.29% 2,150.16 0.25% Chongqing Yaoyou Pharmaceutical Co.,Ltd. Market price 2,625.23 0.26% 4,012.31 0.46% Sinopharm Holding Beijing Co., Ltd. Market price 2,618.69 0.26% 4,260.17 0.49% Foshan Nanhai Medicine Co.,Ltd. Market price 2,485.62 0.25% 1,543.60 0.18% Sinopharm Group (Tianjin) Eastern Bokang Pharmaceutical Co., Ltd. Market price 2,451.50 0.24% 2,431.56 0.28% Sinopharm Group Xinjiang Special Drugs National Pharmaceutical Co.,Ltd. Market price 2,171.71 0.22% 1,241.23 0.14% Sinopharm Holding Ningxia Co., Ltd. Market price 1,950.19 0.19% 1,526.55 0.17% Sinopharm Holding Tianjin Co., Ltd. Market price 1,936.98 0.19% 1,305.30 0.15% Sinopharm Group Southwest Medicine Co., Ltd Market price 1,909.04 0.19% 4,196.39 0.48% Sinopharm Guoda Drug Store Guangxi Chain Co.,Ltd Market price 1,720.06 0.17% 1,524.92 0.17% Sinopharm Holding Shandong Co., Ltd. Market price 1,653.61 0.16% 1,159.86 0.13% Sinopharm Le -Ren-Tang Medicine Co., Ltd. Market price 1,532.53 0.15% 1,240.94 0.14% Sinopharm Holding Zhejiang Co.Ltd Market price 1,461.43 0.15% 1,434.26 0.16% Sinopharm Holding Sub Marketing Center Co., Ltd. Market price 1,354.53 0.13% 1,351.38 0.15% Sinopharm Holding Nantong Co., Ltd. Market price 1,349.61 0.13% 842.78 0.10% Sinopharm Holding Hainan Hongyi Co., Ltd. Market price 1,321.37 0.13% 1,045.83 0.12% Sinopharm Holding Gansu Co., Ltd. Market price 1,018.11 0.10% 900.12 0.10% Sinopharm Holding Shenyang Co., Ltd. Market price 985.36 0.10% 1,824.09 0.21% Sinopharm Holding Xinjiang Special Drugs Western Pharmaceutical Co.,Ltd. Market price 941.24 0.09% 1,420.46 0.16% Sinopharm Group Market price 928.88 0.09% 1,245.75 0.14% Sinopharm Holding Wenzhou Co., Ltd Market price 818.87 0.08% 711.26 0.08% Sinopharm Holding Yunnan Co., Ltd. Market price 778.36 0.08% 1,184.37 0.14% Sinopharm Holding Chongqing Co., Ltd. Market price 765.58 0.08% 672.75 0.08% - 144 - Sinopharm Holding Jinzhou Co., Ltd. Market price 736.32 0.07% 545.92 0.06% Sinopharm Holding Fuzhou Co., Ltd. Market price 717.26 0.07% 561.17 0.06% Guangdong Dong Fang Uptodate & Special Medicines Co. Market price 585.90 0.06% 686.29 0.08% Sinopharm Group Wei qida Medicine Co., Ltd Market price 547.04 0.05% 72.38 0.01% Sinopharm Holding Shanxi Co., Ltd. Market price 442.36 0.04% 1,118.79 0.13% China National Medicines Co.,Ltd. Market price 435.01 0.04% 439.78 0.05% Sinopharm Holding Yangzhou Co., Ltd. Market price 417.94 0.04% 589.20 0.07% Next page 65,262.88 6.45% 64,567.70 7.37% - 145 - VI Related party transactions (continued) (4) Related party transactions (continued) (b) Sales of goods (continued) Year 2013 January to June Year 2012 January to June Pricing Amount % of same Amount % of same Related party policies (RMB’0000) transaction (RMB’0000) transaction continued 65,262.88 6.45% 64,567.70 7.37% Sinopharm Holding Shanxi Co., Ltd Market price 402.75 0.04% - 0.00% Sinopharm Holding Henan Co., Ltd. Market price 373.18 0.04% 378.72 0.04% Sinopharm Holding Heilongjiang Co., Ltd. Market price 334.99 0.03% 263.64 0.03% Sinopharm Holding Xuzhou Co., Ltd. Market price 313.37 0.03% 179.22 0.02% Sinopharm Holding Shanxi Co., Ltd. Market price 263.93 0.03% 297.52 0.03% Shanghai Chaohui Pharmecurical Co., Ltd. Market price 247.95 0.02% 157.18 0.02% Sinopharm Holding Linyi Co., Ltd Market price 180.02 0.02% - 0.00% Sinopharm Holding Jilin Co., Ltd. Market price 179.49 0.02% 254.26 0.03% Sinopharm Holding Guizhou Co., Ltd. Market price 174.72 0.02% 128.81 0.01% Sinopharm Holding Guoda 133.93 0.01% Pharmaceutical Chain Co., Ltd Market price - 0.00% Sinopharm Holding Yangzhou Co., Ltd. Western Medicine Branch 126.82 0.01% Company Market price 141.25 0.02% Sinopharm Holding Wuxi Co., Ltd. Market price 110.38 0.01% 92.42 0.01% Sinopharm Holding Fujian Co., Ltd. Market price 105.72 0.01% 622.80 0.07% Sinopharm Holding Suzhou Co., Ltd. Market price 103.12 0.01% 118.11 0.01% Sinopharm Holding Guoda Pharmacy Co.,Ltd Market price 101.96 0.01% 121.68 0.01% Sinopharm Holding Inner Mongolia Co., Ltd. Market price 101.42 0.01% 207.85 0.02% Sinopharm Holding Taizhou Co., Ltd. Market price 99.50 0.01% 116.38 0.01% Sinopharm Holding Yancheng Co., Ltd. Market price 97.64 0.01% 92.51 0.01% Sinopharm Holding Tianjin North Medicine Co., Ltd. Market price 95.87 0.01% 104.60 0.01% Sinopharm Holding Dalian Co., Ltd. Market price 85.47 0.01% 86.86 0.01% Guang dong South National Pharmaceutical Foreign Trade Co.,Ltd. Market price 83.21 0.01% 121.77 0.01% Sinopharm Holding Jiangsu Co., Ltd. Market price 96.81 0.01% 78.81 0.01% Sinopharm Holding Shanghai Likang Pharmaceutical Co., Ltd. Market price 76.52 0.01% 12.67 0.00% Sinopharm Holding Changzhou Medical logistics center Co., Ltd. Market price 64.21 0.01% 22.26 0.00% Sinopharm Holding Longyan Co., Ltd. Market price 63.89 0.01% 135.66 0.02% Shanghai Yunnuo Marketing Consulting Co., Ltd. Market price 63.26 0.01% - 0.00% Sinopharm Holding Ningde Co., Ltd. Market price 63.05 0.01% 155.43 0.02% Sinopharm Holding Qinghai Co., Ltd. Market price 44.70 0.00% 0.98 0.00% Sinopharm Holding Jiangxi Co., Ltd. Market price 38.31 0.00% 31.64 0.00% - 146 - JIang Meng Renren Medical instrument Co., ltd Market price 34.07 0.00% 16.88 0.00% Sinopharm Holding Changde Co., Ltd. Market price 59.28 0.01% 83.51 0.01% Sinopharm Holding Wuhu Co., Ltd Market price 22.05 0.00% 27.29 0.00% Sinopharm Holding Putian Co., Ltd. Market price 19.63 0.00% 34.50 0.00% Sinopharm Holding Yantai Co., Ltd Market price 16.13 0.00% 35.10 0.00% Sinopharm Holding Anqing Co., Ltd. Market price 14.32 0.00% 11.77 0.00% Sinopharm Holding Huaian Co.,Ltd Market price 10.30 0.00% - 0.00% Next page 69,664.85 6.89% 68,699.78 7.80% - 147 - VI Related party transactions (continued) (4) Related party transactions (continued) (b) Sales of goods (continued) Year 2013 January to June Year 2012 January to June Pricing Amount % of same Amount % of same Related party policies (RMB’0000) transaction (RMB’0000) transaction continued 69,664.85 6.89% 68,699.78 7.80% Sinopharm Holding Changzhou Co., Ltd. Market price 9.62 0.00% 7.30 0.00% China Pharmaceutical Group Corporation Market price 8.94 0.00% - 0.00% Sinopharm Holding Guoda Pharmacy Guangzhou Chain Co., Ltd. in Market price 8.35 0.00% 37.74 0.00% Sinopharm Holding Xinjiang New Kashi Pharmaceutical Co.,Ltd Market price 7.30 0.00% 22.33 0.00% Sinopharm Holding Anhui Co., Ltd. Market price 7.18 0.00% 186.20 0.02% Sinopharm Holding Sanming Co., Ltd Market price 7.11 0.00% 4.46 0.00% Heilongjiang Sinopharm Medical Herbs Co.,Ltd. Market price 6.86 0.00% 9.44 0.00% Sinopharm Holding Jinan Co., Ltd. Market price 4.82 0.00% 17.15 0.00% Shanghai Wanli Medical Beauty Clinic Co., Ltd. Market price 4.10 0.00% - 0.00% Shanxi Guoyi Pharmacy Co., Ltd. Market price 3.88 0.00% - 0.00% China National Scientific Instruments & Materials Corporation Market price 3.81 0.00% 4.44 0.00% Sinopharm Holding Zhangzhou Co., Ltd. Market price 2.90 0.00% 78.26 0.01% Sinopharm Holding Chifeng Co., Ltd. Market price 2.60 0.00% - 0.00% Sinopharm Group Financial Co.,Ltd Market price 2.47 0.00% - 0.00% Sinopharm Holding HongKong Co.,Ltd Market price 2.25 0.00% - 0.00% Sinopharm Jiankun(Beijing) Medicine Co., Ltd. Market price 4.58 0.00% - 0.00% Reed Sinopharm Exhibitions Co., Ltd. Market price 1.86 0.00% - 0.00% Sinopharm Jiayuan International Trade Company Market price 1.54 0.00% - 0.00% Beijing Fusheng Tiandi Property Management Ltd. Market price 1.54 0.00% - 0.00% Sinopharm Holding Shiyan Co.,Ltd Market price 1.36 0.00% - 0.00% China National Pharmaceutical Foreign Trade Corporation Market price 1.13 0.00% - 0.00% Sinopharm Xinjiang Korla Pharmaceutical Co.,Ltd Market price 0.80 0.00% 0.30 0.00% Sinopharm Holding Xinjiang Xinte Karamay Pharmaceutical Co., Ltd Market price 0.75 0.00% 3.27 0.00% Sinopharm Holding Jingmen Co., Ltd. Market price 0.69 