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一致B:2014年第一季度报告全文(英文版)2014-04-25  

						                           国药集团一致药业股份有限公司 2014 年第一季度报告全文




China National Accord Medicines Corporation Ltd.
            First Quarterly Report 2014




                    April 2014




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                                                    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.




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                                                                        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


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                                                                          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



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                                                                      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



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                                                                      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




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                                                                       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


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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


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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



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                                                  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


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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


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                                                         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



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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


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                                                                                    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.




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