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一致B:2014年第三季度报告全文(英文版)2014-10-25  

						                           国药集团一致药业股份有限公司 2014 年第三季度报告全文




China National Accord Medicines Corporation Ltd.

        The Third Quarterly Report for 2014




                   October 2014




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                                                              国药集团一致药业股份有限公司 2014 年第三季度报告全文




                                    Section I. Important Notice

Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of China National
Accord Medicines Corporation Ltd. (hereinafter referred to as the Company) hereby confirm that there are no any
fictitious statements, misleading statements, or important omissions carried in this report, and shall take all
responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents.


All directors are present the meeting of the Board for deliberating the Third Quarter Report of the Company in
person.


Yan Zhigang, person in charge of the Company, head of the accounting works Wei Pingxiao and Zhou Feifei,
accounting body principals (accountant in charge) hereby confirm that the Financial Report of the Third 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 年第三季度报告全文




        Section II. Main accounting data and changes of shareholders

I. Main accounting data and index

Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting
error correction or not
□Yes   √ No

                                          Current period-end              Period-end of last year                  Increase/decrease

Total assets(RMB)                               12,966,919,771.22                  11,057,896,941.31                                17.26%

Net assets attributable to
shareholders of listed company                     4,567,637,308.84                   2,244,757,658.03                            103.48%
(RMB)

                                                                                                                     Increase/decrease in
                                                               Increase/decrease in
                                                                                         Year-begin to end of          comparison with
                                        Current period        comparison with same
                                                                                              the Period                year-begin to
                                                                period of last year
                                                                                                                    Period-end of last year

Operating revenue (RMB)                  6,281,963,971.53                     13.30%        17,894,606,405.81                       14.15%

Net profit attributable to
shareholders of the listed company         158,726,925.31                     16.81%             505,688,779.43                     27.48%
(RMB)

Net profit attributable to
shareholders of the listed company
                                           151,673,633.73                     17.05%             475,947,603.34                        22.11%
after deducting non-recurring
gains and losses(RMB)

Net cash flow arising from
                                              --                        --                    -589,344,250.11                     -340.73%
operating activities(RMB)

Basic earnings per share
                                                      0.438                   -7.20%                       1.497                       8.71%
(RMB/Share)

Diluted earnings per share
                                                      0.438                   -7.20%                       1.497                       8.71%
(RMB/Share)

Weighted average ROE                                 3.54%                    -3.08%                     13.49%                        -6.90%

Items and amount of extraordinary profit (gains)/losses
√Applicable      □Not applicable
                                                                                                                                       In RMB

                                                                      Amount from year-begin to
                                Item                                                                                    Note
                                                                             end of the Period

Gains/losses from the disposal of non-current asset (including the                        412,515.69



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                                                                          国药集团一致药业股份有限公司 2014 年第三季度报告全文


write-off that accrued for impairment of assets)

                                                                                                     The enterprise supporting fund
                                                                                                     RMB 7.97 million allocated from
                                                                                                     Nanning Economic and
                                                                                                     Technological Development
                                                                                                     Zone, the deferred income
                                                                                                     recognized due to compensation
                                                                                                     for removal project was
                                                                                                     amortized RMB 2.02 million in
                                                                                                     the Period; special subsidy RMB
Governmental subsidy reckoned into current gains/losses (not                                         2.28 million from Shenzhen
including the subsidy enjoyed in quota or ration according to                                        High-tech industries; patent
                                                                                     20,223,451.02
national standards, which are closely relevant to enterprise’s                                      subsidy RMB 1.66 million from
business)                                                                                            Development & Finance Bureau
                                                                                                     of Longhua New District of
                                                                                                     Shenzhen; the deferred income
                                                                                                     recognized for special supporting
                                                                                                     fund of new-type Cephalosporin
                                                                                                     project lab was amortized RMB
                                                                                                     1.1 million in the Period;
                                                                                                     cultivation subsidy of strategy
                                                                                                     emerging industry brand RMB 1
                                                                                                     million etc.

Reversal of impairment reserve for account receivable with
                                                                                      2,882,594.76
separate impairment testing

                                                                                                     Mainly refers to the RMB 11.86
                                                                                                     million compensation of Chebei
Other non-operating income and expenditure except for the
                                                                                     14,690,120.52 lawsuit that accrued last year was
aforementioned items
                                                                                                     released according to the latest
                                                                                                     lawsuit results

Less: impact on income tax                                                            8,439,384.53

Impact on minority shareholders’ equity (post-tax)                                      28,121.37

Total                                                                                29,741,176.09                     --

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
In reporting period, the Company has no particular about 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.




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                                                                  国药集团一致药业股份有限公司 2014 年第三季度报告全文


II. Statement of the total shareholders and shares-held of top ten shareholders at end of the
Period

1. Statement of the total common shareholders and shares-held of top ten common
shareholders at end of the Period

                                                                                                                     In Share

Total common shareholders at
                                                                                                                     10,970
period-end

                                      Shares-held of top ten common shareholders

                                                                          Amount of         Number of share pledged/frozen
                        Nature of   Proportion of    Amount of shares
     Shareholders                                                       restricted shares
                      shareholder    shares held           held                             State of share     Amount
                                                                              held

                    Domestic non
Sinopharm Group
                    state-owned            51.00%        184,942,291          74,482,543
Co., Ltd.
                    corporate

National Council    Domestic non
for Social Security state-owned              2.51%          9,110,015
Fund – 116         corporate

National Council    Domestic non
for Social Security state-owned              2.01%          7,298,555
Fund – 106         corporate

HTHK/CMG
FSGUFP-CMG
                    Overseas
FIRST STATE                                  1.94%          7,032,720
                    corporate
CHINA GROWTH
FD

BOC-Harvest
                    Domestic non
research selected
                    state-owned              1.26%          4,551,404
stock securities
                    corporate
investment fund

ICBC—Harvest       Domestic non
Strategy Growth     state-owned              1.23%          4,451,985
Mix Stock Fund      corporate

CCB – China AMC
                    Domestic non
Advantage Growth
                    state-owned              1.10%          4,005,289
Stock Investment
                    corporate
Fund

VALUE
                    Overseas
PARTNERS                                     1.05%          3,791,661
                    corporate
CLASSIC FUND


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                                                                      国药集团一致药业股份有限公司 2014 年第三季度报告全文


ICBC—Harvest
                      Domestic non
Theme New Power
                      state-owned                  1.01%          3,653,161
stock securities
                      corporate
investment fund

Fenghe Value          Domestic non
Securities            state-owned                  0.94%          3,393,162
Investment Funds      corporate

                              Particular about top ten common shareholders with un-restrict shares held

                                                                                                            Type of shares
               Shareholders                   Amount of un-restrict common shares held
                                                                                                         Type           Amount

