国药集团一致药业股份有限公司 2014 年第一季度报告全文 China National Accord Medicines Corporation Ltd. First Quarterly Report 2014 April 2014 1 国药集团一致药业股份有限公司 2014 年第一季度报告全文 Section I. Important Notes Board of Directors and the Supervisory Committee of China National Accord Medicines Corporation Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives should guarantee the reality, accuracy and completion of the quarterly report, there are no any fictitious statements, misleading statements or important omissions carried in this report, and shall take legal responsibilities, individually and/or jointly. All Directors are attended the Board Meeting for Quarterly Report deliberation. Yan Zhigang, person in charge of the Company, Wei Pingxiao, person in charge of accounting works and Chi Guoguang, person in charge of accounting organ (accounting officer) hereby confirm that the Financial Report of this Quarterly Report is authentic, accurate and complete. 2 国药集团一致药业股份有限公司 2014 年第一季度报告全文 Section II. Main financial data and changes of shareholders 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 Changes of this period over Current Period Same period of last year same period of last year (%) Operating income (RMB) 5,533,524,159.08 4,868,822,373.35 13.65% Net profit attributable to shareholders of 167,818,387.39 143,654,533.90 16.82% the listed company(RMB) Net profit attributable to shareholders of the listed company after deducting 165,006,263.57 141,497,888.97 16.61% non-recurring gains and losses(RMB) Net cash flow arising from operating -425,683,165.96 109,790,134.68 -487.72% activities(RMB) Basic earnings per share (RMB/Share) 0.582 0.499 16.63% Diluted earnings per share (RMB/Share) 0.582 0.499 16.63% Weighted average ROE (%) 7.21% 7.77% -0.56% Changes of this period-end At the end of the reporting At the end of last year over same period-end of last period year (%) Total assets (RMB) 12,270,542,740.33 11,057,896,941.31 10.97% Net assets attributable to shareholder of 4,341,641,458.89 2,244,757,658.03 93.41% listed company (RMB) Items of non-recurring gains and losses √ Applicable □ Not applicable In RMB Amount from year-begin to Item Note period-end Gains/losses from the disposal of non-current asset (including the Earnings from disposal of fixed 50,244.46 write-off that accrued for impairment of assets) assets of vehicles etc. Government subsidies as RMB Governmental subsidy reckoned into current gains/losses (not one million strategy emerging including the subsidy enjoyed in quota or ration according to industry brand cultivation 2,957,137.48 national standards, which are closely relevant to enterprise’s subsidy from Economy, Trade business) and Information Commission of Shenzhen Municipality, RMB 3 国药集团一致药业股份有限公司 2014 年第一季度报告全文 0.68 million transform compensation for Old Town and government subsidy RMB 0.25 million received from Guangzhou Commercial Circulation Development Fund Project etc. Reversal of impairment reserve for account receivable with 118,656.41 separate impairment testing The payable with long age account which was no need to Other non-operating income and expenditure except for the paid was transferred to 395,081.69 aforementioned items non-operation income and earnings from waste disposal from subsidiary Less: impact on income tax 708,821.92 Impact on minority shareholders’ equity (post-tax) 174.30 Total 2,812,123.82 -- 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 II. Total number of shareholders at the end of this report period and top ten shareholders In shares Total shareholders 11,128 at the end of report period Top ten shareholders Amount of Number of share pledged/frozen Nature of Proportion of Amount of Shareholder’s name restricted shares shareholder shares held (%) shares held State of share Amount held Sinopharm Group State-owned 51% 184,942,291 74,482,543 Co., Ltd. legal person National Social Domestic non Security Fund 116 state-owned legal 2.76% 10,000,664 combination person VALUE PARTNERS Foreign legal 2.12% 7,697,761 CLASSIC FUND person HTHK/CMG Foreign legal FSGUFP-CMG 1.94% 7,032,720 person FIRST STATE 4 国药集团一致药业股份有限公司 2014 年第一季度报告全文 CHINA GROWTH FD National Social Domestic non Security Fund 106 state-owned legal 1.91% 6,944,094 combination person CCB—China Domestic non Advantage Growth state-owned legal 1.63% 5,893,017 stock securities person investment fund BOC-Harvest Domestic non research selected state-owned legal 1.2% 4,368,057 stock securities person investment fund Domestic non Corporation pension state-owned legal 1.17% 4,256,005 plan of CNPC-ICBC person ICBC—Harvest Domestic non Theme New Power state-owned legal 1.17% 4,229,133 stock securities person investment fund CCB—Fortune SG Domestic non Industry Selected state-owned legal 1.02% 3,685,949 Stock Securities person Investment Fund Top ten shareholders with unrestricted shares held Type of shares Shareholder’s name Amount of unrestricted shares held Type Amount RMB ordinary Sinopharm Group Co., Ltd. 110,459,748 110,459,748 shares National Social Security Fund 116 RMB ordinary 10,000,664 10,000,664 combination shares Domestically VALUE PARTNERS CLASSIC FUND 7,697,761 listed foreign 7,697,761 shares