国药集团一致药业股份有限公司 2015 年第一季度报告全文 China National Accord Medicines Corporation Ltd. First Quarterly Report 2015 April 2015 1 国药集团一致药业股份有限公司 2015 年第一季度报告全文 Section I. Important Notes Board of Directors and the Supervisory Committee of China National Accord Medicines Corporation Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives should guarantee the reality, accuracy and completion of the quarterly report, there are no any fictitious statements, misleading statements or important omissions carried in this report, and shall take legal responsibilities, individual and/or joint. All Directors are attended the Board Meeting for Quarterly Report deliberation. Yan Zhigang, person in charge of the Company, Wei Pingxiao, person in charger of accounting works and Zhou Feifei, person in charger of accounting organ (accounting officer) hereby confirm that the Financial Report of this Quarterly Report is authentic, accurate and complete. 2 国药集团一致药业股份有限公司 2015 年第一季度报告全文 Section II. Main financial data and changes of shareholders I. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □ Yes √No Changes of this period over Current Period Same period of last year same period of last year Operating income (RMB) 6,261,714,700.23 5,533,524,159.08 13.16% Net profit attributable to shareholders of 197,026,237.82 167,818,387.39 17.40% the listed company(RMB) Net profit attributable to shareholders of the listed company after deducting 192,315,542.07 165,006,263.57 16.55% non-recurring gains and losses(RMB) Net cash flow arising from operating -425,683,165.96 activities(RMB) 182,179,606.70 142.80% Basic earnings per share (RMB/Share) 0.543 0.582 -6.70% Diluted earnings per share (RMB/Share) 0.543 0.582 -6.70% Weighted average ROE 4.05% 7.21% -3.16% Changes of this period-end At the end of the reporting At the end of last year over same period-end of last period year Total assets (RMB) 13,399,261,901.35 12,828,941,540.90 4.45% Net assets attributable to shareholder of 4,961,634,059.91 4,764,607,822.09 4.14% listed company (RMB) Items of non-recurring gains and losses √ Applicable □ Not applicable In RMB Amount from year-begin to Item Note period-end Gains/losses from the disposal of non-current asset (including the -118,671.15 write-off that accrued for impairment of assets) Governmental subsidy reckoned into current gains/losses (not Mainly due to follow money including the subsidy enjoyed in quota or ration according to 5,091,842.57 received as: one million Yuan of national standards, which are closely relevant to enterprise’s loan interest subsidy received 3 国药集团一致药业股份有限公司 2015 年第一季度报告全文 business) from Development and Finance Bureau of Longhua New District and Economic Services Bureau by subsidiary of the Company, the 0.9 million Yuan grants for cefdinir and Cefaclor Suspension project received from the Group, the 674,600 Yuan of demolition resettlement compensation for old town received and 400000 Yuan special award for the taxation; the patent award 300000 Yuan for year of 2013 received from Shenzhen Market Supervisory Authority, special supporting fund 229000 Yuan for the engineering lab of new-type Cephalosporin, the 209600 Yuan of the modern logistics public information platform of the third party, the special supporting fund205300 Yuan of R&D manufacture base for the drugs etc. Reversal of impairment reserve for account receivable with 8,430.00 separate impairment testing Other non-operating income and expenditure except for the 663,591.41 aforementioned items Less: impact on income tax 934,220.09 Impact on minority shareholders’ equity (post-tax) 276.99 Total 4,710,695.75 -- 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 II. Total number of shareholders at the end of this report period and top ten shareholders 1. Total number of common shareholders at the end of this report period and top ten common shareholders In shares 4 国药集团一致药业股份有限公司 2015 年第一季度报告全文 Total common shareholders 14,356 at the end of report period Top ten common shareholders Amount of Number of share pledged/frozen Shareholder’s Nature of Proportion of Amount of shares restricted shares name shareholder shares held held State of share Amount held Sinopharm State-owned 51.00% 184,942,291 74,482,543 Group Co., Ltd. legal person National Social Domestic non Security Fund state-owned legal 2.12% 7,700,000 116 combination person National Social Domestic non Security Fund state-owned