                                                                                                RMB ordinary
Sinopharm Group Co., Ltd.                                                         110,459,748                           110,459,748
                                                                                                shares

National Council for Social Security                                                            RMB ordinary
                                                                                    9,110,015                                9,110,015
Fund – 116                                                                                     shares

National Council for Social Security                                                            RMB ordinary
                                                                                    7,298,555                                7,298,555
Fund – 106                                                                                     shares

                                                                                                Domestically
HTHK/CMG FSGUFP-CMG FIRST
                                                                                    7,032,720 listed foreign                 7,032,720
STATE CHINA GROWTH FD
                                                                                                shares

BOC-Harvest research selected stock                                                             RMB ordinary
                                                                                    4,551,404                                4,551,404
securities investment fund                                                                      shares

ICBC—Harvest Strategy Growth Mix                                                               RMB ordinary
                                                                                    4,451,985                                4,451,985
Stock Fund                                                                                      shares

CCB – China AMC Advantage                                                                      RMB ordinary
                                                                                    4,005,289                                4,005,289
Growth Stock Investment Fund                                                                    shares

                                                                                                Domestically
VALUE PARTNERS CLASSIC
                                                                                    3,791,661 listed foreign                 3,791,661
FUND
                                                                                                shares

ICBC—Harvest Theme New Power                                                                   RMB ordinary
                                                                                    3,653,161                                3,653,161
stock securities investment fund                                                                shares

Fenghe Value Securities Investment                                                              RMB ordinary
                                                                                    3,393,162                                3,393,162
Funds                                                                                           shares

                                       BOC-Harvest research selected stock securities investment fund, BOC-Harvest research
                                       selected stock securities investment fund and ICBC—Harvest Theme New Power stock
Explanation on associated              securities investment fund shares the same administrator as Harvest Fund Management Co.,
relationship among the aforesaid       Ltd.; VALUE PARTNERS CLASSIC FUND, one of the top ten shareholders, is one of the
shareholders                           VALUE PARTNERS; it is unknown that there exists no associated relationship or belongs to
                                       the consistent actionist among the other tradable shareholders regulated by the Management
                                       Measure of Information Disclosure on Change of Shareholding for Listed Companies.

Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement

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                                                                  国药集团一致药业股份有限公司 2014 年第三季度报告全文


dealing in reporting period
□ Yes √ No
The shareholders of the Company have no buy-back agreement dealing in reporting period.


2. Total of shareholders with preferred stock held and the top ten shareholdings in Period-end

□Applicable          √Not applicable




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                                                                      国药集团一致药业股份有限公司 2014 年第三季度报告全文




                                        Section III. Important events

I. Particular about major changes from items of main accounting statements and financial
indexes as well as reasons

√ Applicable   □Not applicable
I. Impacts of implementation of new Accounting Standard for Business Enterprises No.9 – Employee Compensation on
financial status and operation results of the Company
1. In light of the revised Accounting Standard for Business Enterprises No.9 – Employee Compensation, being assessed, apart from
the inner retired spending plan represented in financial statement of the Company currently, the after-service allowance and medical
benefit given to service workers and retirees are on the “defined benefit plans” domain of revised Accounting Standard for Business
Enterprises No.9 – Employee Compensation, therefore, payment plan for such part shall be measure accurately, relevant obligation
shall be recognized and reckoned into current gains/losses during the period of an employee providing services to the enterprise. The
Company adjusted the above mentioned after-service allowance for year of 2014 (listed with RMB/CNY) subject to the requirement
of the standards:
(1) Retroactive treatment on financial statement dated 1 January 2014: increasing RMB 60.42 million in payroll payable (the
long-term employee benefits listed in “other non-current liability” in line with the new standards); reducing RMB 1.48 million in
other comprehensive income; reducing retained profit RMB 45.98 million; minority interest decreased RMB 500,000 and increasing
RMB 12.45 million in deferred income tax assets.
(2) Adjustment for gains/losses of financial statement of 3Q for year of 2014: increase amount of RMB 1.52 million in financial
expenses, increase amount of RMB 1.26 million in management expenses, decreasing RMB 530,000 for income tax expense and
decreasing RMB 4,000 for minority interest income.


(3)According to the “Article 31: information disclosed in comparative financial statement before the Standards come into play are
inconsistent with the requirement of the Standards, enterprise do not need to adjusted in accordance with the provisions of this
Standards” in revised Accounting Standard for Business Enterprises No.9 – Employee Compensation, the financial statement of 2013
and 3Q of 2013 no need of adjustment therefore.
2. Material actuarial assumption that defined benefit plans obligation depends on
Data of defined benefit plans calculated based on the follow assumptions: discount rate 4.25%, wages growth rate 2.5%, pension
growth rate 5% and the mortality rate refers to the average estimate life for people in mainland China.
3. Influenced by change of Employee Compensation
            Payroll payable dated 1 January 2014              Interest attributable to shareholder of parent company
                                                                                dated 1 January 2014
                        60,419,000.00                                               -47,466,075.00



                                                                   Enterprise        China National Accord Medicines Corporation
                                                                                     Ltd.
                                                                   Corporate         Yan Zhigang
                                                                   Dated             25 October 2014




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II. Particular about major changes from items of main accounting statements and financial indexes as well as reasons