Domestically HTHK/CMG FSGUFP-CMG FIRST 7,032,720 listed foreign 7,032,720 STATE CHINA GROWTH FD shares National Social Security Fund 106 RMB ordinary 6,944,094 6,944,094 combination shares CCB—China Advantage Growth stock RMB ordinary 5,893,017 5,893,017 securities investment fund shares 5 国药集团一致药业股份有限公司 2014 年第一季度报告全文 BOC-Harvest research selected stock RMB ordinary 4,368,057 4,368,057 securities investment fund shares Corporation pension plan of RMB ordinary 4,256,005 4,256,005 CNPC-ICBC shares ICBC—Harvest Theme New Power RMB ordinary 4,229,133 4,229,133 stock securities investment fund shares CCB—Fortune SG Industry Selected RMB ordinary 3,685,949 3,685,949 Stock Securities Investment Fund shares BOC-Harvest research selected stock securities investment fund and ICBC—Harvest Theme New Power stock securities investment fund shares the same administrator with Harvest Fund Management Co., Ltd.; VALUE PARTNERS CLASSIC FUND, one of the Explanation on associated relationship top ten shareholders, is one of the VALUE PARTNERS; it is unknown that there exists no among the aforesaid shareholders 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. Whether has a buy-back agreement dealing in reporting period □ Yes √ No 6 国药集团一致药业股份有限公司 2014 年第一季度报告全文 Section III. Significant Events I. Particulars about material changes in items of main accounting statement and financial index and explanations of reasons 1. Monetary fund: increased 1149.06 million Yuan over that of balance at period-begin with growth rate of 103.19%, mainly because amount of private placement received in the Period; 2. Other current assets: decreased 3.79 million Yuan over that of balance at period-begin with growth rate of -31.03%, mainly because the retained VAT decreased in the Period; 3. Wages payable: decreased 62.30 million Yuan over that of balance at period-begin with growth rate of -39.07%, mainly because the remuneration, accrual last year, has distributed in this period; 4. Capital reserves: increased 1854.58 million Yuan over that of balance at period-begin with growth rate of 32251.72%, mainly because of equity premium arising from privately placement in the Period; 5. Business tax and surcharge: increased 4.76 million Yuan y-o-y with growth rate of 40.74%, mainly because soaring sales drive the increase of VAT, than relevant surcharges increased correspondingly; 6. Financial expenses: increased 14.15 million Yuan y-o-y with growth rate of 42.73%, mainly because the scale of financing expanded and interest rate of financing goes up; 7. Assets impairment loss: decreased 7.25 million Yuan y-o-y with growth rate of -74.58%, mainly because reinforce the inventory management in the Period, and impact from the price reduction on drugs, the accrual inventory falling price reserves declined on a y-o-y basis; 8. Non-operation revenue: increased 1.51 million Yuan y-o-y with growth rate of 66.16%, mainly because the government subsidy received in the Period increased on a y-o-y basis; 9. Non-operation expenditure: increased 0.34 million Yuan y-o-y with growth rate of 645.09%, mainly because the donation outside and losses from disposal of non-current assets have a y-o-y growth in the Period; 10. Loss from disposal of non-current assets: increased 20,000 Yuan y-o-y with growth rate of 101.36%, mainly because disposal of fixed assets as vehicles increased y-o-y in the Period; 11. Tax refunds received: increased 0.23 million Yuan y-o-y with growth rate of 96.94%, mainly because tax rebates from subsidiary increased y-o-y; 12. Cash paid for purchasing goods and receiving labor service: increased 1406.46 million Yuan y-o-y with growth rate of 32.74%, mainly because along with the increase of sales, account paid for procurement growth y-o-y; 13. Taxes paid: increased 58.16 million Yuan y-o-y with growth rate of 50.71%, mainly because vary taxes increased y-o-y for the growth of sales and improvement of profits; 14. Net cash flow from operation activity: decreased 535.47 million Yuan y-o-y with growth rate of -487.72%, mainly because the account paid for procurement and vary taxes paid in the Period increased y-o-y; 15. Net cash received from disposal of fixed assets, intangible assets and other long-term assets: increased 0.19 million Yuan y-o-y with growth rate of 323.39%, mainly because income from disposal of fixed assets in the Period increased y-o-y; 16. Cash received from other activities related to investment: increased 5.08 million Yuan y-o-y with growth rate of 100.00%, mainly because the monetary fund owned by Sinopharm Holding Shantou on purchasing day, the subsidiary newly acquired in the Period, was listed in the item; 17. Cash paid for purchasing fixed assets, intangible assets and other long-term assets: increased 28.67 million Yuan y-o-y with 7 国药集团一致药业股份有限公司 2014 年第一季度报告全文 growth rate of 168.69%, mainly because more investment for engineering project of workshop reconstruction in the Period; 18. Net cash flow from investment activity: decreased 23.39 million Yuan y-o-y with growth rate of -138.14%, mainly because expenditure from workshop reconstruction increased; 19. Cash received from investors: increased 