0.00% - 0.00% Sinopharm Holding Anyang Co.,Ltd Market price 0.60 0.00% - 0.00% Sinopharm Holding Zhoukou Co., Ltd. Market price 0.60 0.00% - 0.00% Sinopharm Holding Shangqiu Co., Ltd. Market price 0.56 0.00% - 0.00% Sinopharm Holding Lishui Co., Ltd Market price 0.48 0.00% 3.78 0.00% - 148 - Sinopharm Jiankang Industry(Shanghai) Co., Ltd. Market price 0.38 0.00% - 0.00% Sinopharm Holding Kaifeng Co.,Ltd Market price 0.30 0.00% - 0.00% Sinopharm Holding Jingzhou Co., Ltd. Market price 0.24 0.00% 0.83 0.00% Sinopharm Holding Medical Devices Co., Ltd. Market price 0.22 0.00% - 0.00% Sinopharm Holding Qian Southwest Co., Ltd. Market price 0.21 0.00% - 0.00% Sinopharm Holding Siping Co., Ltd Market price 0.14 0.00% 0.14 0.00% Shanghai Donghong Pharmaceutical Co., Ltd Market price 0.10 0.00% - 0.00% Next page 69,765.12 6.89% 69,075.42 7.83% - 149 - VI Related party transactions (continued) (4) Related party transactions (continued) (b) Sales of goods (continued) Year 2013 January to June Year 2012 January to June Pricing Amount % of same Amount % of same Related party policies (RMB’0000) transaction (RMB’0000) transaction continued 69,765.12 6.89% 69,075.42 7.83% Sinopharm Holding Huyong Pharmaceutical(Shanghai)Co., Ltd. Market price 0.09 0.00% - 0.00% Sinopharm Holding Xinyu Co., Ltd. Market price (4.09) 0.00% - 0.00% Sinopharm Holding Hebei Medcine Co., Ltd. Market price - 0.00% 1,420.59 0.16% Sichuan Hexin Pharmaceutical Co.,Ltd. Market price - 0.00% 137.51 0.02% Sinopharm Holding Shenyang Co., Ltd. Dalian Branch Market price - 0.00% 15.47 0.00% Sinopharm Holding Xinjiang Hami Pharmaceutical Co., Ltd Market price - 0.00% 5.82 0.00% Sinopharm Holding Xinjiang Special Ginsheng and Pilose Pharmaceutical Co.,Ltd. Market price - 0.00% 5.79 0.00% Sinopharm Holding Qujing Co., Ltd. Market price - 0.00% 1.91 0.00% Sinopharm Holding Xinjiang Yili Tongde Pharmaceutical Co., Ltd Market price - 0.00% 1.71 0.00% Sinopharm Holding Jiangsu Co., Ltd.Taizhou Branch Market price - 0.00% 0.14 0.00% Total 69,761.12 6.89% 70,664.36 8.01% (c) Lease The Group as leaser: Type of Contract Contract Rental income Leasers Lessees assets beginning terminated (RMB’0000) use for date date The 1 January 31 December Sinopharm Holding Pharmaceutical Chain Co., Ltd Building 4.98 Company 2013 2015 Sinopharm 10 March 31 December Sinopharm Guoda Drug Store Guangxi Chain Co.,Ltd Building 8.53 liuzhou 2011 2015 Sinopharm 31 December Sinopharm Guoda Drug Store Guangxi Chain Co.,Ltd Building 1 July 2009 78.91 liuzhou 2015 Huixin 1 June 31 December Sinopharm Holding Pharmaceutical Chain Co., Ltd Building 4.64 Investment 2013 2013 Huixin Sinopharm Holding Guoda Pharmacy Guangzhou 1 January Building 31 May 2013 23.18 Investment Chain Co., Ltd. in 2013 Huixin 1 January 31 December China National Medicines Co.,Ltd. Building 4.32 Investment 2013 2013 Huixin Sinopharm Group Shanghai Medicine Device Co., 1 January 31 December Building 11.79 Investment Ltd. 2012 2013 Guangxi 31 December Sinopharm Guoda Drug Store Guangxi Chain Co.,Ltd Building 1 July 2009 18.94 Logistic 2015 Sinopharm 1 January 31 December Sinopharm Holding Pharmaceutical Chain Co., Ltd Building 2.70 Materials 2013 2013 - 150 - 157.99 - 151 - VI Related party transactions (continued) (4) Related party transactions (continued) (c) Lease(continued) The Group as lessee Type of assets Contract Contract Lease expenses Lessees Leasers use for beginning date terminated date (RMB’0000) Sinopharm Foshan Nanhai Pharmaceutical Group Building 1 May 2013 28 February 2015 3.70 Foshan Co., Ltd. Sinopharm Building 1 January 2013 31 December 2013 34.50 Yanfeng Wang Yang Sinopharm Shaoguan Wujiang Muyang Medicine 1 Auguest Building 31 July 2020 48.05 Shaoguan information cousulting Co.,Ltd 2012 Sinopharm Sinopharm Group Medicine Logistic Building 1 January 2013 31 December 2013 354.00 Guangzhou Co., Ltd. Sinopharm Sinopharm Group Medicine Logistic Equipment 1 January 2013 31 December 2013 375.00 Guangzhou Co., Ltd. 815.25 (d) Guarantees provided Guarantees Guarantee Amount Beginning date of Maturity date of Guarantee provided (RMB’0,000) guarantee contract guarantee contract obligation expired Sinopharm Group The Company 40,000.00 10 August 2012 10 August 2013 No Sinopharm 20 May 2013 23 April 2014 The Company Guangzhou 35,487.67 No Sinopharm 03 June 2013 03 June 2014 Sinopharm Group Guangzhou 32,385.09 No Sinopharm 16 October 2012 16 October 2013 The Company Guangzhou 30,696.65 No Sinopharm 07 May 2013 07 May 2014 The Company Guangzhou 23,119.19 No Sinopharm 26 June 2013 25 June 2014 The Company Guangzhou 15,543.95 No Sinopharm 26 June 2013 25 June 2014 The Company Guangxi 13,190.42 No Sinopharm 04 March 2013 03 March 2014 The Company Guangzhou 11,298.21 No Sinopharm 29 May 2013 29 May 2014 The Company Guangxi 10,066.58 No Zhijun Pharm and Sinopharm 05 December 2012 04 December 2013 Guangzhou The Company 9,911.57 No The Company Zhijun Pharm 9,627.37 20 June 2012 20 June 2013 No Sinopharm 20 May 2013 20 May 2014 The Company Guangzhou 8,473.16 No Zhijun Pharm The Company 7,629.51 27 June 2013 27 December 2013 No Sinopharm 31 October 2012 31 October 2013 Sinopharm Group Guangzhou 7,018.89 No Sinopharm 17 May 2013 16 May 2014 The Company Guangzhou 6,996.61 No Sinopharm 01 March 2013 28 December 2013 The Company Guangzhou 6,755.33 No - 152 - Zhijun Pharm The Company 6,600.00 09 June 2013 09 June 2014 No The Company Guangxi Logistic 6,391.87 16 January 2011 16 January 2014 No Sinopharm 17 September 16 September 2013 The Company liuzhou 5,895.13 2012 No The Company Zhijun Suzhou 4,926.58 14 June 2012 14 June 2013 No Sinopharm 09 November 2012 08 November 2013 The Company Guangzhou 4,917.23 No Zhijun Pharm The Company 4,827.00 24 January 2013 31 December 2013 No Sinopharm 26 June 2013 25 June 2014 The Company liuzhou 4,000.00 No Next page 305,758.01 - 153 - VI Related party transactions (continued) (4) Related party transactions (continued) (d) Guarantees provided(continued) Guarantees Guarantee Amount Beginning date of Maturity date of Guarantee provided (RMB’0,000) guarantee contract guarantee contract obligation expired continued 305,758.01 Sinopharm 19 April 2013 18 April 2014 The Company Guangxi 3,870.17 No 30 September 30 September 2016 The Company Zhijun Pharm 3,762.81 2011 No Sinopharm 26 June 2013 25 June 2014 The Company Yanfeng 2,997.95 No Sinopharm 05 December 2012 04 December 2013 The Company Yuexing 2,427.54 No Sinopharm 27 May 2013 26 May 2014 The Company Guangxi 2,239.33 No The Company Zhijun Suzhou 2,200.00 21 March 2013 21 March 2014 No The Company Zhijun Suzhou 2,000.00 27 August 2012 26 August 2013 No The Company Zhijun Suzhou 2,000.00 01 August 2010 01 August 2013 No Zhijun Pharm and Zhijun Pharm and 30 May 2013 30 May 2014 The Company The Company 1,881.44 No Sinopharm 13 June 2013 27 December 2013 The Company Yanfeng 1,666.39 No Sinopharm 15 May 2012 15 May 2013 The Company Guangxi 1,482.34 No The Company Zhijun Pharm 1,424.19 17 August 2012 28 June 2013 No Sinopharm 20 May 2013 20 May 2014 The Company Yuexing 1,289.13 No 18 September 18 September 2013 The Company Zhijun Suzhou 1,000.00 2012 No Sinopharm 28 February 2012 27 February 2013 The Company Yanfeng 733.16 No Total 336,732.46 (e) Financing Category Amount(RMB’0000) Effective date Maturity date Year 2013 January to June Borrowed from- Sinopharm Group Financial Short-term Co.,Ltd borrowings 3,000.00 04 March 2013 04 March 2014 Sinopharm Group Financial Short-term Co.,Ltd borrowings 7,000.00 02 April 2013 02 April 2014 Sinopharm Group Financial Short-term Co.,Ltd borrowings 4,300.00 27 May 2013 27 May 2014 Sinopharm Group Financial Short-term Co.,Ltd borrowings 2,500.00 29 May 2013 29 May 2014 Sinopharm Group Financial Discount on bank Co.,Ltd acceptance notes 100.00 28 June 2013 22 August 2013 Sinopharm