legal 2.01% 7,298,555 106 combination person HTHK/CMG FSGUFP-CMG Foreign FIRST STATE 1.94% 7,032,720 Corporation CHINA GROWTH FD BOC—Harvest Domestic non theme selected state-owned 1.18% 4,274,694 mix securities Corporation investment fund New China Life Insurance Co., Ltd. – Bonus – Domestic non Individual state-owned 1.16% 4,199,772 bonuses - Corporation -018L-FH002 Shen BOC-Harvest Domestic non research selected state-owned 0.96% 3,489,967 stock securities Corporation investment fund China Merchants Foreign Securities (HK) 0.94% 3,403,702 Corporation Co., Limited GUOTAI JUNAN Foreign 0.92% 3,346,576 SECURITIES(H Corporation ONGKONG) 5 国药集团一致药业股份有限公司 2015 年第一季度报告全文 LIMITED China Life Insurance Co., Ltd. – tradition – Domestic non general insurance state-owned 0.83% 3,000,000 products - Corporation 005L-CT001 Shen Top ten common shareholders with unrestricted shares held Type of shares Shareholder’s name Amount of unrestricted shares held Type Amount RMB ordinary Sinopharm Holding Co., Ltd. 110,459,748 110,459,748 shares National Council for Social Security RMB ordinary 7,700,000 7,700,000 Fund-116 shares National Council for Social Security RMB ordinary 7,298,555 7,298,555 Fund-106 shares HTHK/CMG FSGUFP-CMG Domestically FIRST STATE CHINA GROWTH 7,032,720 listed foreign 7,032,720 FD shares BOC—Harvest theme selected mix RMB ordinary 4,274,694 4,274,694 securities investment fund shares New China Life Insurance Co., Ltd. RMB ordinary – Bonus – Individual bonuses - 4,199,772 4,199,772 shares -018L-FH002 Shen BOC-Harvest research selected RMB ordinary 3,489,967 3,489,967 stock securities investment fund shares Domestically China Merchants Securities (HK) 3,403,702 listed foreign 3,403,702 Co., Limited shares GUOTAI JUNAN Domestically SECURITIES(HONGKONG) 3,346,576 listed foreign 3,346,576 LIMITED shares China Life Insurance Co., Ltd. – RMB ordinary tradition – general insurance 3,000,000 3,000,000 shares products - 005L-CT001 Shen BOC—Harvest theme selected mix securities investment fund and BOC-Harvest research Explanation on associated selected stock securities investment fund have the same custodian as Harvest Fund relationship among the aforesaid Management Co., Ltd.; it is unknown that there exists no associated relationship or belongs to shareholders the consistent actionist among the other tradable shareholders regulated by the Management Measure of Information Disclosure on Change of Shareholding for Listed Companies. 6 国药集团一致药业股份有限公司 2015 年第一季度报告全文 Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement dealing in reporting period □ Yes √ No The top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company have no buy-back agreement dealing in reporting period. 2. Total shareholders with preferred stock held at Period-end and shares held by top ten shareholders with preferred stock held □ Applicable √ Not applicable 7 国药集团一致药业股份有限公司 2015 年第一季度报告全文 Section III. Significant Events I. Particulars about material changes in items of main accounting statement and financial index and explanations of reasons √Applicable □Not applicable 1. Other account receivables: increased 10.45 million Yuan over that of balance at period-begin with growth rate of 36.58%, mainly because the increase of housing lease, deposit, margin and etc. in the Period; 2. Other current assets: decreased 27.86 million Yuan over that of balance at period-begin with growth rate of -69.13%, mainly because the retained VAT decreased in the Period; 3. Short-term loans: increased 494.71 million Yuan over that of balance at period-begin with growth rate of 32.59%, mainly because supply chain financing increased in the Period; 4. Account received in advance: decreased 22.77 million Yuan over that of balance at period-begin with growth rate of -56.45%, mainly because the account paid in advance for the goods from merchants declined in the Period; 5. Wages payable: decreased 69.16 million Yuan over that of balance at period-begin with growth rate of -40.22%, mainly because the remuneration, accrual last year, has distributed in this Period; 6. Tax payable: increased 3,414 Yuan over that of balance at period-begin with growth rate of 44.09%, mainly because provision of enterprise income tax increased in the Period; 7. Interest payable: increased 4.03 million Yuan over that of balance at period-begin with growth rate of 60.51%, mainly because the scale of financing