1941.76 million Yuan y-o-y with growth rate of 100.00%, mainly because amount from private placement was received in the Period, and no such business occurred in same period of last year; 20. Cash paid for debt settlement: increased 256.11 million Yuan y-o-y with growth rate of 133.96%, mainly because loans payment in the Period growth y-o-y; 21. Cash paid for distribution of dividend or profit or cash payments for interests: increased 19.91 million Yuan y-o-y with growth rate of 69.54%, mainly because the loans interest paid in the Period increased y-o-y; 21. Net cash flow from financing activity: increased 1691.02 million Yuan y-o-y with growth rate of 2,135.69%, mainly because amount from private placement was received in the Period, and no such business occurred in same period of last year; 22. Influence on cash and cash equivalent from exchange rate fluctuation: increased 4,600 Yuan y-o-y with growth rate of 1656107.14%, mainly because foreign currency held increased in the period. II. Analysis and explanation of significant events and their influence and solutions 1. On 13 February 2014, the “Notice of Approval of Privately Offering of A-share from IEC of the CSRC” was released by the Company. For relevant notice, please refer to Juchao Website dated 13 February 2014. 2. On 8 March 2014, the “Application of Privately Offering of A-share of Sinopharm Accord was Examined and Approved by CSRC” was released by the Company. For relevant notice, please refer to Juchao Website dated 8 March 2014. 3. On 20 March 2014, the “China National Accord: Placement Report for the Privately Placement of A-Share and Listed Company Statement” etc. were released by the Company. For relevant notice, please refer to Juchao Website dated 20 March 2014. Information index for temporary report Overview Date for disclosure disclosure Notice of Approval of Privately Offering of Juchao Website 2014-02-13 A-share from IEC of the CSRC http://www.cninfo.com.cn/ Application of Privately Offering of A-share Juchao Website of Sinopharm Accord was Examined and 2014-03-08 http://www.cninfo.com.cn/ Approved by CSRC “China National Accord: Placement Report Juchao Website for the Privately Placement of A-Share and 2014-03-20 http://www.cninfo.com.cn/ Listed Company Statement” III. Commitments from the Company or shareholders (with over 5% shares held) in or occurred in the previous period but continued to reporting period Commitment Commitment Commitments Accepter Contents Implementation time period 8 国药集团一致药业股份有限公司 2014 年第一季度报告全文 Share Merger Reform As a large pharmaceutical commercial enterprise whose business involves pharmaceutical wholesale and retail, Sinopharm Holding may overlap with the Company in geographical segmentation during its future business development. To avoid the potential peer competition brought by such geographical overlap, Sinopharm Holding undertakes that, upon the transfer of shares of Sinopharm Holding Guangzhou it held to Accord Pharma, “1. it will not newly-establish or broaden within Guangdong any business Commitments in operation that actually compete with that of report of Sinopharm Long-term Normally implement Accord Pharma, or set up any new subsidiaries 2005-06-21 acquisition or Holding effective or subordinate enterprises who engage in such equity change business. 2. it will enter into business delineation with Accord Pharma and Sinopharm Holding Guangzhou, thereby giving the three parties clear geographical areas to carry out pharmaceutical wholesale and retail businesses, so as to avoid potential peer competition. Apart from above, Sinopharm Holding will no longer newly-establish any enterprise that may compete with Accord Pharma in the production and R&D of pharmaceutical products.” Commitments in assets reorganization Sinopharm Holding has undertaken in the Letter of Undertaking from Sinopharm Group Controlling shareholder Co. Ltd. on Avoiding Peer Competition that, is implement in real “I. the Company and the enterprises it Commitments earnest, Sinopharm wholly-owns, controls or has de facto control made in initial Sinopharm Long-term Accord will actively over (excluding Sinopharm Accord and its 2013-09-05 public offering or Holding effective urged the controlling controlled enterprises, similarly hereinafter) do re-financing shareholder and actual not exist any business or operation that would controller to fulfill constitute substantive peer competition with commitments Sinopharm Accord and its controlled enterprises. II. the Company and the 9 国药集团一致药业股份有限公司 2014 年第一季度报告全文 enterprises it wholly-owns, controls or has de facto control over will not engage in, participate in or carry out in Guangdong and Guangxi any business or activities that would constitute substantive competition with the pharmaceutical commercial businesses of Sinopharm Accord. III. the Company and the enterprises it wholly-owns, controls or has de facto control over will not engage in, participate in or carry out any business or activities that would constitute substantive competition with the pharmaceutical industrial businesses of Sinopharm Accord. IV. the Company will not make use of its control over