Group Financial Discount on bank Co.,Ltd acceptance notes 100.00 28 June 2013 22 August 2013 Sinopharm Group Financial Discount on bank Co.,Ltd acceptance notes 100.00 28 June 2013 22 August 2013 - 154 - Sinopharm Group Financial Discount on bank Co.,Ltd acceptance notes 50.00 28 June 2013 22 August 2013 Sinopharm Group Financial Discount on bank Co.,Ltd acceptance notes 50.00 28 June 2013 22 August 2013 Sinopharm Group Financial Discount on bank Co.,Ltd acceptance notes 50.00 28 June 2013 22 August 2013 Sinopharm Group Financial Discount on bank Co.,Ltd acceptance notes 50.00 28 June 2013 22 August 2013 Sinopharm Group Financial Discount on bank Co.,Ltd acceptance notes 100.00 28 June 2013 30 August 2013 Next page 17,400.00 - 155 - VI Related party transactions (continued) (4) Related party transactions (continued) (e) Financing(continued) Category Amount(RMB’0000) Effective date Maturity date continued 17,400.00 Sinopharm Group Financial Discount on bank Co.,Ltd acceptance notes 100.00 28 June 2013 30 August 2013 Sinopharm Group Financial Discount on bank Co.,Ltd acceptance notes 100.00 28 June 2013 30 August 2013 Sinopharm Group Financial Discount on bank Co.,Ltd acceptance notes 100.00 28 June 2013 30 August 2013 Sinopharm Group Financial Discount on bank Co.,Ltd acceptance notes 100.00 28 June 2013 30 August 2013 Sinopharm Group Financial Discount on bank Co.,Ltd acceptance notes 50.00 28 June 2013 04 September 2013 Sinopharm Group Financial Discount on bank Co.,Ltd acceptance notes 50.00 28 June 2013 04 September 2013 Sinopharm Group Financial Discount on bank Co.,Ltd acceptance notes 50.00 28 June 2013 04 September 2013 Sinopharm Group Financial Discount on bank Co.,Ltd acceptance notes 50.00 28 June 2013 04 September 2013 Sinopharm Group Financial Discount on bank Co.,Ltd acceptance notes 50.00 28 June 2013 04 September 2013 Sinopharm Group Financial Discount on bank Co.,Ltd acceptance notes 50.00 28 June 2013 04 September 2013 Sinopharm Group Financial Discount on bank Co.,Ltd acceptance notes 50.00 28 June 2013 04 September 2013 Sinopharm Group Financial Discount on bank Co.,Ltd acceptance notes 60.16 28 June 2013 07 September 2013 18,210.16 Year 2012 January to June Borrowed from- Entrusted Sinopharm Group borrowings 5,000.00 12 January 2012 11 July 2012 Entrusted Sinopharm Group borrowings 801.00 22 May 2012 21 November 2012 Entrusted Sinopharm Group borrowings 4,199.00 22 May 2012 21 November 2012 Entrusted Sinopharm Group borrowings 5,000.00 7 March 2012 6 September 2012 Entrusted Sinopharm Group borrowings 4,263.00 9 January 2012 8 July 2012 Entrusted Sinopharm Group borrowings 4,000.00 14 March 2012 13 September 2012 23,263.00 (f) Interest expenses Related party Related party transactionsType Year 2013 Year 2012 January January to June to June (RMB’0000) (RMB’0000) - 156 - Sinopharm Group Interest paid for the loans from The Company Financial Co.,Ltd Group Financial Co. 607.30 - Sinopharm Sinopharm Group Interest paid for the loans from Guangxi Financial Co.,Ltd Group Financial Co. 14.73 - Sinopharm Sinopharm Holding Sub Charges of discounted notes Guangzhou Marketing Center Co., Ltd. payable 468.16 171.35 Sinopharm Charges of discounted notes Guangzhou Sinopharm Group payable 29.30 111.33 The Company Sinopharm Group Interest paid for the entrusted loans - 539.06 Sinopharm Guangzhou Sinopharm Group Interest paid for the entrusted loans - 456.09 Sinopharm liuzhou Sinopharm Group Interest paid for the entrusted loans - 50.37 1,119.49 1,328.20 VI Related party transactions (continued) (4) Related party transactions (continued) (g) Interest income Related party Related party transactionsType Year 2013 January to Year 2012 January June to June (RMB’0000) (RMB’0000) Sinopharm Group The Company Financial Co.,Ltd Deposit interest 0.32 - (h) Rendering of service Related party Related party Year 2013 Year 2012 transactions 类型 January to January to June June (RMB’0000) (RMB’0000) Guangdong Sinopharm Group Medicine Logistic Co., Dispatching and Logistics Ltd. transportation charges 715.89 511.05 Guangdong Dispatching and Logistics China National Medicines Co.,Ltd. transportation charges 199.35 90.35 Guangdong Sinopharm Holding Guoda Drug Store Dispatching and Logistics Guangdong Co., Ltd. transportation charges 140.52 123.67 Sinopharm Dispatching and Guangxi China National Medicines Co.,Ltd. transportation charges 114.85 - Sinopharm Sinopharm Holding Guoda Drug Store Dispatching and Logistics Guangdong Co., Ltd. transportation charges 26.23 25.23 Sinopharm Guangzhou Wanle Medical Consultation fees 10.88 13.56 Sinopharm Shenzhen Wanwei Medicine trading Co., Guangzhou Ltd Consultation fees 5.15 - 1,212.87 763.86 (i) Receiving of service Related party Related party Year 2013 Year 2012 transactionsType January to January to June June (RMB’0000) (RMB’0000) - 157 - Guangdong Sinopharm Group Medicine Logistic Co., Logistics and Logistics Ltd. warehousing 57.93 - Zhijun Pharm Sinopharm Holding Shenyang Co., Ltd. other service 31.05 - Logistics and Zhijun Pharm Sinopharm Holding Shenyang Co., Ltd. warehousing 17.05 - Guangxi Sinopharm Group Medicine Logistic Co., Logistic Ltd. Information system fee 15.00 - Zhijun Pharm Reed Sinopharm Exhibitions Co., Ltd. Participation Fee 4.20 1.92 Sinopharm Holding Guoda Drug Store Business promotion Zhijun Trade Guangdong Co., Ltd. expenses 1.44 - 126.67 1.92 - 158 - VI Related party transactions (continued) (5) Accounts receivable from and payables to related parties 30 June 2013 31 December 2012 (RMB’0000) (RMB’0000) Notes receivable Chongqing Yaoyou Pharmaceutical Co.,Ltd. 1,435.94 - Sinopharm Holding Hunan Co., Ltd. 743.22 339.33 Sinopharm Holding Hainan Co., Ltd. 590.82 8.69 Sinopharm Holding Guoda Drug Store Guangdong Co., Ltd. 530.18 130.72 Sinopharm Holding Tianjin Co., Ltd. 208.72 188.14 Sinopharm Holding Hubei Co., Ltd. 165.93 142.16 Shanghai Chaohui Pharmecurical Co., Ltd. 149.44 - Sinopharm Holding Shanxi Co., Ltd. 130.90 97.58 Sinopharm Guoda Drug Store Guangxi Chain Co.,Ltd 102.24 146.06 Sinopharm Holding Beijing Huahong Co.Ltd 89.40 46.31 Sinopharm Group Xinjiang Special Drugs National Pharmaceutical Co.,Ltd. 80.00 - Sinopharm Holding Fuzhou Co., Ltd. 72.08 - Sinopharm Holding Jinzhou Co., Ltd. 53.00 - Sinopharm Holding Xuzhou Co., Ltd. 42.24 10.00 Sinopharm Holding Guizhou Co., Ltd. 41.76 160.21 Sinopharm Le -Ren-Tang Medicine Co., Ltd. 38.46 - Sinopharm Holding Yancheng Co., Ltd. 37.39 10.00 Sinopharm Holding Yangzhou Co., Ltd. Western Medicine Branch Company 20.00 - Sinopharm Holding Linyi Co., Ltd 20.00 - Sinopharm Holding Chongqing Co., Ltd. 19.34 63.35 Sinopharm Holding Nanyang Co., Ltd. 18.90 - Sinopharm Holding Guoda Drugstore Shenyang Chain Co.,Ltd 13.38 - Sinopharm Holding Guoda Pharmacy Co.,Ltd 10.37 - Sinopharm Holding Changzhou Co., Ltd. 10.00 - Sinopharm Holding Yantai Co., Ltd 5.07 1.80 Sinopharm Holding Taizhou Co., Ltd. 3.06 4.37 Sinopharm Holding Wuhu Co., Ltd 2.22 7.17 Sinopharm Holding Huaian Co.,Ltd 2.10 3.91 Sinopharm Holding Xiangxi Co., Ltd. 1.75 - Sinopharm Holding Shenyang Co., Ltd. 1.69 2.84 Sinopharm Holding Yangzhou Co., Ltd. 1.15 - Sinopharm Holding Gansu Co., Ltd. - 163.34 Sinopharm Holding Henan Co., Ltd. - 736.42 Sinopharm Holding Zhangzhou Co., Ltd. - 108.77 Sinopharm Group (Tianjin) Eastern Bokang Pharmaceutical Co., Ltd. - 89.72 Sinopharm Holding Changde Co.,Ltd 46.00 Sinopharm Holding Beijing Tianxing Puxin Biological Medical Co.,Ltd - 18.85 Sinopharm Holding Qingyang Co.,Ltd - 10.88 Sinopharm Holding Longyan Co., Ltd. - 6.00 Sinopharm Holding Heilongjiang Co., Ltd. - 6.32 - 159 - 4,640.75 2,548.94 - 160 - VI Related party transactions (continued) (5) Accounts receivable from and payables to related parties (continued) 30 June 2013 31 December 2012 (RMB’0000) (RMB’0000) Accounts