1. Account paid in advance: has 53.82% rate of increase, mainly because account for merchandise purchase paid in advance
increased in the Period;
2. Other current assets: has 115.80% rate of increase, mainly due to the VAT retained increased in Period;
3. Construction in progress: has 95.49% rate of increase, mainly because investment for Pingshan Base project etc. increased in
Period;
4. Deferred income tax assets: has 39.62% rate of increase, mainly due to the temporary differences of income tax that arising from
payroll payable adjustment and withholding selling expenses etc. in line with requirement of       Accounting Standard for Business
Enterprises No.9 – Employee Compensation in Period;
5. Other non-current assets: has 43.31% rate of increase, mainly because investment for Pingshan Base project etc. increased, amount
paid in advance for construction and equipment increased over that of period-begin;
6. Short-term loans: has -46.25% rate of increase, mainly because the capital increment of targeted placement received, and part of
short-term loans are paid in the Period;
7. Other current liability: has -100% rate of increase, mainly because the lawsuit compensation for Chebei project in final decision
decreased;
8. Long-term loans: has 100% rate of increase, mainly because long-term loans from China National Pharmaceutical Finance
Company and outer banks increased in Period;
9. Special accounts payable: has -69.98% rate of increase, mainly because the enterprise technology center project supporting by
government special subsidy is completed in the Period, the original amount reckoned in special account payable is transfer into
capital reserve;
10. Other non-current liability: has 34.76% rate of increase, mainly because in line with new Accounting Standard for Business
Enterprises No.9 – Employee Compensation, long-term payable employee benefits are increased in Period;
11. Capital reserve: has 32313.5% rate of increase, mainly due to the share premium arising from targeted placement in the Period
while there was no such business occurred at end of last year;
12. Other comprehensive income(Balance sheet and profit statement): has -100% rate of increase, mainly due to the adjustment on
changes in actuarial loss in line with the new Accounting Standard for Business Enterprises No.9 – Employee Compensation in
Period;
13. Losses of devaluation of asset: has -49.77% rate of increase, mainly because accrual for bad debt and inventory falling price
reserves declined y-o-y in the Period;
14. Non-operating expense: has -93.09% rate of increase, mainly because lawsuit compensation for Chebei project was accrual at
same period of last year while no such business occurred in the Period;
15. Losses from disposal of non-current assets: has 78.49% rate of increase,, mainly because losses from disposal of fix assets in the
Period increased y-o-y;
16. Other cash received with operation activities concerned: has 41.07% rate of increase, mainly because government subsidy
obtained in the Period increased y-o-y;
17. Net cash flow arising from operating activities: has -340.73% rate of increase, mainly because payment for procurement and vary
taxes expenses paid in the Period increased y-o-y;
18. Net cash received from disposal of fixed assets, intangible assets and other long-term assets: decreased RMB 1.77 million on a
y-o-y basis with -58.50% rate growths, mainly because income from disposal of fixed assets declined y-o-y in the Period;
19. Cash paid for purchasing fixed assets, intangible assets and other long-term assets: has 222.78% rate of increase, mainly because
investments for Pingshan Base project etc. increased in Period;
20. Net cash paid for obtaining subsidiary and other operation units: has 983.61% rate of increase, mainly because the amounts of


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equity are paid for enterprise acquisition in the Period;
21. Net cash flow arising from investing activities: has -393.86% rate of increase, mainly because investments for Pingshan Base
project etc. increased in Period;
22. Cash received from absorbing investment: has 100% rate of increase, mainly because the capital increment of targeted placement
received in the Period while no such business occurred at same period of last year;
23. Cash received from loans: has -70.88% rate of increase, mainly because loans from outside decreased for implementation of
targeted placement in the Period;
24. Other cash received with financing activities concerned: has -91.96% rate of increase, mainly because entrust loans received in
the Period decreased on a y-o-y basis;
25. Cash paid for settling debts: has 66.67% rate of increase, mainly because parts of the loans are paid by the capital increment of
targeted placement received in the Period;
26. Other cash paid concerning financing activities: has -87.73% rate of increase, mainly because the supplying chain financing paid
in the Period decreased y-o-y;
27. Net cash flow arising from financing activities: has 392.39% rate of increase, mainly because the capital increment of targeted
placement received in the Period while no such business occurred at same period of last year;
28. Influence on cash and cash equivalents due to fluctuation in exchange rate: has 188.83% rate of increase, mainly because foreign
currency holding increased;
29. Net increase of cash and cash equivalents: has 69.18% rate of increase, mainly impact by the capital increment of targeted
placement received in the Period.


II. Progress and influence of the main events as well as solution analysis specification

√ Applicable    □Not applicable
The Company has 11,481 stock odd lots (11,200 of A-shares and 281 B-shares) arising from implementation of interest distribution,
and the shares are record in specific account of Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (“CSDC” for
short). In order to solved the stock odd lots left over by history, in line with the requirement from CSRC, the Company entered into
the agreement of Listed Companies Trust Sales of Odd Lots to Shenzhen Branch of China Securities Depository and Clearing Co.,
Ltd. in July 2014. And earns net income of RMB 552,750.15 from selling the A-share in August 2014 and HK$ 10,876.76 from
selling the B-share

III. Commitments made by the Company or shareholders holding above 5% shares of the
Company in reporting period or made in previous period and extending to reporting period
√ Applicable    □Not applicable

                                                                                                                   Commit
                                                                                                   Commitm
 Commitments          Accepter                              Contents                                                  ment    Implementation
                                                                                                       ent time
                                                                                                                   period

Share Merger
Reform

                                 As a large pharmaceutical commercial enterprise whose
Commitments in
                                 business involves pharmaceutical wholesale and retail,                           Long-ter Normally
report of          Sinopharm                                                                       2005-06-2
                                 Sinopharm Holding may overlap with the Company in                                m           implement
acquisition or     Holding                                                                         1
                                 geographical   segmentation    during   its   future   business                  effective
equity change
                                 development. To avoid the potential peer competition brought


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                                                                     国药集团一致药业股份有限公司 2014 年第三季度报告全文


                            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
                            operation that actually compete with that of Accord Pharma,
                            or set up any new subsidiaries or subordinate enterprises who
                            engage in such 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 Co. Ltd. on Avoiding
                            Peer Competition that, “I. the Company and the enterprises it
                            wholly-owns, controls or has de facto control over (excluding
                            Sinopharm Accord and its controlled enterprises, similarly
                            hereinafter) do not exist any business or operation that would
                            constitute substantive peer competition with Sinopharm
                            Accord and its controlled enterprises. II. the Company and                       Controlling
                            the enterprises it wholly-owns, controls or has de facto                         shareholder is
                            control over will not engage in, participate in or carry out in                  implement in
                            Guangdong and Guangxi any business or activities that would                      real earnest,
Commitments                 constitute substantive competition with the pharmaceutical                       Sinopharm
                                                                                                 Long-ter
make in initial   Sinopharm commercial businesses of Sinopharm Accord. III. the 2013-09-0                    Accord will
                                                                                                 m
public offering   Holding   Company and the enterprises it wholly-owns, controls or has 5                    actively urged
                                                                                                 effective
or re-financing             de facto control over will not engage in, participate in or carry                the controlling
                            out any business or activities that would constitute                             shareholder and
                            substantive competition with the pharmaceutical industrial                       actual controller
                            businesses of Sinopharm Accord. IV. the Company will not                         to fulfill
                            make use of its control over Sinopharm Accord to damage the                      commitments
                            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

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                                                  国药集团一致药业股份有限公司 2014 年第三季度报告全文


          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 Sinopharm
          Accord, the Company and the 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,                     Controlling
          and fulfill its obligation to disclose information on connected                 shareholder is
          transactions. III. for those connected transactions beyond                      implement in
          avoidance or out of reasonable causes, the Company and                          real earnest,
          Connected Party will determine the prices of connected                          Sinopharm
                                                                              Long-ter
Sinopharm transactions based on the prices of same or similar 2013-09-0                   Accord will
                                                                              m
Holding   transactions entered into by independent third parties of no 5                  actively urged
                                                                              effective
          connection while following the principles of open, fair and                     the controlling
          just to ensure the fairness. IV. when the board or                              shareholder and
          shareholders’ meeting of Sinopharm Accord votes on the                         actual controller
          relevant connected transactions involving the Company and                       to fulfill
          other enterprises it controls, the Company will perform                         commitments
          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