Sinopharm Accord to damage the legal interests of Sinopharm Accord and other shareholders (especially minority shareholders). The Letter of Undertaking takes effect since the date of issue and will remain effective during the entire period when the Company has been the controlling shareholder or connected party of Sinopharm Accord. During the validity of the Undertaking, the Company will indemnify in time Sinopharm Accord from any loss which may arise out of the Company’s violation of the Undertaking.” Sinopharm Holding has undertaken in the Letter of Undertaking from Sinopharm Group Co. Ltd. on Standardization of the Connected Transactions with China National Accord Medicines Corporation Ltd. that, “I. during the period when the Company takes control over Controlling shareholder Sinopharm Accord, the Company and the is implement in real companies or enterprises it directly or earnest, Sinopharm Sinopharm indirectly controls (hereinafter referred to as Long-term Accord will actively 2013-09-05 Holding “Connected Party”) will strictly standardize effective urged the controlling the connected transactions with Sinopharm shareholder and actual Accord and its controlled enterprises. II. for controller to fulfill those connected transactions beyond commitments avoidance or out of reasonable causes, the Company and Connected Party will enter into standardized connected transaction agreement with Sinopharm Accord according to law. Sinopharm Accord will perform approval 10 国药集团一致药业股份有限公司 2014 年第一季度报告全文 procedure according to relevant laws, rules and regulations, other standardization documents and its constitutional documents, and fulfill its obligation to disclose information on connected transactions. III. for those connected transactions beyond avoidance or out of reasonable causes, the Company and Connected Party will determine the prices of connected transactions based on the prices of same or similar transactions entered into by independent third parties of no connection while following the principles of open, fair and just to ensure the fairness. IV. when the board or shareholders’ meeting of Sinopharm Accord votes on the relevant connected transactions involving the Company and other enterprises it controls, the Company will perform obligations including that necessary interested directors and shareholders shall be abstained from voting according to relevant regulations, and follow the legal procedures for approval of connected transactions and fulfill its information disclosure obligation. V. the Company guarantees to attend shareholders’ meeting according to the constitutional documents of Sinopharm Accord, exercise its corresponding rights and assumed its corresponding obligations in an equitable manner, not to take advantage of its standing as controlling shareholder to seek unjust interests, or to use connected transactions to illegally transfer capital or profit out of Sinopharm Accord, or to prejudice the legal interests of Sinopharm Accord and other shareholders (especially minority shareholders). VI. the Letter of Undertaking takes effect since the date of issue and will remain effective during the entire period when the Company has been the controlling shareholder or connected party of Sinopharm Accord. During the validity of the Undertaking, the Company will indemnify in time Sinopharm Accord from any loss that may arise out of the Company’s violation of 11 国药集团一致药业股份有限公司 2014 年第一季度报告全文 the Undertaking.” ”Sinopharm Group has undertaken in the Letter of Undertaking from China National Pharmaceutical Group Corporation on Avoiding the Peer Competition with China National Accord Medicines Corporation Ltd. that, “I. in the coming five years, Sinopharm Group intends to take appropriate measures including replacement or acquisition of assets or equity reorganization to solve the problem of peer competition between Weiqida and Sinopharm Accord. II. apart from the matters disclosed in the past and in the Letter of Undertaking, the Company and the enterprises it wholly-owns, controls or has de facto Actual controller is control over (excluding Sinopharm Accord implement in real earnest, and its controlled enterprises, similarly Sinopharm Accord will Sinopharm Long-term hereinafter) do not directly engage in, 2013-10-16 actively urged the Group effective participate in or carry out within the PRC any controlling shareholder business or activities that would constitute and actual controller to substantive competition with the production fulfill commitments and operation of Sinopharm Accord. The relative undertakings in respect of avoiding peer competition given by the Company in the past remain valid. III. the Company will not take advantage of its control over Sinopharm Accord to damage the legal interests of Sinopharm Accord and other shareholders (especially minority shareholders). IV. the Letter of Undertaking takes effect since the date of issue and will remain effective during the entire period when the Company has been the de facto controller or connected party of Sinopharm Accord.” Sinopharm Group has undertaken in the Letter Actual controller is of Undertaking from China National