Sinopharm Holding Hunan Co., Ltd. receivable 2,895.89 1,720.03 Foshan Nanhai Uptodate & Special Medicines Co.,Ltd. 2,317.49 1,827.63 Sinopharm Holding Guoda Drug Store Guangdong Co., Ltd. 1,428.69 1,019.10 Sinopharm Holding Hubei Co., Ltd. 1,403.87 698.00 Sinopharm Holding Beijing Huahong Co.Ltd 1,047.66 942.30 Sinopharm Holding Beijing Co., Ltd. 1,035.28 950.87 Sinopharm Holding Shandong Co., Ltd. 1,022.69 267.35 Sinopharm Holding Hainan Co., Ltd. 1,000.59 860.91 Sinopharm Holding Tianjin Co., Ltd. 752.60 552.46 Sinopharm Group (Tianjin) Eastern Bokang Pharmaceutical Co., Ltd. 722.92 626.75 Sinopharm Group Southwest Medicine Co., Ltd 694.27 1,451.10 Sinopharm Group Xinjiang Special Drugs National Pharmaceutical Co.,Ltd. 686.98 1,323.44 Sinopharm Group Medicine Logistic Co., Ltd. 677.85 445.96 Sinopharm Holding Zhejiang Co.Ltd 669.05 692.43 Foshan Nanhai Medicine Co.,Ltd. 665.49 447.41 Sinopharm Le -Ren-Tang Medicine Co., Ltd. 629.13 604.94 Sinopharm Holding Sub Marketing Center Co., Ltd. 595.05 438.38 Sinopharm Holding Nantong Co., Ltd. 557.11 250.37 Sinopharm Holding Ningxia Co., Ltd. 547.86 482.16 Sinopharm Guoda Drug Store Guangxi Chain Co.,Ltd 531.47 688.36 Sinopharm Holding Hainan Hongyi Co., Ltd. 501.28 395.11 Sinopharm Holding Shenyang Co., Ltd. 441.83 479.55 Sinopharm Holding Chongqing Co., Ltd. 383.41 807.28 Sinopharm Group 338.78 286.31 Sinopharm Holding Wenzhou Co., Ltd 280.58 204.36 Sinopharm Holding Yunnan Co., Ltd. 271.66 212.85 Sinopharm Holding Shanxi Co., Ltd. 259.97 143.89 Sinopharm Holding Xinjiang Special Drugs Western Pharmaceutical Co.,Ltd. 234.80 395.01 Guangdong Dong Fang Uptodate & Special Medicines Co. 224.42 365.45 Sinopharm Holding Fuzhou Co., Ltd. 187.42 133.50 Sinopharm Holding Yangzhou Co., Ltd. 183.86 138.01 Sinopharm Holding Gansu Co., Ltd. 151.93 277.31 China National Medicines Co.,Ltd. 150.66 148.57 Sinopharm Holding Shanxi Co., Ltd 150.60 128.53 Sinopharm Holding Jinzhou Co., Ltd. 150.25 268.06 Sinopharm Holding Henan Co., Ltd. 135.34 85.69 Sinopharm Holding Heilongjiang Co., Ltd. 131.12 73.12 Sinopharm Holding Shanxi Co., Ltd. 106.24 46.94 - 161 - Shanghai Chaohui Pharmecurical Co., Ltd. 105.99 55.33 Sinopharm Group Wei qida Medicine Co., Ltd 95.19 104.81 Sinopharm Holding Xuzhou Co., Ltd. 72.43 31.75 Sinopharm Holding Jilin Co., Ltd. 70.59 22.91 Shanghai Yunnuo Marketing Consulting Co., Ltd. 68.55 - Sinopharm Holding Guoda Pharmaceutical Chain Co., Ltd 32.73 - Sinopharm Holding Dalian Co., Ltd. 55.02 48.34 Next page 24,666.59 21,142.63 - 162 - VI Related party transactions (continued) (5) Accounts receivable from and payables to related parties (continued) 30 June 2013 31 December 2012 (RMB’0000) (RMB’0000) Accounts continued receivable 24,666.59 21,142.63 Sinopharm Holding Guoda Pharmacy Co.,Ltd 40.10 52.46 Sinopharm Holding Shanghai Likang Pharmaceutical Co., Ltd. 45.04 15.96 Sinopharm Holding Suzhou Co., Ltd. 41.79 43.53 Sinopharm Holding Taizhou Co., Ltd. 36.70 20.40 Sinopharm Holding Yancheng Co., Ltd. 35.76 31.72 Guang dong South National Pharmaceutical Foreign Trade Co.,Ltd. 32.42 61.92 Sinopharm Holding Jiangsu Co., Ltd. 29.67 21.83 Sinopharm Holding Tianjin North Medicine Co., Ltd. 28.66 34.77 Sinopharm Holding Guizhou Co., Ltd. 28.24 40.45 Sinopharm Holding Fujian Co., Ltd. 26.61 27.42 Sinopharm Holding Inner Mongolia Co., Ltd. 25.88 58.79 Sinopharm Holding Qinghai Co., Ltd. 25.24 14.03 Sinopharm Holding Changzhou Medical logistics center Co., Ltd. 24.82 18.95 Sinopharm Holding Wuxi Co., Ltd. 23.50 33.68 Sinopharm Holding Jiangxi Co., Ltd. 23.32 0.59 Sinopharm Holding Putian Co., Ltd. 21.08 6.20 Sinopharm Holding Changde Co., Ltd. 19.28 11.71 Sinopharm Holding Ningde Co., Ltd. 18.22 11.70 Sinopharm Holding Longyan Co., Ltd. 16.66 18.98 Sinopharm Holding Yangzhou Co., Ltd. Western Medicine Branch Company 7.25 19.24 Sinopharm Holding Changzhou Co., Ltd. 6.34 5.26 Sinopharm Holding Guoda Pharmacy Guangzhou Chain Co., Ltd. in 3.52 14.26 Sinopharm Holding Sanming Co., Ltd 3.41 0.52 Sinopharm Holding Huaian Co.,Ltd 3.06 4.76 Sinopharm Holding Yantai Co., Ltd 2.66 12.53 Shanxi Guoyi Pharmacy Co., Ltd. 1.82 - Sinopharm Holding Anqing Co., Ltd. 1.57 4.25 Sinopharm Jiankun(Beijing) Medicine Co., Ltd. 1.37 - Sinopharm Holding Jingmen Co., Ltd. 0.80 - Sinopharm Holding Zhoukou Co., Ltd. 0.70 - Sinopharm Holding Linyi Co., Ltd 0.62 - Heilongjiang Sinopharm Medical Herbs Co.,Ltd. 0.60 - Sinopharm Jiankang Industry(Shanghai) Co., Ltd. 0.44 - Sinopharm Holding Qian Southwest Co., Ltd. 0.24 - Sinopharm Holding Hebei Medcine Co., Ltd. - 56.49 Sinopharm Holding Jinan Co., Ltd. - 6.05 Sinopharm Holding HongKong Co.,Ltd - 4.89 - 163 - Sinopharm Holding Lishui Co., Ltd - 0.50 Chongqing Yaoyou Pharmaceutical Co.,Ltd. - 910.08 Sinopharm Holding Xinjiang New Kashi Pharmaceutical Co.,Ltd - 2.78 Sinopharm Holding Shangluo Co.,Ltd - 1.28 Sinopharm Holding Shiyan Co.,Ltd - 1.13 Total 25,243.98 22,711.74 - 164 - VI Related party transactions (continued) (5) Accounts receivable from and payables to related parties (continued) 30 June 2013 31 December 2012 (RMB’0000) (RMB’0000) Other Sinopharm Group Medicine Logistic Co., Ltd. receivable 121.50 121.50 30 June 2013 31 December 2012 (RMB’0000) (RMB’0000) Advances to Sinopharm Chongqing Pharmaceutical and suppliers Medical Industry Design Institute 236.80 125.00 Sinopharm Group Chemical Reagent Suzhou Co., Ltd. 132.75 - China National Scientific Instruments & Materials Corporation 25.38 8.46 Shanghai Pharmaceutial Industry Research Institute 10.00 - China National Medicines Co.,Ltd. 1.45 - Sinopharm Holding Guoda Drug Store Guangdong Co., Ltd. 1.44 - Sinopharm Group Wei qida Medicine Co., Ltd 1.33 - Reed Sinopharm Exhibitions Co., Ltd. 1.00 - Shanghai Sailun Biological Technology Co.,Ltd. 0.32 - Chengdu Rongsheng Pharmacy Co., Ltd. - 383.40 Wuhan Institute of Biological Products Co. Ltd - 235.50 Qinghai Pharmaceutical Factory Co.,Ltd - 74.99 Sinopharm Holding Sub Marketing Center Co., Ltd. - 3.99 Sinopharm Group Meitai Medical Equipment (Shanghai) Co., Ltd. - 0.18 Sinopharm Group - 0.07 410.47 831.59 30 June 2013 31 December 2012 (RMB’0000) (RMB’0000) Sinopharm Holding Sub Marketing Center Co., Notes payable Ltd. 18,378.39 17,575.76 Sinopharm Group 6,800.80 3,243.41 China National Medicines Co.,Ltd. 1,578.63 - Chongqing Haisiman Pharmaceutical Co.,Ltd. 521.65 241.24 Wanle Medical 210.31 87.20 Chongqing Yaoyou Pharmaceutical Co.,Ltd. 176.95 109.18 Jiangsu Wanbang Pharmacy Marketing Co., Ltd. 164.79 - Sinopharm Holding Beijing Co., Ltd. 50.98 - Sinopharm Group Rongsheng Pharmaceutical Co.,Ltd 41.29 17.69 Shanghai Shyndec Pharmaceutical Co., Ltd. 11.47 10.77 - 165 - Sinopharm Group Chemical Reagent Suzhou Co., Ltd. 5.28 17.76 Sinopharm Group Wei qida Medicine Co., Ltd - 165.57 27,940.54 21,468.58 - 166 - VI Related party transactions (continued) (5) Accounts receivable from and payables to related parties (continued) 30 June 2013 31 December 2012 (RMB’0000) (RMB’0000) Accounts Sinopharm Holding Sub Marketing Center payable Co., Ltd. 20,918.23 22,066.69 Sinopharm Group 4,879.96 5,586.91 China National Medicines Co.,Ltd. 3,540.15 2,504.04 Sino-Swed Pharmaceutical Corp.Ltd. 924.45 964.64 Guang dong South National Pharmaceutical Foreign Trade Co.,Ltd. 628.90 467.66 Wanle Medical 586.23 674.82 Foshan Yingtian Pharmaceutical trading Co., Ltd 345.83 - Shenzhen Wanwei Medicine trading Co., Ltd 309.92 276.87 Chongqing Yaoyou Pharmaceutical Co.,Ltd. 296.16 167.12 Jiangsu Wanbang Pharmacy Marketing Co., Ltd. 288.65 309.78 Sinopharm Holding Jiangsu Co., Ltd. 230.53 - Sinopharm Holding Hunan Co., Ltd. 130.52 - Lanzhou Institute of Biological Products Co., Ltd. 125.14 - Chongqing Haisiman Pharmaceutical Co.,Ltd. 102.23 295.93 Sinopharm Holding Beijing Huahong Co.Ltd 86.50 - China National Pharmaceutical Foreign Trade