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                                                      国药集团一致药业股份有限公司 2014 年第三季度报告全文


            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 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
                                                                                                        Actual
            competition between Weiqida and Sinopharm Accord.             II.
                                                                                                        controller is
            apart from the matters disclosed in the past and in the Letter
                                                                                                        implement in
            of Undertaking, the Company and the enterprises it
                                                                                                        real earnest,
            wholly-owns, controls or has de facto control over (excluding
                                                                                                        Sinopharm
            Sinopharm Accord and its controlled enterprises, similarly                      Long-ter
Sinopharm                                                                       2013-10-1               Accord will
            hereinafter) do not directly engage in, participate in or carry                 m
Group                                                                           6                       actively urged
            out within the PRC any business or activities that would                        effective
                                                                                                        the controlling
            constitute substantive competition with the production and
                                                                                                        shareholder and
            operation of Sinopharm Accord. The relative undertakings in
                                                                                                        actual controller
            respect of avoiding peer competition given by the Company
                                                                                                        to fulfill
            in the past remain valid. III. the Company will not take
                                                                                                        commitments
            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   of                            Actual
            Undertaking from China National Pharmaceutical Group                                        controller is
            Corporation    on     Standardization     of    the   Connected                             implement in
            Transactions   with    China   National    Accord     Medicines                             real earnest,
            Corporation Ltd       that, “I. during the period when the                                 Sinopharm
                                                                                            Long-ter
Sinopharm Company takes control over Sinopharm Accord, the 2013-09-2                                    Accord will
                                                                                            m
Group       Company and the companies or enterprises it directly or 2                                   actively urged
                                                                                            effective
            indirectly controls (hereinafter referred to as “Connected                                 the controlling
            Party”) will strictly standardize the connected transactions                               shareholder and
            with Sinopharm Accord and its controlled enterprises. II. for                               actual controller
            those connected transactions beyond avoidance or out of                                     to fulfill
            reasonable causes, the Company and Connected Party will                                     commitments



                                                                                                                          13
                                                                         国药集团一致药业股份有限公司 2014 年第三季度报告全文


                               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
                               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. Estimation of operation performance for year of 2014

Estimation on accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the
warning of its material change compared with the corresponding period of the last year and explanation on reason
□ Applicable     √ Not applicable




                                                                                                                             14
                                                              国药集团一致药业股份有限公司 2014 年第三季度报告全文


V. Particular about security investment

□ Applicable    √ Not applicable
The Company had no security investment in Period.


VI. Particulars about derivatives investment

□ Applicable    √ Not applicable
The Company had no derivatives investment in Period.

VII. Registration form of receiving research, communication and interview in the report
period

√ Applicable   □Not applicable

                                                                                                                           Contents
       Time               Place          Way           Type                     Reception                                discussed and
                                                                                                                       material provided

                                                              China Merchants Securities,                 Haitong
                                                              Securities,     CCB           Principal         Asset
                                                              Management,            Huarong           Securities,
                                                              Zhongdian              Xinan             Investment
                                                              Management            Co.,       Ltd.,         Yuance
                                                              Investment      Management              Co.,     Ltd.,
                                                              EverBright        Securities,            Mingyuan
                                                              Investment,     Dingfeng          Asset,       Qingxi
                                                              Assets Management Co., Ltd., Huashang
                                                                                                                       Visited the
                                                              Fund Management, Shanghai Daweide
                                                                                                                       Company and
                                                              Investment Co., Ltd.,             Anbang Asset,
                                                                                                                       knew the
                                                              Greenwoods            Asset         Management,
                                                                                                                       influence of
                                                              Shenzhen              Jingshi            Investment
                     Accord Pharm. Field                                                                               medical reform
2014-02-18                                      Institution   Management        Co.,          Ltd.,      Goldstate
                     Bldg.           research                                                                          policy to the
                                                              securities,   First     Capital,        Shangcheng
                                                                                                                       development of
                                                              Asset Management、Tianfeng Securities,
                                                                                                                       the industry. No
                                                              Shenzhen Branch of Dongguan Securities,
                                                                                                                       material
                                                              CPIC Asset Management, China Southern
                                                                                                                       provided.
                                                              Asset Management, Marco Polo Zhizhen
                                                              Assets Management Co., Ltd., China
                                                              Asset    Management,             Anhui         Guofu
                                                              Industrial Investment Fund Management,
                                                              First         State             Cinda           Fund
                                                              Management, ,Hongguan Assets Co., Ltd.,
                                                              Shanghai          Qinyuan                Investment
                                                              Management Co., Ltd., GF Securities,
                                                              Industrial Securities, Fortune SG Fund



                                                                                                                                          15
                                                       国药集团一致药业股份有限公司 2014 年第三季度报告全文


                                                       Management and Sinolink Securities

                                                                                             Visited the
                                                                                             Company and
                                                                                             knew the
                                                                                             influence of
             Accord Pharm. Field                       Essence Fund, CITIC Securities, China medical reform
2014-04-18                               Institution
             Bldg.           research                  AMC, China Merchants Securities       policy to the
                                                                                             development of
                                                                                             the industry. No
                                                                                             material
                                                                                             provided.

                                                                                             Knew the
                                                                                             influence of
                             Telephone
             Accord Pharm.                                                                   medical reform
2014-06-18                   communicat Institution    Guotai Junan
             Bldg.                                                                           policy to the
                             ion
                                                                                             development of
                                                                                             the industry




                                                                                                                16
                                                                 国药集团一致药业股份有限公司 2014 年第三季度报告全文




                                        Section IV. Financial Statement

I. Financial statement

1. Consolidated Balance Sheet
Prepared by China National Accord Medicines Corporation Ltd.
                                                                                                               In RMB

                       Item                         Closing balance                       Opening balance

Current assets:

        Monetary funds                                          1,087,659,463.49                      1,113,562,211.65

        Settlement provisions

        Capital lent

        Financial assets measured by fair
value and whose change is recorded in
current gains and losses

        Notes receivable                                         649,048,074.59                        739,061,141.72

        Accounts receivable                                     7,037,372,146.44                     5,675,658,506.78

        Accounts paid in advance                                      99,011,553.85                     64,367,040.17

        Insurance receivable

        Reinsurance receivables

        Contract reserve of reinsurance
receivable

        Interest receivable

        Dividend receivable

        Other receivables                                             38,200,356.25                     29,620,899.71

        Purchase restituted finance asset

        Inventories                                             2,262,291,024.16                     1,831,267,290.00

        Divided into assets held ready for
sales

        Non-current asset due within one
year

        Other current assets                                          26,335,389.72                     12,203,752.77