implement in real earnest, Pharmaceutical Group Corporation on Sinopharm Accord will Sinopharm Standardization of the Connected Transactions Long-term 2013-09-22 actively urged the Group with China National Accord Medicines effective controlling shareholder Corporation Ltd that, “I. during the period and actual controller to when the Company takes control over fulfill commitments Sinopharm Accord, the Company and the 12 国药集团一致药业股份有限公司 2014 年第一季度报告全文 companies or enterprises it directly or indirectly controls (hereinafter referred to as “Connected Party”) will strictly standardize the connected transactions with Sinopharm Accord and its controlled enterprises. II. for those connected transactions beyond avoidance or out of reasonable causes, the Company and Connected Party will enter into standardized connected transaction agreement with Sinopharm Accord according to law. Sinopharm Accord will perform approval procedure according to relevant laws, rules and regulations, other standardization documents and its constitutional documents, and fulfill its obligation to disclose information on connected transactions. III. for those connected transactions beyond avoidance or out of reasonable causes, the Company and Connected Party will determine the prices of connected transactions based on the prices of same or similar transactions entered into by independent third parties of no connection while following the principles of open, fair and just to ensure the fairness. IV. when the board or shareholders’ meeting of Sinopharm Accord votes on the relevant connected transactions involving the Company and other enterprises it controls, the Company will perform obligations including that necessary interested directors and shareholders shall be abstained from voting according to relevant regulations, and follow the legal procedures for approval of connected transactions and fulfill its information disclosure obligation. V. the Company guarantees not to take advantage of its standing as actual controller to seek unjust interests, or to use connected transactions to illegally transfer capital or profit out of Sinopharm Accord, or to prejudice the legal interests of Sinopharm Accord and other shareholders (especially minority shareholders).”VI. the Letter of Undertaking takes effect since the date of issue and will 13 国药集团一致药业股份有限公司 2014 年第一季度报告全文 remain effective during the entire period when the Company has been the actual controller or connected party of Sinopharm Accord. Other commitments to minority shareholders of the Company Completed on Yes time or not IV. Predict of the business performance from January to June 2014 Warnings and reasons of the predict that the cumulative net profit from the begin of the year to the end of next report period may be loss or have great changes comparing with the same period of last year □Applicable √Not applicable V. Registration form for receiving research, communication and interview in the report period Type of Contents discussed and Date Place Method Investor investors materials supplied CMS, Haitong Securities, CCB Principal Asset Management, Huarong Securities, Zhongdian Xin’an Investment Management Co., Ltd., Yuance Investment Management Co., Ltd., Everbright Securities, Mingyuan Investment, Dingfeng Asset Management, Qingxi Assets Management Co., Ltd., Huashang Fund Management, Shanghai Daweide Investment Co., Ltd., Anbang Assets Visited the Company Management Co., Ltd., Greenwoods Asset Management, and knew the influence Accord Shenzhen Jingshi Investment Management Co., Ltd., Gold Spot of medical reform policy 2014-02-18 Pharm. Institution State Securities, First Capital Securities, Shangcheng Asset investigation to the development of Bldg. Management, TF Securities, Shenzhen Branch of the industry. No material Dongguan Securities, CPIC, China Southern Asset provided. Management, Marco Polo Zhizheng Assets Management Co., Ltd., China AMC, Anhui Guofu Industrial Investment Fund Management Co., Ltd., First State Cinda Fund、 Macro Capital, Shanghai Qingyuan Investment Management Co., Ltd., GF Securities, Industrial Securities, Fortune SG Fund Management, Sinolink Securities 14 国药集团一致药业股份有限公司 2014 年第一季度报告全文 Section IV. Financial Statement I. Financial statement 1. Consolidate balance sheet Prepared by China National Accord Medicines Corporation Ltd. In RMB Items Balance at period-end Balance at period-begin Current assets: Monetary funds 2,262,626,515.25 1,113,562,211.65 Settlement provisions Capital lent Transaction finance asset Notes receivable 801,130,262.49 739,061,141.72 Accounts receivable 5,634,061,988.73 5,675,658,506.78 Accounts paid in advance 77,347,227.14 64,367,040.17 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 37,170,207.05 29,620,899.71 Purchase restituted finance asset Inventories 1,862,984,801.00 1,831,267,290.00 Non-current asset due within one year Other current assets 8,417,186.85 12,203,752.77 Total current assets 10,683,738,188.51 9,465,740,842.80 Non-current assets: Granted loans and advances Finance asset available for sales Held-to-maturity investment Long-term account receivable 15 国药集团一致药业股份有限公司 2014 年第一季度报告全文 Long-term