Corporation 66.95 1,173.76 Sinopharm Group Medicine Logistic Co., Ltd. 55.74 30.05 Shanghai Shyndec Pharmaceutical Co., Ltd. 53.12 24.60 Shanghai Institute of Biological Products Co. Ltd 46.23 - Sinopharm Holding Beijing Co., Ltd. 39.88 10.55 Sinopharm Group Rongsheng Pharmaceutical Co.,Ltd 38.19 - Sinopharm Holding Guizhou Co., Ltd. 37.54 142.27 Foshan Nanhai Uptodate & Special Medicines Co.,Ltd. 32.91 5.59 Sinopharm Holding Fuzhou Co., Ltd. 32.05 - Shandong Luya Pharmaceutical Co., Ltd 30.06 - Guangdong Dong Fang Uptodate & Special Medicines Co. 24.46 31.77 Yingtian Pharmaceutical Group Co., Ltd. 23.96 - Qinghai Pharmaceutical Factory Co.,Ltd 17.20 - Sinopharm Group Chemical Reagent Co., Ltd. 15.66 0.08 Handan Pharmaceutical Co.,Ltd 15.59 3.40 Guilin South pharmaceutical Co., Ltd 12.20 11.24 Sinopharm Holding Hainan Co., Ltd. 12.07 9.05 China Otsuka Pharmaceutical Co.,Ltd. 11.68 15.24 Sinopharm Holding Fujian Co., Ltd. 9.51 260.90 Foshan Dezhong Pharmaceutical Co., Ltd 5.36 - Sinopharm Holding Dezhou Co., Ltd. 4.72 - - 167 - Hunan Dongting Pharmaceutical Co., Ltd. 4.41 - Sinopharm Holding Hainan Hongyi Co., Ltd. 3.49 - Wuhan Zhonglian Pharmaceutical Group Co. LtD 2.71 2.70 Shenyang Hongqi Pharmaceutical Co.,Ltd. 2.63 1.26 Foshan Nanhai Medicine Co.,Ltd. 2.51 3.88 Yichang Humanwell Pharmaceutical Co.,Ltd. 2.44 3.69 Guangdong Global Pharmaceutical Co., Ltd. 2.28 - Wuhu Sanyi Pharmaceutical Co., Ltd. 1.79 - Sinopharm Group Shanghai Medicine Device Co., Ltd. 1.66 3.16 Next page 34,002.40 35,047.65 - 168 - VI Related party transactions (continued) (5) Accounts receivable from and payables to related parties (continued) 30 June 2013 31 December 2012 (RMB’0000) (RMB’0000) Accounts continued payable 34,002.40 35,047.65 Sinopharm Holding Liaocheng Co., Ltd. 1.62 - Sinopharm Holding Hubei Co., Ltd. 0.92 10.00 Sinopharm Group Beijing Medical equipment Co.,Ltd 0.88 0.88 Shanghai Chaohui Pharmecurical Co., Ltd. 0.75 0.75 Shanghai Sailun Biological Technology Co.,Ltd. 0.56 0.29 Sinopharm Holding Zhangzhou Co., Ltd. 0.50 - Wuhan Zhonglian Pharmaceutical Group Co. LtD 0.26 0.26 Shanghai Modern Hasen (Shangqiu) Pharmacertical Co.Ltd 0.21 0.99 Sinopharm Holding Sanyi Medicine (Wuhu) Co., Ltd. 0.17 - Xiamen Xingsha Huaideju Pharmaceutical Co.,Ltd 0.11 0.11 Chengdu Rongsheng Pharmacy Co., Ltd. 0.08 1.84 Shanghai Fosun Pharmaceutical Co., Ltd. 0.02 0.02 Sinopharm Group Wei qida Medicine Co., Ltd 0.02 152.66 Foshan Fengliaoxing Pharmaceutical Co., Ltd 0.01 - Sichuan Jiang You Zhong Ba Science and Technology Development Co.,Ltd. - 1.65 Sinopharm Holding Pharmaceutical Chain Co., Ltd - 0.39 Sinopharm Yixin Medicine Co.,Ltd. - 40.24 Sinopharm Holding Suzhou Co., Ltd. - 36.50 Sinopharm Group Guorui Medicine Co.,Ltd. (0.10) 0.72 Total 34,008.41 35,294.95 30 June 2013 31 December 2012 (RMB’0000) (RMB’0000) Other payables Sinopharm Group 565.07 393.07 Sinopharm Group Medicine Logistic Co., Ltd. 354.00 - Yang Wenjie 203.70 203.70 China National Pharmaceutical Group Shanghai Co.,Ltd 166.04 166.04 China National Corp of Traditional and Herbal Medicine 150.00 150.00 Guangdong Dong Fang Uptodate & Special Medicines Co. 56.76 56.76 Shanghai Pharmaceutial Industry Research Institute 75.00 75.00 Sinopharm Holding Guoda Pharmacy Guangzhou Chain Co., Ltd. in 45.00 - - 169 - Tan Min 40.74 40.74 Jiang Jianmin 40.74 40.74 Zhou Weilin 40.74 40.74 Fang Zhongqing 40.74 40.74 Kang Liting 40.74 40.74 Sinopharm United Engineering Corporation 16.00 16.00 China National Medicines Co.,Ltd. 14.49 14.49 Sinopharm Group Shanghai Medicine Device Co., Ltd. 4.40 3.00 Sinopharm Holding Shanxi Co., Ltd. 1.50 1.50 Sinopharm Holding Tianjin Co., Ltd. 1.00 1.00 Next page 1,856.66 1,284.26 - 170 - VI Related party transactions (continued) (5) Accounts receivable from and payables to related parties (continued) 30 June 2013 31 December 2012 (RMB’0000) (RMB’0000) Other payables continued 1,856.66 1,284.26 Sinopharm Group (Tianjin) Eastern Bokang Pharmaceutical Co., Ltd. 1.00 1.00 Sinopharm Group Southwest Medicine Co., Ltd 0.50 0.50 Sinopharm Holding Hubei Co., Ltd. 0.50 0.50 Sinopharm Holding Yangzhou Co., Ltd. Western Medicine Branch Company 0.50 0.50 Sinopharm Holding Taizhou Co., Ltd. 0.50 0.50 Sinopharm Holding Wuxi Co., Ltd. 0.50 0.50 Sinopharm Le -Ren-Tang Medicine Co., Ltd. 0.50 0.50 Sinopharm Holding Sub Marketing Center Co., Ltd. 0.50 0.50 China National Scientific Instruments & Materials Corporation - 10.10 1,861.16 1,298.86 30 June 2013 31 December 2012 (RMB’0000) (RMB’0000) Advances from customers Chongqing Yaoyou Pharmaceutical Co.,Ltd. 568.80 - Sinopharm Guoda Drug Store Guangxi Chain Co.,Ltd 9.47 9.47 Sinopharm Group Xinjiang Special Drugs National Pharmaceutical Co.,Ltd. 0.21 - Sinopharm Holding Chongqing Co., Ltd. 0.11 - Sinopharm Holding Zhangzhou Co., Ltd. - 3.08 Sinopharm Le -Ren-Tang Medicine Co., Ltd. - 1.34 Sinopharm Holding Nanjing Co., Ltd. - 0.29 Guangdong Dong Fang Uptodate & Special Medicines Co. - 30.27 Sinopharm Holding Henan Co., Ltd. - 0.63 578.59 45.08 30 June 2013 31 December 2012 (RMB’0000) (RMB’0000) Interests payable Sinopharm Group Financial Co.,Ltd 29.70 47.12 30 June 2013 31 December 2012 (RMB’0000) (RMB’0000) Other non-current liabilities Sinopharm Group 3,506.18 3,506.18 - 171 - 30 June 2013 31 December 2012 (RMB’0000) (RMB’0000) Short-term borrowings Sinopharm Group Financial Co.,Ltd 19,800.00 26,200.00 30 June 2013 31 December 2012 (RMB’0000) (RMB’0000) Cash at related party Sinopharm Group Financial Co.,Ltd 3,403.42 12.38 VII Contingencies As at 30 June 2013, there is no material contingency of the Group VIII 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 2013 31 December 2012 (RMB’0,000) (RMB’0,000) Buildings, machinery and equipment 9,304.20 7,129.45 (2) Operating lease commitments The future minimum lease payments due under the signed irrevocable operating leases contracts are summarised as follows: 30 June 2013 31 December 2012 (RMB’0,000) (RMB’0,000) Within one year 2,992.31 1,605.68 Between 1 and 2 years 1,861.80 1,389.87 Between 2 and 3 years 1,871.44 1,287.97 Over 3 years 16,422.63 9,282.60 23,148.18 13,566.12 (3) Execution of commitments of prior years The Group has fulfilled the commitments as of 31 December 2012 according to the relevant contracts. IX Subsequent events after the balance sheet date - 172 - Major subsequent events after the balance sheet date (1) The Company intends to have a non-public offering of 74,482,543 A shares to the holding company Sinopharm Group at the price of Rmb26.07 per share, which was priced by 90% of the average trading price of 20 trading days before the pricing benchmark. Till the report date, the offering still needs the approval of the Issuance of State-owned Assets Supervision and Administration department and the China Securities Regulatory Commission. (2) The Company already settled the payment of short-term bond of RMB400 million in due date on 10 August 2013. Application for the second offering of the short-term bond of RMB400 million would be submitted to National Association of Financial Market Institutional Investors for approval. (3) Plan of the Pingshan Project is in revision, management of the Company estimates that total budget would exceed RMB350 million as originally planned. Proposal for Pingshan project revision will be effective after approved by directors and shareholders of the Company. - 173 - X Notes to the main items of financial statement of the Company (1) Accounts receivable 30 June 2013 31 December 2012 Accounts receivable 421,660,032.59 365,858,022.77 less:provision for bad debts (1,169,085.93) (1,169,085.93) 420,490,946.66 364,688,936.84 (a) The aging of accounts receivable is analysed below: 30 June 2013 31 December 2012 Balance Balance aging provision for bad provision for bad Percentage( debts Percent