goes up in the Period; 8. Non-current liability due within one year: increased 1.26 million Yuan y-o-y with growth rate of 31.50%, mainly because the member points due within one year increased in the Period; 9. Financial expenses: decreased 20.11 million Yuan y-o-y with growth rate of -42.55%, mainly because of the decrease in loans in the Period; 10. Assets impairment loss: increased 1.4 million Yuan y-o-y with growth rate of 56.78%, mainly because the inventory falling price reserves accrual in the Period increased; 11. Non-operation revenue: increased 2.17 million Yuan y-o-y with growth rate of 57.08%, mainly because the government subsidy received in the Period increased on a y-o-y basis; 12. Non-operation expenditure-losses from disposal of non-current assets: increased 8400 Yuan y-o-y with growth rate of 222.84%, mainly because loss of the fixed assets disposed as vehicles in the Period increased y-o-y; 13. Income tax expenses: increased 12.92 million Yuan y-o-y with growth rate of 30.60%, mainly because profitability improved and income tax expense increased in the Period; 14. Cash received with other operation activities concerned: increased 14.84 million Yuan y-o-y with growth rate of 103.26%, mainly because the margin received government compensation for removal and government grants received in the Period are increase on a y-o-y basis; 15. Net cash flow from operation activity: increased 608 million Yuan y-o-y with growth rate of142.80%, mainly because the account paid for procurement and vary taxes paid in the Period decreased y-o-y; 16. Net cash received from disposal of fixed assets, intangible assets and other long-term assets: decreased 0.23 million Yuan y-o-y with growth rate of -91.16%, mainly because income from disposal of fixed assets in the Period decreased y-o-y; 17. Cash received with other investment activities: decreased 5.08 million Yuan y-o-y with growth rate of -100%, mainly because the 8 国药集团一致药业股份有限公司 2015 年第一季度报告全文 monetary fund owned by Sinopharm Holding Shantou on purchasing day, the subsidiary newly acquired in last Period, was listed in the item, and no such account occurred in the Period; 18. Cash paid with other investment activities concerned: increased 2,520,000 Yuan y-o-y with growth rate of 100%,mainly because money for 10% equity of Sinopharm Holding Zhuhai are paid in the Period while no such business occurred at same period of last year; 19. Cash received by investors: decreased 1.94 billion Yuan y-o-y with growth rate of -99.93%, mainly because amount from private placement was received in the same period of last year, and no such business occurred in the Period; 20. Cash inflows from minority investment in subsidiaries: increased 1.47 million Yuan y-o-y with growth rate of 100%, mainly because the enterprise newly established in the Period received investment from minority’s while there is no such business occurred at same period last year; 21. Cash received from loan: decreased 186 million Yuan y-o-y with growth rate of -100%, mainly because loans in the Period decreased y-o-y; 22. Cash paid for debt settlement: decreased 383 million Yuan y-o-y with growth rate of -85.73%, mainly because loans payment in the Period decreased y-o-y; 23. Cash paid for distribution of dividend or profit or cash payments for interests: decreased 23.27 million Yuan y-o-y with growth rate of -47.94%, mainly because the loans interest paid in the Period decreased y-o-y; 24. Cash paid with other financing activities concerned: increased 7.94 million Yuan y-o-y with growth rate of37.68%, mainly because the repay for supply chain financing in the Period increased y-o-y; 25. Net cash flow from financing activity: decreased 1.729billion Yuan y-o-y with growth rate of -107.24%, mainly because amount from private placement was received in the same period of last year, and no such business occurred in the Period; 26. Influence on cash and cash equivalent from exchange rate movement: increased 4,600 Yuan y-o-y with growth rate of 99.50%, mainly because foreign currency held increased. II. Analysis and explanation of significant events and their influence and solutions □ Applicable √ Not applicable III. Commitments from the Company or shareholders (with over 5% shares held) in or occurred in the previous period but continued to reporting period √Applicable □Not applicable Commitmen Commitment Commitments Accepter