Total current assets                                           11,199,918,008.50                     9,465,740,842.80

Non-current assets:

        Granted loans and advances



                                                                                                                    17
                                                 国药集团一致药业股份有限公司 2014 年第三季度报告全文


     Finance asset available for sales

     Held-to-maturity investment

     Long-term account receivable

     Long-term equity investment                  143,928,732.53                       135,341,010.52

     Investment property                           73,340,383.00                        77,269,718.14

     Fixed assets                                 729,600,608.45                       766,741,590.63

     Construction in progress                     247,498,795.18                       126,606,806.01

     Engineering material

     Disposal of fixed asset

     Productive biological asset

     Oil and gas asset

     Intangible assets                            145,661,975.96                       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
                                                   39,427,915.45                        35,985,621.47
apportioned

     Deferred income tax asset                     96,194,509.98                        68,895,938.25

     Other non-current asset                      200,500,693.55                       139,905,300.41

Total non-current asset                          1,767,001,762.72                    1,592,156,098.51

Total assets                                    12,966,919,771.22                   11,057,896,941.31

Current liabilities:

     Short-term loans                            1,475,398,823.88                    2,744,941,589.11

     Loan from central bank

     Absorbing deposit and interbank
deposit

Capital borrowed

     Financial liability measured by fair
value and with variation reckoned into
current gains/losses

     Notes payable                               1,346,039,416.38                    1,495,401,188.09

     Accounts payable                            4,419,977,857.73                    3,436,936,497.16

     Accounts received in advance                  36,289,869.86                        38,570,231.44

     Selling     financial        asset    of
repurchase

      Commission charge and
commission payable


                                                                                                   18
                                                 国药集团一致药业股份有限公司 2014 年第三季度报告全文


       Wage payable                               124,895,136.30                       159,466,364.12

       Taxes payable                               82,911,400.22                        76,045,260.04

       Interest payable                             9,433,304.98                        13,065,850.14

       Dividend payable

       Other accounts payable                     452,713,640.30                       496,102,247.39

       Reinsurance payables

       Insurance contract reserve

       Security trading of agency

       Security sales of agency

       Divided into liability held ready
for sale

       Non-current liabilities due within 1
                                                    5,500,000.00                         7,800,000.00
year

       Other current liabilities                                                        22,040,000.00

Total current liabilities                        7,953,159,449.65                    8,490,369,227.49

Non-current liabilities:

       Long-term loans                             39,695,448.00

       Bonds payable

       Long-term account payable

       Special accounts payable                     1,287,000.00                         4,287,000.00

       Projected liabilities

       Deferred income tax liabilities             24,636,960.01                        24,644,887.76

       Other non-current liabilities              299,120,851.51                       221,958,761.49

Total non-current liabilities                     364,740,259.52                       250,890,649.25

Total liabilities                                8,317,899,709.17                    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                    1,863,885,959.19                        5,750,338.57

       Other comprehensive income                   -4,170,242.50

       Less: Inventory shares

       Reasonable reserve

       Surplus public reserve                     144,855,634.40                       144,855,634.40

       Provision of general risk

       Retained profit                           2,200,434,014.75                    1,806,002,285.06



                                                                                                   19
                                                                 国药集团一致药业股份有限公司 2014 年第三季度报告全文


        Balance   difference   of   foreign
currency translation
Total owner’s equity attributable to
                                                                4,567,637,308.84                       2,244,757,658.03
parent company
Minority interests                                                 81,382,753.21                          71,879,406.54
Total owner’s equity(or shareholders’
                                                                4,649,020,062.05                       2,316,637,064.57
equity)
Total liabilities and owner’s equity(or
                                                               12,966,919,771.22                      11,057,896,941.31
shareholders’ equity)
Legal representative: Yan Zhigang
Person in charge of accounting works: Wei Pingxiao
Person in charge of accounting institution: Zhou Feifei

2. Balance Sheet of parent company
Prepared by China National Accord Medicines Corporation Ltd.
                                                                                                                   In RMB

                     Item                        Balance at period-end                 Balance at period-begin

Current assets:

Monetary funds                                                    390,896,290.66                         218,342,947.03

        Financial assets measured by fair
value and whose change is recorded in
current gains and losses

Notes receivable                                                   12,496,638.64                          34,964,767.24

Accounts receivable                                               549,131,561.76                         427,376,566.55

Accounts paid in advance                                            1,262,866.59                                 35,982.02

Interest receivable                                                 3,306,508.38                           1,650,552.45

Dividend receivable

Other receivables                                               2,214,122,324.81                       1,160,527,938.29

Inventories                                                       180,581,777.55                         172,165,830.98

        Divided into assets held ready for
sales

Non-current asset due within one year

Other current assets                                                1,006,149.05                           2,657,068.36

Total current assets                                            3,352,804,117.44                       2,017,721,652.92

Non-current assets:

Finance asset available for sales

Held-to-maturity investment

Long-term account receivable

Long-term equity investment                                     1,607,528,226.91                       1,583,340,504.90

Investment real estate                                              5,709,750.83                           7,060,731.46


                                                                                                                        20
                                            国药集团一致药业股份有限公司 2014 年第三季度报告全文


Fixed assets                                  17,245,504.15                        20,722,267.75

Construction in progress                     167,812,206.30                        54,974,475.13

Engineering material

Disposal of fixed asset

Productive biological asset

Oil and gas asset

Intangible assets                             37,274,229.43                        37,966,282.04

Expense on Research and Development

Goodwill

Long-term expenses to be apportioned           5,957,706.57                         6,787,267.98

Deferred income tax asset                      5,854,779.36                         2,941,603.89

Other non-current asset                       88,194,138.32                        29,152,556.06

Total non-current asset                     1,935,576,541.87                    1,742,945,689.21

Total assets                                5,288,380,659.31                    3,760,667,342.13

Current liabilities:

Short-term loans                             196,500,000.00                     1,079,500,000.00

     Financial liability measured by fair
value and with variation reckoned into
current gains/losses

Notes payable                                182,918,216.83                       247,283,090.92

Accounts payable                             443,102,059.27                       318,141,136.49

Accounts received in advance                     284,541.86                          291,691.40

Wage payable                                  16,044,361.22                        16,512,245.17

Taxes payable                                 11,263,666.92                         1,509,173.93

Interest payable                                  54,117.26                         1,834,864.78

Dividend payable

Other accounts payable                       302,580,970.58                       421,121,969.02

     Divided into liability held ready
for sale

Non-current liabilities due within 1 year

Other current liabilities

Total current liabilities                   1,152,747,933.94                    2,086,194,171.71

Non-current liabilities:

Long-term loans                               39,695,448.00

Bonds payable


                                                                                              21
                                                                 国药集团一致药业股份有限公司 2014 年第三季度报告全文


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                                      16,770,408.28