debts Amount Amount %) age(%) Within 1 year 420,490,946.66 99.72% - 364,688,936.84 99.68% - 1 to 2 years - - - - - - 2 to 3 years - - - - - - Over 3 years 1,169,085.93 0.28% (1,169,085.93) 1,169,085.93 0.32% (1,169,085.93) Total 421,660,032.59 100.00% (1,169,085.93) 365,858,022.77 100.00% (1,169,085.93) (b) The accounts receivable and related provision for bad debts by category are analysed below:: 30 June 2013 31 September 2012 Balance provision for bad debts Balance provision for bad debts Amount % of total Amount rate Amount % of total Amount rate balance balance Receivable accounts within similar credit risk group 420,490,946.66 99.72% - - 364,688,936.84 99.68% - - Individually not significant but individually evaluated for impairment 1,169,085.93 0.28% (1,169,085.93) 100.00% 1,169,085.93 0.32% (1,169,085.93) 100.00% 421,660,032.59 100.00% (1,169,085.93) 0.28% 365,858,022.77 100.00% (1,169,085.93) 0.32% - 174 - X Notes to the main items of financial statement of the Company (continued) (1) Accounts receivable (continued) (c) As at 30 June 2013,accounts receivable individually not significant but individually evaluated for impairment are analysed below: provision for % of Per book bad debts provision Reason Guangdong Liyuan Pharmaceutical Disputed receivables with Co., Ltd. 1,169,085.93 (1,169,085.93) 100% uncertainty in recoverability (d) As at 30 June 2013, there is no accounts receivable due from shareholders who holds more than 5% (including 5%) shares of the Company (31 December 2012: Nil). (e) As at 30 June 2013,the top five accounts receivable by customer are analysed as below: Relationship Aging % of the total accounts Entity with the Amount receivable Company Shenzhen People’s Hospital The third party 31,369,340.37 Within 1 year 7.44% Shenzhen Second People’s Within 1 year The third party 27,168,501.03 6.44% Hospital Peking University Shenzhen Within 1 year The third party 22,689,364.07 5.38% Hospital Shenzhen Baoan People’s Within 1 year The third party 19,587,100.05 4.65% Hospital Shenzhen Traditional Chinese Within 1 year The third party 18,427,379.34 4.37% Medicine Hospital Total -- 119,241,684.86 -- 28.28% (f) Accounts receivable due from related party: As at 30 June 2013,there are accounts receivable of RMB27,030,108.36 due from related party (31 December 2012: RMB23,963,914.86), which is 6.41% of the total accounts receivable (31 December 2012: 6.55%), without any bad debt provided. (g) In 30 June 2013, accounts receivable of RMB115,552,613.39 are derecognized given that irrevocable factoring contracts agreed with financial institute (2012: RMB189,149,295.62). (2) Other receivables 30 June 2013 31 December 2012 - 175 - Amounts due from subsidiaries(Note h) 976,801,366.57 967,467,455.73 Receivable from equity transaction 8,980,000.00 8,980,000.00 Margin receivables and deposits 162,848.64 144,348.64 Others 6,246,052.02 5,476,351.55 992,190,267.23 982,068,155.92 less:provision for bad debts (10,208,164.60) (10,208,164.60) 981,982,102.63 971,859,991.32 - 176 - X Notes to the main items of financial statement of the Company (continued) (2) Other receivable (continued) (a) Other receivable aging is analysed as follows:: 30 June 2013 31 December 2012 Within 1 year 980,441,524.91 971,856,835.49 1 to 2 years 1,537,421.89 69,953.95 2 to 3 years 73,460.43 1,161,366.48 Over 3 years 10,137,860.00 8,980,000.00 992,190,267.23 982,068,155.92 (b) The aging of other receivables is analysed as follows:: 30 June 2013 31 September 2012 Balance provision for bad debts Balance provision for bad debts Amount % of Amount rate Amount % of Amount rate total total amount amount Individually significant 8,980,000.00 0.91% (8,980,000.00) 100.00% 8,980,000.00 0.91% (8,980,000.00) 100.00% are subject to separate impairment assessment Receivable accounts 980,445,031.39 98.82% (350.65) 0.00% 971,860,341.97 98.96% (350.65) 0.00% within similar credit risk group Individually not 2,765,235.84 0.27% (1,227,813.95) 44.40% 1,227,813.95 0.13% (1,227,813.95) 100.00% significant but individually evaluated for impairment 992,190,267.23 100.00% (10,208,164.60) 1.03% 982,068,155.92 100.00% (10,208,164.60) 1.04% (c) As at 30 June 2013,impairment provision for other receivables individually significant is analysed as below. provision for bad Assessment for Per book debts Rate impairment Shenzhen Yinghai Technology Investment Uncertainty in Co., Ltd. 8,980,000.00 (8,980,000.00) 100.00% recoverability (d) Provisions for impairment of the receivables which have a similar risk group are analysed below: 30 June 2013 31 December 2012 Balance Balance provision for bad debts provision for bad debts Amount Percentage Amount rate Amount Percentage Amount rate - 177 - Within 1 year 980,441,524.91 100.00% - - 971,856,835.49 100.00% - - 2 to 3 years 3,506.48 0.00% (350.65) 10.00% 3,506.48 0.00% (350.65) 10.00% 980,445,031.39 100.00% (350.65) 0.00% 971,860,341.97 100.00% (350.65) 0.00% - 178 - X Notes to the main items of financial statement of the Company (continued) (2) Other receivable (continued) (e) As at 30 June 2013,other receivables individually not significant but individually evaluated for impairment are analysed below: provision for Assessment for Balance bad debts Rate impairment Shenzhen Health Food I&E Uncertainty in Co. Ltd. 1,157,860.00 (1,157,860.00) 100.00% recoverability Uncertainty in Other 1,607,375.84 (69,953.95) 4.35% recoverability 2,765,235.84 (1,227,813.95) 44.40% (f) As at 30 June 2013,there is no amount due from shareholders who holds more than 5% (including 5%) shares of the Company (31 December 2012: Nil). (g) As at 30 June 2013,the top five other receivables by customer are analysed below: Relationship % of the total with the other Company Amount Aging receivable Sinopharm Guangxi Subsidiary 213,204,721.36 Within 1 year 21.49% Sinopharm Yuexing Subsidiary 150,628,901.20 Within 1 year 15.18% Sinopharm Zhanjiang Subsidiary 130,155,555.55 Within 1 year 13.12% Sinopharm Hengxing Subsidiary 85,373,694.43 Within 1 year 8.60% Sinopharm Foshan Subsidiary 51,568,222.23 Within 1 year 5.20% 630,931,094.77 63.59% (h) Other receivables due from related parties are analysed as below: As at 30 June 2013, there are other receivables of RMB976,801,366.57 due from related party (31 December 2012: RMB967,467,455.73), which is 98.45% of the total other receivables (31 December 2011: 98.51%), without any bad debt provided (31 December 2012: Nil). (3) Long-term equity investments 30 June 2013 31 September 2012 Investments in subsidiaries (a) 1,455,718,721.07 1,355,718,721.07 Investments in associates (b) 111,444,830.84 121,019,845.50 1,567,163,551.91 1,476,738,566.57 - 179 - less:provision for impairment of long-term equity investments (Note(c)) (7,689,226.69) (7,689,226.69) 1,559,474,325.22 1,469,049,339.88 The long-term equity investments of the Company are not subject to restriction on conversion into cash. - 180 - X 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 held Accounting method Original investment cos 31 December 2012 in investment cost 30 June 2013 held (%) (%) Zhijun Pharm Cost method 73,903,284.87 204,903,284.87 - 204,903,284.87 100 100 Sinopharm Jianmin Cost method 45,054,911.04 45,054,911.04 - 45,054,911.04 100 100 Sinopharm Materials Cost method 5,400,000.00 6,450,875.93 - 6,450,875.93 100 100 Sinopharm 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 Sinopharm Hengxing Cost method 8,421,544.08 35,763,288.00 - 35,763,288.00 100 100 Training center Cost method 30,000.00 30,000.00 - 30,000.00 100 100 Sinopharm liuzhou Cost method 21,407,965.79 21,407,965.79 - 21,407,965.79 51 51 Sinopharm Dongguan Cost method 2,742,000.00 9,942,000.00 - 9,942,000.00 100 100 Huixin Investment Cost method 109,416,937.72 64,416,937.72 - 64,416,937.72 100 100 Guangdong Logistics Cost method 