equity investment 146,100,876.69 135,341,010.52 Investment property 76,093,064.20 77,269,718.14 Fixed assets 748,637,172.69 766,741,590.63 Construction in progress 131,573,671.23 126,606,806.01 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 148,776,674.17 150,561,964.46 Expense on Research and 5,619,315.47 5,619,315.47 Development Goodwill 85,228,833.15 85,228,833.15 Long-term expenses to be 40,924,193.18 35,985,621.47 apportioned Deferred income tax asset 73,156,258.77 68,895,938.25 Other non-current asset 130,694,492.27 139,905,300.41 Total non-current asset 1,586,804,551.82 1,592,156,098.51 Total assets 12,270,542,740.33 11,057,896,941.31 Current liabilities: Short-term loans 1,921,897,703.65 2,744,941,589.11 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable 1,166,128,774.72 1,495,401,188.09 Accounts payable 3,767,764,939.94 3,436,936,497.16 Accounts received in advance 41,547,327.73 38,570,231.44 Selling financial asset of repurchase Commission charge and commission payable Wage payable 97,170,165.27 159,466,364.12 Taxes payable 89,622,047.65 76,045,260.04 Interest payable 12,206,953.34 13,065,850.14 Dividend payable 16 国药集团一致药业股份有限公司 2014 年第一季度报告全文 Other accounts payable 474,333,702.13 496,102,247.39 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within 1 7,800,000.00 7,800,000.00 year Other current liabilities 22,040,000.00 22,040,000.00 Total current liabilities 7,600,511,614.43 8,490,369,227.49 Non-current liabilities: Long-term loans Bonds payable Long-term account payable Special accounts payable 4,287,000.00 4,287,000.00 Projected liabilities Deferred income tax liabilities 24,319,675.64 24,644,887.76 Other non-current liabilities 220,580,924.69 221,958,761.49 Total non-current liabilities 249,187,600.33 250,890,649.25 Total liabilities 7,849,699,214.76 8,741,259,876.74 Owner’s equity (or shareholders’ equity): Paid-in capital (or share capital) 362,631,943.00 288,149,400.00 Capital public reserve 1,860,333,209.04 5,750,338.57 Less: Inventory shares Reasonable reserve Surplus public reserve 144,855,634.40 144,855,634.40 Provision of general risk Retained profit 1,973,820,672.45 1,806,002,285.06 Balance difference of foreign currency translation Total owner’s equity attributable to 4,341,641,458.89 2,244,757,658.03 parent company Minority interests 79,202,066.68 71,879,406.54 Total owner’s equity (or shareholders’ 4,420,843,525.57 2,316,637,064.57 equity) Total liabilities and owner’s equity(or 12,270,542,740.33 11,057,896,941.31 shareholders’ equity) 17 国药集团一致药业股份有限公司 2014 年第一季度报告全文 Legal representative: Yan Zhigang Person in charge of accounting works: Wei Pingxiao Person in charge of accounting organ: Chi Guoguang 2. Balance sheet of parent company Prepared by China National Accord Medicines Corporation Ltd. In RMB Items Balance at period-end Balance at period-begin Current assets: Monetary funds 1,369,458,556.36 218,342,947.03 Transaction finance asset Notes receivable 16,718,425.49 34,964,767.24 Accounts receivable 393,431,023.28 427,376,566.55 Accounts paid in advance 1,271,989.80 35,982.02 Interest receivable 2,483,684.77 1,650,552.45 Dividend receivable Other receivables 1,597,963,720.33 1,160,527,938.29 Inventories 144,986,973.46 172,165,830.98 Non-current asset due within one year Other current assets 39,482.38 2,657,068.36 Total current assets 3,526,353,855.87 2,017,721,652.92 Non-current assets: Finance asset available for sales Held-to-maturity securities Long-term account receivable Long-term equity investment 1,601,590,371.07 1,583,340,504.90 Investment property 6,610,404.59 7,060,731.46 Fixed assets 19,392,834.12 20,722,267.75 Construction in progress 65,017,501.45 54,974,475.13 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 37,577,836.73 37,966,282.04 Expense on Research and Development Goodwill 18 国药集团一致药业股份有限公司 2014 年第一季度报告全文 Long-term expenses to be 6,510,747.51 6,787,267.98 apportioned Deferred income tax asset 2,941,603.89 2,941,603.89 Other non-current asset 22,951,484.73 29,152,556.06 Total non-current asset 1,762,592,784.09 1,742,945,689.21 Total assets 5,288,946,639.96 3,760,667,342.13 Current liabilities: Short-term loans 758,800,000.00 1,079,500,000.00 Transaction financial liabilities Notes payable 121,548,197.04 247,283,090.92 Accounts payable 346,130,983.60 318,141,136.49 Accounts received in advance 284,883.85 291,691.40 Wage payable 13,580,101.35 16,512,245.17 Taxes payable 5,855,088.68 1,509,173.93 Interest payable 1,436,094.29 1,834,864.78 Dividend payable Other accounts payable 425,852,898.31 421,121,969.02 Non-current liabilities due within 1 year Other current liabilities Total current liabilities 1,673,488,247.12 2,086,194,171.71 Non-current liabilities: Long-term loans Bonds payable Long-term account payable Special accounts payable 800,000.00 800,000.00 Projected liabilities Deferred income tax liabilities 3,773,319.00 3,773,319.00 Other non-current liabilities Total non-current liabilities 4,573,319.00 4,573,319.00 Total liabilities 1,678,061,566.12 2,090,767,490.71 Owner’s equity (or shareholders’ equity): Paid-in capital (or share capital) 362,631,943.00 288,149,400.00 Capital public reserve 