Total non-current liabilities                                      61,039,175.28                           4,573,319.00

Total liabilities                                               1,213,787,109.22                       2,090,767,490.71
Owner’s     equity     (or   shareholders’
equity):
Paid-up capital (or share capital)                                362,631,943.00                         288,149,400.00

Capital public reserve                                          1,869,684,347.55                          14,548,726.93

    Other comprehensive income                                       -305,250.00

Less: Inventory shares

Reasonable reserve

Surplus public reserve                                            144,855,634.40                         144,855,634.40

General risk reserve

Retained profit                                                 1,697,726,875.14                       1,222,346,090.09
Balance difference of foreign currency
translation
Total owner’s equity(or shareholders’
                                                                4,074,593,550.09                       1,669,899,851.42
equity)
Total liabilities and owner’s equity(or
                                                                5,288,380,659.31                       3,760,667,342.13
shareholders’ equity)
Legal representative: Yan Zhigang
Person in charge of accounting works: Wei Pingxiao
Person in charge of accounting institution: Zhou Feifei

3. Consolidated Profit Statement (this report period)
Prepared by China National Accord Medicines Corporation Ltd.
                                                                                                                   In RMB

                      Item                       Amount in this period                  Amount in last period

I. Total operating income                                       6,281,963,971.53                       5,544,642,435.73

Including: Operating income                                     6,281,963,971.53                       5,544,642,435.73

Interest income

Insurance gained
Commission charge and commission
income
                                                                6,100,229,470.64
II. Total operating cost                                                                               5,386,462,164.01


Including: Operating cost                                       5,833,268,381.58                       5,101,666,921.65



                                                                                                                        22
                                                     国药集团一致药业股份有限公司 2014 年第三季度报告全文


Interest expense
Commission charge and commission
expense
Cash surrender value

Net amount of expense of compensation
Net amount of withdrawal of insurance
contract reserve
Bonus expense of guarantee slip

Reinsurance expense

Operating tax and extras                               9,386,944.76                          9,640,431.13

Sales expenses                                       112,238,970.55                        110,789,296.79

Administration expenses                              113,782,559.26                        120,244,653.35

Financial expenses                                    29,944,760.23                         43,166,999.25

Losses of devaluation of asset                         1,607,854.26                           953,861.84
Add: Changing income               of    fair
value(Loss is listed with “-”)
Investment income (Loss is listed with
                                                      13,143,999.51                         11,938,333.75
“-”)
Including: Investment income on
                                                      13,143,999.51                         11,938,333.75
affiliated company and joint venture
Exchange income (Loss is listed with
“-”)

III. Operating profit      (Loss is listed           194,878,500.40
                                                                                           170,118,605.47
with “-”)

Add: Non-operating income                              8,528,482.74                          7,140,905.91

Less: Non-operating expense                              330,963.49                           155,387.82
Including: Disposal loss of non-current
                                                         215,831.48                           128,040.97
asset
IV. Total Profit     (Loss is listed with
                                                     203,076,019.65                        177,104,123.56
“-”)
Less: Income tax expense                              40,074,573.40                         37,642,385.77

V. Net profit (Net loss is listed with “-”)        163,001,446.25                        139,461,737.79
Including: net profit realized before
consolidation by mergered party
Net profit attributable to owner’s of
                                                     158,726,925.31                        135,890,437.07
parent company
Minority shareholders’ gains and losses               4,274,520.94                          3,571,300.72

VI. Earnings per share                          --                                  --

i. Basic earnings per share                                  0.438                                 0.472

ii. Diluted earnings per share                               0.438                                 0.472

VII. Other consolidated income

Inc: Other comprehensive items un-able


                                                                                                       23
                                                                 国药集团一致药业股份有限公司 2014 年第三季度报告全文


to re-classify as gains/losses in later
accounting period

        Other comprehensive items able
to re-classify as gains/losses in later
accounting period while regulated
conditions are satisfy

VIII. Total comprehensive income                                  163,001,446.25                         139,461,737.79
Total consolidated income attributable
                                                                  158,726,925.31                         135,890,437.07
to owners of parent company
Total consolidated income attributable
                                                                    4,274,520.94                           3,571,300.72
to minority shareholders
Legal representative: Yan Zhigang
Person in charge of accounting works: Wei Pingxiao
Person in charge of accounting institution: Zhou Feifei
4. Profit Statement of parent company (this report period)
Prepared by China National Accord Medicines Corporation Ltd.
                                                                                                                   In RMB

                  Items                          Amount in this period                  Amount in last period

I. Operating income                                               734,321,077.76                         677,759,418.03

Less: operating cost                                              705,436,495.45                         646,491,560.76

Operating tax and extras                                            2,430,299.49                           1,456,413.47

Sales expenses                                                     12,365,596.47                          14,384,558.76

Administration expenses                                            11,578,094.71                          21,547,551.30

Financial expenses                                                -30,454,474.94                                131,996.79

Losses of devaluation of asset                                           116,740.12                             -68,838.55
Add: Changing income of fair
value(Loss is listed with “-”)
Investment income (Loss is listed with
                                                                   18,064,754.09                          17,107,709.21
“-”)
Including: Investment income on
                                                                   13,143,999.51                          11,938,333.75
affiliated company and joint venture
II. Operating profit (Loss is listed
                                                                   50,913,080.55                          10,923,884.71
with “-”)
Add: Non-operating income                                                 10,044.48                        3,470,686.99

Less: Non-operating expense                                                    0.00                               2,000.00
Including: Disposal loss of non-current
asset
III. Total Profit (Loss is listed with
                                                                   50,923,125.03                          14,392,571.70
“-”)
Less: Income tax expense                                            7,900,592.86                                    87.66
IV. Net profit (Net loss is listed with
                                                                   43,022,532.17                          14,392,484.04
“-”)
V. Earnings per share                                      --                                    --

i. Basic earnings per share

ii. Diluted earnings per share



                                                                                                                        24
                                                                 国药集团一致药业股份有限公司 2014 年第三季度报告全文


VI. Other consolidated income

Inc: Other comprehensive items un-able
to re-classify as gains/losses in later
accounting period

         Other comprehensive items
able to re-classify as gains/losses in
later accounting period while regulated
conditions are satisfy

VII. Total comprehensive income                                    43,022,532.17                          14,392,484.04
Legal representative: Yan Zhigang
Person in charge of accounting works: Wei Pingxiao
Person in charge of accounting institution: Zhou Feifei

5. Consolidated profit statement (from year-begin to end of this period)

Prepared by China National Accord Medicines Corporation Ltd.
                                                                                                                In RMB
                   Item                          Amount in this period                  Amount in last period
I. Total operating income                                      17,894,606,405.81                      15,676,355,126.17

Including: Operating income                                    17,894,606,405.81                      15,676,355,126.17