1,269,502.30 5,596,006.21 - 5,596,006.21 100 100 Sinopharm Yuexing Cost method 16,459,326.27 43,459,326.27 - 43,459,326.27 100 100 Sinopharm Cost method 6,995,065.51 14,995,065.51 - 14,995,065.51 100 100 - 181 - Foshan Zhijun Suzhou Cost method 134,250,000.00 165,900,000.00 100,000,000 265,900,000.00 100 100 Sinopharm Guangxi Cost method 33,048,985.28 104,048,985.28 - 104,048,985.28 100 100 Sinopharm Zhanjiang Cost method 1,369,864.65 15,769,864.65 - 15,769,864.65 100 100 - 182 - X Notes to the main items of financial statement of the Company (continued) (3) Long-term equity investments (continued) (a) Subsidiaries(continued) Increases/(decreases) Equity interest Voting rights held Accounting method Original investment cos 31 December 2012 in investment cost 30 June 2013 held (%) (%) Sinopharm Cost method Yanfeng 38,207,800.00 38,207,800.00 - 38,207,800.00 51 51 Sinopharm Cost method Meizhou 4,481,900.00 4,481,900.00 - 4,481,900.00 100 100 Shenzhen Cost method Medical 37,850,830.38 37,850,830.38 - 37,850,830.38 100 100 Sinopharm Cost method Huizhou 20,939,177.19 5,644,200.00 - 5,644,200.00 100 100 Shenzhen Cost method Trade 7,689,226.69 7,689,226.69 - 7,689,226.69 100 100 Sinopharm Cost method Zhaoqing 5,060,000.00 5,060,000.00 - 5,060,000.00 100 100 Sinopharm Cost method Jiangmen 56,000,000.00 56,000,000.00 - 56,000,000.00 100 100 Sinopharm Cost method Zhongshan 10,000,000.00 10,000,000.00 - 10,000,000.00 100 100 Sinopharm Cost method Shaoguan 13,580,000.00 13,580,000.00 - 13,580,000.00 70 70 1,355,718,721.07 100,000,000 1,455,718,721.07 - 183 - X Notes to the main items of financial statement of the Company (continued) (3) Long-term equity investments (continued) (b) Associates Movement Equity Voting Explanation for interest rights the held held (%) inconsistence (%) between equity interest held Accounting Initial and voting rights method investment 31 December 2012 Share of profit or loss Dividend declared 30 June 2013 held Board of the directors is the highest decision making Wanle MedicalEquity method 4,457,400.00 121,019,845.50 18,576,985.34 (28,152,000.00) 111,444,830.84 35.19 33.33 organization, which is formed by 2 shareholder of Wanle Medical evenly 121,019,845.50 18,576,985.34 (28,152,000.00) 111,444,830.84 - 184 - X 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 Increase in Decrease in 31 December 2012 Current year Current year 31 June 2013 31 December 2011 Shenzhen Trade 7,689,226.69 - - 7,689,226.69 (4) Sales and cost of sales Year 2013 January to June Year 2012 January to June Revenue of main operations 1,189,379,218.09 1,058,403,057.36 Other operating income 4,062,055.85 3,510,823.22 1,193,441,273.94 1,061,913,880.58 Year 2013 January to June Year 2012 January to June Cost of main operations 1,140,794,978.30 1,008,100,639.25 Other operating expenses 1,872,163.40 1,425,920.58 1,142,667,141.70 1,009,526,559.83 (a) Revenue of main operations and Cost of main operations Analysed by industry: Year 2013 January to June Year 2012 January to June Revenue of main Cost of main Revenue of main Cost of main operations operations operations operations Pharmaceutical distribution 1,189,379,218.09 1,140,794,978.30 1,058,403,057.36 1,008,100,639.25 - 185 - X Notes to the main items of financial statement of the Company (continued) (4) Revenue of main operations and Cost of main operations (continued) (b) Main operations by district Year 2013 January to June Year 2012 January to June District Revenue Cost Revenue Cost Domestic sales 1,189,379,218.09 1,140,794,978.30 1,058,403,057.36 1,008,100,639.25 Total 1,189,379,218.09 1,140,794,978.30 1,058,403,057.36 1,008,100,639.25 (c) Top five customers are analysed as follows: The sales to the top five customers of the Company totaling to RMB403,795,388.58 (Year 2012 January to June: RMB225,878,839.42), which accounted for 33.83% (2012: 21.34%) of the total revenue from main operations. Details are set out below: Sales % of total revenue from main operations Sinopharm Jianmin 166,569,729.97 13.96% Shenzhen People’s Hospital 75,447,314.66 6.32% Shenzhen Second People’s Hospital 61,033,391.05 5.11% Peking University Shenzhen Hospital 59,233,493.99 4.96% Shenzhen Nanshan Center People’s Hospital 41,511,458.91 3.48% 403,795,388.58 33.83% (5) Investment income Year 2013 January to Year 2012 January to June June Long-term equity investments income in Cost 316,636,115.70 384,667,945.90 method (Note (a)) Long-term equity investments income in equity 16,016,159.76 18,576,985.34 method (Note (b)) Investment income from disposal of long-term equity investment - 436,680.29 403,244,931.24 333,088,955.75 There is no significant restriction on the investment income remittance to the Company - 186 - X Notes to the main items of financial statement of the Company (continued) (5) Investment income (continued) (a) Long-term equity investments income in Cost method Investment income from the top five investees are analysed as below: Year 2013 Year 2012 Reason of January to June January to June Fluctuation Zhijun Pharm 208,233,461.30 170,527,785.07 Profit increased Sinopharm Guangzhou 111,653,923.40 99,439,823.03 Profit increased Sinopharm Guangxi 30,056,575.76 30,121,638.83 Profit decreased Sinopharm Yuexing 8,334,758.40 4,704,136.15 Profit increased Sinopharm Jianmin 6,338,217.07 1,551,225.94 Profit increased 364,616,935.93 306,344,609.02 (b) Long-term equity investments income in equity method (Note (b)) Share of profit in an associated company Year 2013 Year 2012 Reason of Fluctuation January to June January to June Wanle Medical 18,576,985.34 16,016,159.76 Profit increased - 187 - X 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 Year 2013 January to Year 2012 January to June June Net profit 415,274,263.68 326,019,343.36 Add:Provision for assets impairment 319,855.94 (87,845.57) Depreciation of fixed assets and investment 3,651,261.19 3,762,686.67 properties Amortisation of intangible assets 683,584.76 844,228.64 Amortisation of long-term prepaid expenses 553,549.62 569,556.30 Gains/(losses) on disposal of fixed assets - 23,154.69 Financial expenses 5,352,962.48 11,725,700.60 Investment income (403,244,931.24) (333,088,955.75) (Decrease)/increase in deferred income tax assets (53,392.68) 2,298,245.25 Increase in inventories (20,585,829.83) 8,682,514.28 Decrease in operating receivables (94,100,583.70) (72,592,952.09) Increase in operating receivables 81,163,369.55 99,800,033.57 (10,985,890.23) 47,955,709.95 (b) Net increase in cash Year 2013 January to June Year 2012 January to June Cash at end of year 141,911,747.30 144,950,816.05 less:cash at beginning of year (160,633,355.13) (164,840,499.86) Net decrease in cash and cash equivalents (18,721,607.83) (19,889,683.81) X Notes to the main items of financial statement of the Company (continued) (6) Notes to cash flow statement (continued) - 188 - (c) Cash and cash equivalents 30 June 2013 31 September 2012 Cash at bank and on hand 141,911,747.30 160,633,355.13 Less: restricted other cash balance - - Cash at end of year 141,911,747.30 160,633,355.13 - 189 - XI Non-routine items Year 2012 Year 2013 January to June January to June (Losses)/gains on disposal of non-current assets 3,665.89 (8,813,780.88) Government grants 12,384,950.86 17,984,705.34 Net profit gained for the period from 1 January 2011 to the date of business combination under common control - (240,695.14) Receivables impairment reversal by individual assessment 469,770.27 - Other non-operating (expenses)/income, net (12,371,947.75) (19,735,314.91) 486,439.27 (10,805,085.59) Tax impact of above non-routine items 169,935.06 3,022,046.74 Share of minority interests of above non-routine items after tax (41,883.12) (490,633.30) 614,491.21 (8,273,672.15) Basis of preparation for non-routine items 