1,869,131,597.40 14,548,726.93 19 国药集团一致药业股份有限公司 2014 年第一季度报告全文 Less: Inventory shares Reasonable reserve Surplus public reserve 144,855,634.40 144,855,634.40 Provision of general risk Retained profit 1,234,265,899.04 1,222,346,090.09 Balance difference of foreign currency translation Total owner’s equity(or shareholders’ 3,610,885,073.84 1,669,899,851.42 equity) Total liabilities and owner’s equity(or 5,288,946,639.96 3,760,667,342.13 shareholders’ equity) Legal representative: Yan Zhigang Person in charge of accounting works: Wei Pingxiao Person in charge of accounting organ: Chi Guoguang 3. Consolidated Profit Statement Prepared by China National Accord Medicines Corporation Ltd. In RMB Items Amount at this period Amount at last period I. Total operating income 5,533,524,159.08 4,868,822,373.35 Including: Operating income 5,533,524,159.08 4,868,822,373.35 Interest income Insurance gained Commission charge and commission income II. Total operating cost 5,333,488,597.29 4,699,206,221.19 Including: Operating cost 5,029,648,506.06 4,432,050,849.23 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 16,456,412.89 11,692,662.54 Sales expenses 140,963,077.19 127,880,683.95 Administration expenses 96,697,790.30 84,756,689.56 20 国药集团一致药业股份有限公司 2014 年第一季度报告全文 Financial expenses 47,251,787.11 33,105,615.62 Losses of devaluation of asset 2,471,023.74 9,719,720.29 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed 10,759,866.17 9,260,889.80 with “-”) Including: Investment income on 10,759,866.17 9,260,889.80 affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed 210,795,427.96 178,877,041.96 with “-”) Add: Non-operating income 3,794,783.96 2,283,793.08 Less: Non-operating expense 392,320.33 52,654.41 Including: Disposal loss of 37,633.78 18,690.05 non-current asset IV. Total Profit (Loss is listed with 214,197,891.59 181,108,180.63 “-”) Less: Income tax 42,222,561.34 34,044,022.88 V. Net profit (Net loss is listed with “-”) 171,975,330.25 147,064,157.75 Including: Net profit achieved by the merged party before the merger Net profit attributable to owner’s 167,818,387.39 143,654,533.90 equity of parent company Minority shareholders’ gains and 4,156,942.86 3,409,623.85 losses VI. Earnings per share -- -- i. Basic earnings per share 0.582 0.499 ii. Diluted earnings per share 0.582 0.499 VII. Other consolidated income VIII. Total consolidated income 171,975,330.25 147,064,157.75 Total consolidated income attributable 167,818,387.39 143,654,533.90 to owners of parent company Total consolidated income 4,156,942.86 3,409,623.85 attributable to minority shareholders Legal representative: Yan Zhigang Person in charge of accounting works: Wei Pingxiao Person in charge of accounting organ: Chi Guoguang 4. Profit statement of parent company Prepared by China National Accord Medicines Corporation Ltd. In RMB 21 国药集团一致药业股份有限公司 2014 年第一季度报告全文 Items Amount at this period Amount at last period I. Operating income 630,928,100.07 556,966,727.71 Less: Operating income 606,916,889.78 533,556,373.38 Operating tax and extras 1,448,928.34 967,482.15 Sales expenses 10,773,372.91 9,712,242.94 Administration expenses 10,935,015.93 8,476,872.55 Financial expenses -825,878.75 2,364,622.69 Losses of devaluation of asset 202,141.81 73,319.88 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed 10,759,866.17 9,260,889.80 with “-”) Including: Investment income on 10,759,866.17 9,260,889.80 affiliated company and joint venture II. Operating profit (Loss is listed 12,237,496.22 11,076,703.92 with “-”) Add: Non-operating income 68,960.33 158,771.23 Less: Non-operating expense Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with 12,306,456.55 11,235,475.15 “-”) Less: Income tax 386,647.60 -16,317.45 IV. Net profit (Net loss is listed with 11,919,808.95 11,251,792.60 “-”) V. Earnings per share -- -- i. Basic earnings per share ii. Diluted earnings per share VI. Other consolidated income VII. Total consolidated income 11,919,808.95 11,251,792.60 Legal representative: Yan Zhigang Person in charge of accounting works: Wei Pingxiao Person in charge of accounting organ: Chi Guoguang 5. Consolidated cash flow statement Prepared by China National Accord Medicines Corporation Ltd. In RMB 22 国药集团一致药业股份有限公司 2014 年第一季度报告全文 Items Amount at this period Amount at last period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 5,724,848,719.86 4,735,572,728.08 services Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Insured savings and net increase of investment Net increase of disposal of transaction financial asset Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax received 458,279.02 232,694.10 Other cash received concerning 14,374,722.13 19,078,366.15 operating activities Subtotal of cash inflow arising 5,739,681,721.01 4,754,883,788.33 from operating activities Cash paid for purchasing commodities and receiving labor 5,702,098,302.24 4,295,639,508.28 service Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee 23 国药集团一致药业股份有限公司 2014 年第一季度报告全文 slip Cash paid to/for staff and workers 200,359,447.38 162,986,417.08 Taxes paid 172,863,504.48 114,701,822.78 Other cash paid concerning 90,043,632.87 71,765,905.51 operating