Interest income

Insurance gained
Commission charge and commission
income
II. Total operating cost                                       17,322,455,843.61                      15,208,026,096.92

Including: Operating cost                                      16,460,036,038.82                      14,381,122,227.18

Interest expense
Commission charge and commission
expense
Cash surrender value

Net amount of expense of compensation
Net amount of withdrawal of insurance
contract reserve
Bonus expense of guarantee slip

Reinsurance expense

Operating tax and extras                                           36,859,658.29                          32,966,662.80

Sales expenses                                                    383,388,181.09                         353,398,338.86

Administration expenses                                           330,858,718.45                         303,141,697.44

Financial expenses                                                102,392,485.33                         119,635,650.08

Losses of devaluation of asset                                      8,920,761.63                          17,761,520.56



                                                                                                                     25
                                                                国药集团一致药业股份有限公司 2014 年第三季度报告全文


Add: Changing income               of     fair
value(Loss is listed with “-”)
Investment income (Loss is listed with
                                                                 36,739,722.01                         30,515,319.09
“-”)
Including: Investment income on
                                                                 36,739,722.01                         30,515,319.09
affiliated company and joint venture
Exchange income (Loss is listed with
“-”)
III. Operating profit      (Loss is listed
                                                                608,890,284.21                        498,844,348.34
with “-”)
Add: Non-operating income                                        36,864,548.07                         29,276,636.55

Less: Non-operating expense                                       1,538,460.84                         22,274,449.46
Including: Disposal loss of non-current
                                                                    280,069.64                           156,912.97
asset
IV. Total Profit     (Loss is listed with
                                                                644,216,371.44                        505,846,535.43
“-”)
Less: Income tax expense                                        125,875,954.02                         98,584,630.53

V. Net profit (Net loss is listed with “-”)                   518,340,417.42                        407,261,904.90
Including: net profit realized before
consolidation by mergered party
Net profit attributable to owner’s of
                                                                505,688,779.43                        396,685,115.71
parent company
Minority shareholders’ gains and losses                         12,651,637.99                         10,576,789.19

VI. Earnings per share                                     --                                  --

i. Basic earnings per share                                              1.497                                1.377

ii. Diluted earnings per share                                           1.497                                1.377

VII. Other consolidated income                                    -2,716,500.00

Inc: Other comprehensive items un-able
to re-classify as gains/losses in later                           -2,716,500.00
accounting period

         Other comprehensive items
able to re-classify as gains/losses in
later accounting period while regulated
conditions are satisfy

VIII. Total comprehensive income                                515,623,917.42                        407,261,904.90
Total consolidated income attributable
                                                                503,001,311.93                        396,685,115.71
to owners of parent company
Total consolidated income attributable
                                                                 12,622,605.49                         10,576,789.19
to minority shareholders
Legal representative: Yan Zhigang
Person in charge of accounting works: Wei Pingxiao
Person in charge of accounting institution: Zhou Feifei

6. Profit Statement of parent company (from year-begin to end of this period)

Prepared by China National Accord Medicines Corporation Ltd.


                                                                                                                  26
                                                                 国药集团一致药业股份有限公司 2014 年第三季度报告全文


                                                                                                                   In RMB

                  Items                          Amount in this period                  Amount in last period

I. Operating income                                             2,078,854,464.72                       1,871,200,691.97

Less: operating cost                                            1,996,348,869.75                       1,789,158,702.46

Operating tax and extras                                            6,249,456.18                           3,500,049.67

Sales expenses                                                     35,760,799.33                          35,538,629.68

Administration expenses                                            36,834,667.09                          35,407,135.00

Financial expenses                                                -61,166,675.03                           6,025,727.14

Losses of devaluation of asset                                           270,135.10                             251,017.39
Add: Changing income of fair
value(Loss is listed with “-”)
Investment income (Loss is listed with
                                                                  498,608,841.32                         420,352,640.45
“-”)
Including: Investment income on
                                                                   36,739,722.01                          30,515,319.09
affiliated company and joint venture
II. Operating profit (Loss is listed
                                                                  563,166,053.62                         421,672,071.08
with “-”)
Add: Non-operating income                                                715,297.08                        7,943,421.62

Less: Non-operating expense                                                    0.08                               2,050.00
Including: Disposal loss of non-current
asset
III. Total Profit (Loss is listed with
                                                                  563,881,350.62                         429,613,442.70
“-”)
Less: Income tax expense                                           16,251,065.83                                -53,305.02
IV. Net profit (Net loss is listed with
                                                                  547,630,284.79                         429,666,747.72
“-”)
V. Earnings per share                                      --                                    --

i. Basic earnings per share

ii. Diluted earnings per share


VI. Other consolidated income
                                                                     -270,750.00

Inc: Other comprehensive items un-able
to re-classify as gains/losses in later
                                                                     -270,750.00
accounting period

         Other comprehensive items
able to re-classify as gains/losses in
later accounting period while regulated
conditions are satisfy

VII. Total comprehensive income                                   547,359,534.79                         429,666,747.72
Legal representative: Yan Zhigang
Person in charge of accounting works: Wei Pingxiao
Person in charge of accounting institution: Zhou Feifei
7. Consolidated Cash Flow Statement (from year-begin to end of this period)
Prepared by China National Accord Medicines Corporation Ltd.


                                                                                                                        27
                                                           国药集团一致药业股份有限公司 2014 年第三季度报告全文


                                                                                                          In RMB

                 Item                      Amount in this period                  Amount in last period
I. Cash flows arising from operating
activities:
Cash received from selling commodities
                                                         17,908,007,328.48                      15,759,715,499.06
and providing labor services
Net increase of customer deposit and
interbank deposit
Net increase of loan from central bank
Net increase of capital borrowed from
other financial institution
Cash received from original insurance
contract fee
Net cash received from reinsurance
business
Net increase of insured savings and
investment
Net increase of disposal of transaction
financial asset
Cash      received       from  interest,
commission charge and commission
Net increase of capital borrowed
Net increase of returned business
capital
Write-back of tax received                                    8,947,070.73                           8,242,898.04
Other cash received concerning
                                                             75,769,060.23                          53,709,097.32
operating activities
Subtotal of cash inflow arising from
                                                         17,992,723,459.44                      15,821,667,494.42
operating activities
Cash paid for purchasing commodities
                                                         17,447,751,970.38                      14,595,729,806.54
and receiving labor service
Net increase of customer loans and
advances
Net increase of deposits in central bank
and interbank
Cash paid for original insurance
contract compensation
Cash paid for interest, commission
charge and commission
Cash paid for bonus of guarantee slip

Cash paid to/for staff and workers                          439,907,204.26                         382,463,113.16