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. XII Return on equity and earnings per share Weighted average return Earnings per share on equity Basic earnings per share Diluted earnings per share (%) Year 2013 Year 2012 Year 2013 Year 2012 Year 2013 Year 2012 January to January to January to January to January to January to June June June June June June Consolidated net profit attributable to the shareholders of the Company 13.81% 16.35% 0.905 0.833 0.905 0.833 Consolidated net profit attributable to the shareholders of the Company, excluding non-routine items 13.78% 16.92% 0.903 0.862 0.903 0.862 - 190 - XIII Notes for significant fluctuation of major accounts in financial statements Fluctuation with 30% or above, and balance accounting for 5% or above of total assets or transaction accounting for 10% or above of profit before tax are analysed as below: (1) Balance sheet items Items Note 30 June 2013 31 December 2012 Increase / Margin (decrease) Amount consolidated consolidated Cash and bank 1.1 892,437,822.56 953,992,070.61 (61,554,248.05) -6% Notes receivable 1.2 755,579,086.01 650,860,240.37 104,718,845.64 16% Accounts receivable 1.3 5,183,848,441.33 4,393,325,300.66 790,523,140.67 18% Dividends receivable 1.4 28,152,000 - 28,152,000 100% Inventory 1.5 1,719,167,536.68 1,734,679,063.78 (15,511,527.10) -1% Other current assets 1.6 3,728,366.69 8,080,607.66 (4,352,240.97) -54% Fixed assets 1.7 665,983,445.31 690,487,633.12 (24,504,187.81) -4% Short-term borrowings 1.8 1,855,381,004.66 1,687,810,294.37 167,570,710.29 10% Notes payable 1.9 1,263,380,691.48 1,105,275,538.24 158,105,153.24 14% Accounts payable 1.10 3,503,374,828.56 3,197,354,275.46 306,020,553.10 10% Taxes payable 1.11 79,707,226.64 51,390,674.43 28,316,552.21 55% Interest payable 1.12 22,077,246.57 13,035,821.07 9,041,425.50 69% Provisions 1.13 22,040,000.00 - 22,040,000.00 100% Long-term payables 1.14 - 32,259.60 (32,259.60) -100% Undistributed profit 1.15 1,591,804,015.15 1,382,882,906.24 208,921,108.91 15% 1.1 Mainly due to net cash inflow between operating activities and cash investing and financing activities increased. 1.2 Mainly due to increased sales. 1.3 Mainly due to increased sales. 1.4 Mainly due to cash dividends declared by associate, Wanle Medical. 1.5 Mainly due to the work in progress and finished goods in pharmaceutical companies decreased 1.6 Mainly due to the VAT overpaid decrease. 1.7 Mainly due to the depreciation. 1.8 Mainly due to the increase in discounted notes receivable and in credit loans. 1.9 Mainly due to the increase in purchases. 1.10 Mainly due to the increase in purchases. 1.11 Mainly due to the increase in sales and purchases and corporate earnings. 1.12 Mainly due to increased interest in short-term financing bonds. 1.13 Mainly due to provisions for the compensation of lawsuit. 1.14 Mainly due to the Company's subsidiary seniority workers’ compensation paid during the period. 1.15 Mainly due to the profit for the period due. - 191 - XIII Notes for significant fluctuation of major accounts in financial statements(continued) (2) Income statement items Items Note Year 2013 Year 2012 Increase / Margin January to June January to June (decrease) Amount consolidated consolidated Sales 2.1 10,131,712,690.44 8,803,252,346.20 1,328,460,344.24 15% Cost 2.2 9,279,455,305.53 7,967,951,745.26 1,311,503,560.27 16% Selling and distribution expenses 2.3 242,609,042.07 233,599,483.22 9,009,558.85 4% Administration expenses 2.4 182,897,044.09 176,226,562.15 6,670,481.94 4% Financial expenses – net 2.5 76,468,650.83 88,489,461.15 (12,020,810.32) -14% Asset impairment losses 2.6 16,807,658.72 8,388,213.89 8,419,444.83 100% Including: Loss on disposal of 2.7 28,872.00 8,985,832.50 (8,956,960.50) -100% non-current assets Minority interest 2.8 7,005,488.47 3,176,522.02 3,828,966.45 121% 2.1 Mainly due to the growth in sales. 2.2 Mainly due to increased sales, thus cost of sales increased. 2.3 Mainly due to increased sales scale and publicity. 2.4 Mainly due to the R & D and tax increases spending. 2.5 Mainly due to the current decrease in loans and financing rates. 2.6 Mainly due to the current limitation in antibiotic by the pharmaceutical industry and local bidding policy changes. 2.7 Mainly due to resettlement costs and losses caused by the disposal of non-current asset, which doesn’t happen in this period. 2.8 Mainly due to the growth in net profit. - 192 - XIII Notes for significant fluctuation of major accounts in financial statements(continued) (3) Cash flow item Items Note Year 2013 Year 2012 Increase / Margin January to June January to June (decrease) Amount consolidated consolidated Refund of taxes and surcharges 3.1 7,570,798.77 1,635,046.52 5,935,752.25 363% Net cash flows from operating activities 3.2 238,276,873.08 138,909,868.17 99,367,004.91 72% Cash received from disposal of investments 3.3 - 13,520,461.47 (13,520,461.47) 100% Cash received from returns on investments 3.4 76,611.00 1,186,748.27 (1,110,137.27) -94% Cash received relating to other investing 3.5 - 50,000,000.00 (50,000,000.00) 100% activities Cash paid to acquire fixed assets, intangible 3.6 31,240,049.89 100,816,136.04 (69,576,086.15) -69% assets and other long-term assets Net cash paid to acquire subsidiaries 3.7 - 24,618,888.24 (24,618,888.24) 100% and other business units Cash received from borrowings 3.8 335,703,705.83 542,234,155.37 (206,530,449.54) -38% Cash received relating to other financing 3.9 - 379,293,299.15 (379,293,299.15) 100% Activities Including: Cash payments for dividends or 3.10 - 915,144.07 (915,144.07) 100% profit to minority shareholders of subsidiaries Cash repayments of borrowings 3.11 412,825,109.96 556,539,508.71 (143,714,398.75) -26% Cash payments relating to other financing 3.12 48,947,088.25 367,370,000.00 (318,422,911.75) (87%) activities Effect of foreign exchange rate changes on 3.13 -1.48 8,041.08 (8,042.56) (100%) cash 3.1 Mainly due to the Company's subsidiaries received tax refund because of government support policies and other reasons. 3.2 Mainly due to the sales grew when compared with the last year and the accelerating the return of receivables. Mainly due to the bonus receipt from the associate Wanle Pharm during the same period last year, but the Company has not 3.3 yet received bonus this year. 3.4 Mainly due to less disposal of vehicles and other fixed assets in the current year. 3.5 Mainly due to in the same period last year, the subsidiary Guangxi Logistics received government grants because the Government implemented the relocation of urban redevelopment. Mainly due to the same period last year payment to completed works. But the current business with such large expenditures 3.6 does not exist this period. 3.7 Mainly due to payment to the newly acquired subsidiaries equity funds. But not the same matter exists this year. 3.8 Mainly due to the decreased scale of financing. 3.9 Mainly due to the decreased scale of financing. 3.10 Mainly due to the Company's subsidiary Sinopharm Yanfeng paid dividends to minority shareholders. But not the same matter exists this year. 3.11 Mainly due to the decreased cash repayments. 3.12 Mainly due to the decrease of debt repayment this year. - 193 - 3.13 Mainly due to the increased of foreign currency holdings. - 194 - Section IX. Documents Available for Reference (I)Accounting Statements carried with the signature and seals of legal representative, chief financial officer and person in charge of accounting; (II)Original text of all documents of the Company as well as manuscript of the announcement disclosed in reporting period on Securities Times, China Securities Journal and Hong Kong Commercial Daily appointed by the CSRC; (III)Semi-annual Report of 2013 carried with the personnel signature of the Chairman; (IV)Other relevant files - 195 -