activities Subtotal of cash outflow arising 6,165,364,886.97 4,645,093,653.65 from operating activities Net cash flows arising from -425,683,165.96 109,790,134.68 operating activities II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income Net cash received from disposal of fixed, intangible and other long-term 252,600.00 59,661.00 assets Net cash received from disposal of subsidiaries and other units Other cash received concerning 5,080,588.84 investing activities Subtotal of cash inflow from 5,333,188.84 59,661.00 investing activities Cash paid for purchasing fixed, 45,663,080.22 16,994,763.75 intangible and other long-term assets Cash paid for investment Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from 45,663,080.22 16,994,763.75 investing activities Net cash flows arising from -40,329,891.38 -16,935,102.75 investing activities III. Cash flows arising from financing activities Cash received from absorbing 1,941,759,896.01 investment Including: Cash received from absorbing minority shareholders’ 24 国药集团一致药业股份有限公司 2014 年第一季度报告全文 investment by subsidiaries Cash received from loans 186,993,124.89 164,699,901.11 Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from 2,128,753,020.90 164,699,901.11 financing activities Cash paid for settling debts 447,290,917.24 191,180,079.92 Cash paid for dividend and profit 48,547,024.91 28,634,662.45 distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning 21,072,437.76 24,064,510.17 financing activities Subtotal of cash outflow from 516,910,379.91 243,879,252.54 financing activities Net cash flows arising from 1,611,842,640.99 -79,179,351.43 financing activities IV. Influence on cash due to fluctuation 4,636.82 -0.28 in exchange rate V. Net increase of cash and cash 1,145,834,220.47 13,675,680.22 equivalents Add: Balance of cash and cash 1,097,948,354.45 920,748,043.53 equivalents at the period -begin VI. Balance of cash and cash 2,243,782,574.92 934,423,723.75 equivalents at the period -end Legal representative: Yan Zhigang Person in charge of accounting works: Wei Pingxiao Person in charge of accounting organ: Chi Guoguang 6. Cash flow statement of parent company Prepared by China National Accord Medicines Corporation Ltd. In RMB Items Amount at this period Amount at last period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 750,568,332.49 601,851,075.97 services Write-back of tax received Other cash received concerning 3,210,375.82 2,756,834.53 operating activities 25 国药集团一致药业股份有限公司 2014 年第一季度报告全文 Subtotal of cash inflow arising 753,778,708.31 604,607,910.50 from operating activities Cash paid for purchasing commodities and receiving labor 765,087,858.27 595,766,405.98 service Cash paid to/for staff and workers 15,533,624.52 14,068,634.25 Taxes paid 2,462,773.93 3,254,198.36 Other cash paid concerning 5,047,627.07 8,044,724.40 operating activities Subtotal of cash outflow arising 788,131,883.79 621,133,962.99 from operating activities Net cash flows arising from -34,353,175.48 -16,526,052.49 operating activities II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment 15,446,654.64 11,455,495.83 income Net cash received from disposal of fixed, intangible and other long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning 904,600,000.00 212,500,000.00 investing activities Subtotal of cash inflow from 920,046,654.64 223,955,495.83 investing activities Cash paid for purchasing fixed, 17,326,293.40 886,809.08 intangible and other long-term assets Cash paid for investment Net cash received from subsidiaries and other units Other cash paid concerning 1,341,643,308.59 97,700,000.00 investing activities Subtotal of cash outflow from 1,358,969,601.99 98,586,809.08 investing activities Net cash flows arising from investing -438,922,947.35 125,368,686.75 activities III. Cash flows arising from financing activities Cash received from absorbing 1,941,759,896.01 26 国药集团一致药业股份有限公司 2014 年第一季度报告全文 investment Cash received from loans 50,000,000.00 70,000,000.00 Cash received from issuing bonds Other cash received concerning 56,300,000.00 86,167,361.60 financing activities Subtotal of cash outflow from financing 2,048,059,896.01 156,167,361.60 activities Cash paid for settling debts 395,000,000.00 134,000,000.00 Cash paid for dividend and profit 16,123,526.33 11,132,509.64 distributing or interest paying Other cash paid concerning 12,544,637.52 120,500,000.00 financing activities Subtotal of cash outflow from 423,668,163.85 265,632,509.64 financing activities Net cash flows arising from 1,624,391,732.16 -109,465,148.04 financing activities IV. Influence on cash due to fluctuation in exchange rate V. Net increase of cash and cash 1,151,115,609.33 -622,513.78 equivalents Add: Balance of cash and cash 218,342,947.03 160,633,355.13 equivalents at the period -begin VI. Balance of cash and cash 1,369,458,556.36 160,010,841.35 equivalents at the period -end Legal representative: Yan Zhigang Person in charge of accounting works: Wei Pingxiao Person in charge of accounting organ: Chi Guoguang II. Audit report Whether the first quarterly report had been audited or not □ Yes √ No The first quarterly report of the Company had not been audited. 27