Taxes paid                                                  421,428,798.02                         349,077,917.15
Other cash paid concerning operating
                                                            272,979,736.89                         249,583,919.13
activities
Subtotal of cash outflow arising from
                                                         18,582,067,709.55                      15,576,854,755.98
operating activities
Net cash flows arising from operating
                                                           -589,344,250.11                         244,812,738.44
activities
II. Cash flows arising from investing
activities:
Cash      received   from  recovering
investment
Cash received from investment income                         28,152,000.00                          28,152,000.00
Net cash received from disposal of
fixed, intangible and other long-term                         1,257,052.51                           3,028,761.00
assets
Net cash received from disposal of


                                                                                                               28
                                                               国药集团一致药业股份有限公司 2014 年第三季度报告全文


subsidiaries and other units
Other cash received concerning
investing activities
Subtotal of cash inflow from investing
                                                                 29,409,052.51                        31,180,761.00
activities
Cash paid for purchasing fixed,
                                                                236,730,564.01                        73,342,076.03
intangible and other long-term assets
Cash paid for investment

Net increase of mortgaged loans
Net cash received from subsidiaries and
                                                                  1,644,172.91                          151,731.71
other units
Other cash paid concerning investing
activities
Subtotal of cash outflow from investing
                                                                238,374,736.92                        73,493,807.74
activities
Net cash flows arising from investing
                                                               -208,965,684.41                       -42,313,046.74
activities
III. Cash flows arising from financing
activities
Cash       received    from     absorbing
                                                               1,930,265,413.47
investment
Including:      Cash     received    from
absorbing       minority     shareholders’
investment by subsidiaries
Cash received from loans                                        174,372,388.34                       598,850,496.45

Cash received from issuing bonds
Other cash received concerning
                                                                 32,152,750.15                       400,000,000.00
financing activities
Subtotal of cash inflow from financing
                                                               2,136,790,551.96                      998,850,496.45
activities
Cash paid for settling debts                                   1,123,753,511.67                      674,228,825.54
Cash paid for dividend and profit
                                                                183,572,083.63                       176,840,535.37
distributing or interest paying
Including: Dividend and profit of
minority      shareholder      paid by                            5,825,783.82                         4,966,654.86
subsidiaries
Other cash paid concerning financing
                                                                 50,827,980.27                       414,085,233.92
activities
Subtotal of cash outflow from financing
                                                               1,358,153,575.57                    1,265,154,594.83
activities
Net cash flows arising from financing
                                                                778,636,976.39                      -266,304,098.38
activities
IV. Influence on cash and cash
equivalents due to fluctuation in                                     5,838.21                            -6,572.26
exchange rate
V. Net increase of cash and cash
                                                                 -19,667,119.92                      -63,810,978.94
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
                                                               1,078,281,234.53                      856,937,064.59
equivalents at the period -end
Legal representative: Yan Zhigang
Person in charge of accounting works: Wei Pingxiao
Person in charge of accounting institution: Zhou Feifei
8. Cash Flow Statement of parent company (from year-begin to end of this period)
Prepared by China National Accord Medicines Corporation Ltd.
                                                                                                            In RMB



                                                                                                                 29
                                                           国药集团一致药业股份有限公司 2014 年第三季度报告全文


                 Item                      Amount in this period                  Amount in last period
I. Cash flows arising from operating
activities:
Cash received from selling commodities
                                                          2,178,553,762.47                       1,915,280,492.82
and providing labor services
Write-back of tax received                                            0.00
Other cash received concerning
                                                             16,271,321.78                          16,077,640.47
operating activities
Subtotal of cash inflow arising from
                                                          2,194,825,084.25                       1,931,358,133.29
operating activities
Cash paid for purchasing commodities
                                                          2,155,142,728.62                       1,893,911,070.75
and receiving labor service
Cash paid to/for staff and workers                           39,046,375.47                          38,651,909.44

Taxes paid                                                   26,377,550.12                          12,077,871.06
Other cash paid concerning operating
                                                             21,802,894.06                          26,730,502.96
activities
Subtotal of cash outflow arising from
                                                          2,242,369,548.27                       1,971,371,354.21
operating activities
Net cash flows arising from operating
                                                            -47,544,464.02                         -40,013,220.92
activities
II. Cash flows arising from investing
activities:
Cash      received    from    recovering
                                                                      0.00
investment
Cash received from investment income                        234,399,564.16                         138,763,600.61
Net cash received from disposal of
fixed, intangible and other long-term                              700.00                                  65,000.00
assets
Net cash received from disposal of
                                                                      0.00
subsidiaries and other units
Other cash received concerning
                                                          2,954,312,357.21                       1,490,052,164.08
investing activities
Subtotal of cash inflow from investing
                                                          3,188,712,621.37                       1,628,880,764.69
activities
Cash paid for purchasing fixed,
                                                            166,131,758.87                          13,653,720.05
intangible and other long-term assets
Cash paid for investment                                      8,110,000.00                         100,000,000.00
Net cash received from subsidiaries and
                                                              6,761,000.00                                151,731.71
other units
Other cash paid concerning investing
                                                          4,008,433,743.73                       1,459,100,000.00
activities
Subtotal of cash outflow from investing
                                                          4,189,436,502.60                       1,572,905,451.76
activities
Net cash flows arising from investing
                                                         -1,000,723,881.23                          55,975,312.93
activities
III. Cash flows arising from financing
activities
Cash received from absorbing
                                                          1,930,265,413.47
investment
Cash received from loans                                     58,095,448.00                         440,000,000.00

Cash received from issuing bonds
Other cash received concerning
                                                            394,669,491.62                       1,265,475,600.48
financing activities
Subtotal of cash inflow from financing
                                                          2,383,030,353.09                       1,705,475,600.48
activities
Cash paid for settling debts                                945,000,000.00                         322,000,000.00



                                                                                                                  30
                                                               国药集团一致药业股份有限公司 2014 年第三季度报告全文


Cash paid for dividend and profit
                                                                 88,630,556.66                       103,003,578.81
distributing or interest paying
Other cash paid concerning financing
                                                                128,579,308.55                     1,270,743,410.18
activities
Subtotal of cash outflow from financing
                                                               1,162,209,865.21                    1,695,746,988.99
activities
Net cash flows arising from financing
                                                               1,220,820,487.88                        9,728,611.49
activities
IV. Influence on cash and cash
equivalents due to fluctuation in                                     1,201.00
exchange rate
V. Net increase of cash and cash
                                                                172,553,343.63                        25,690,703.50
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
                                                                390,896,290.66                       186,324,058.63
equivalents at the period -end
Legal representative: Yan Zhigang
Person in charge of accounting works: Wei Pingxiao
Person in charge of accounting institution: Zhou Feifei

II. Audit report

Whether the third quarter report was audited or not
□Yes   √No
The third quarter report of the Company has not been audited




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