Contents Implementation t time period Share Merger Reform As a large pharmaceutical commercial enterprise whose business involves pharmaceutical wholesale Commitments and retail, Sinopharm Holding may overlap with the Normally in report of Sinopharm Long-term Company in geographical segmentation during its 2005-06-21 implement acquisition or Holding effective future business development. To avoid the potential equity change peer competition brought by such geographical overlap, Sinopharm Holding undertakes that, upon 9 国药集团一致药业股份有限公司 2015 年第一季度报告全文 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 Controlling constitute substantive peer competition with shareholder is Sinopharm Accord and its controlled enterprises. II. implement in real the Company and the enterprises it wholly-owns, earnest, controls or has de facto control over will not engage Commitments Sinopharm in, participate in or carry out in Guangdong and make in initial Sinopharm Long-term Accord will Guangxi any business or activities that would 2013-09-05 public offering Holding effective actively urged the constitute substantive competition with the or re-financing controlling pharmaceutical commercial businesses of shareholder and Sinopharm Accord. III. the Company and the actual controller enterprises it wholly-owns, controls or has de facto to fulfill control over will not engage in, participate in or commitments carry out any business or activities that would constitute substantive competition with the pharmaceutical industrial businesses of Sinopharm Accord. IV. the Company will not make use of its control over Sinopharm Accord to damage the legal interests of Sinopharm Accord and other shareholders (especially minority shareholders). 10 国药集团一致药业股份有限公司 2015 年第一季度报告全文 The Letter of Undertaking takes effect since the date of issue and will remain effective during the entire period when the Company has been the controlling shareholder or connected party of Sinopharm Accord. During the validity of the Undertaking, the Company will indemnify in time Sinopharm Accord from any loss which may arise out of the Company’s violation of the Undertaking.‖ Sinopharm Holding has undertaken in the Letter of Undertaking from Sinopharm Group Co. Ltd. on Standardization of the Connected Transactions with China National Accord Medicines Corporation Ltd. that, ―I. during the period when the Company takes control over 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 Controlling enter into standardized connected transaction shareholder is agreement with Sinopharm Accord according to implement in real law. Sinopharm Accord will perform approval earnest, procedure according to relevant laws, rules and Sinopharm Sinopharm regulations, other standardization documents and its Long-term Accord will 2013-09-05 Holding constitutional documents, and fulfill its obligation effective actively urged the to disclose information on connected transactions. controlling III. for those connected transactions beyond shareholder and avoidance or out of reasonable causes, the actual controller Company and Connected Party will determine the to fulfill prices of connected transactions based on the prices commitments 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 11 国药集团一致药业股份有限公司 2015 年第一季度报告全文 information disclosure obligation. V. the Company guarantees to attend shareholders’ meeting according to the constitutional documents of Sinopharm Accord, exercise its corresponding rights and assumed its corresponding obligations in an equitable manner, not to take advantage of its standing as controlling shareholder to seek unjust interests, or to use connected transactions to illegally transfer capital or profit out of Sinopharm Accord, or to prejudice the legal interests of Sinopharm Accord and other shareholders (especially minority shareholders). VI. the Letter of Undertaking takes effect since the date of issue and will remain effective during the entire period when the Company has been the controlling shareholder or connected party of Sinopharm Accord. During the validity of the Undertaking, the Company will indemnify in time Sinopharm Accord from any loss that may arise out of the Company’s violation of 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 Actual controller assets or equity reorganization to solve the problem is implement in of peer competition between Weiqida and real earnest, Sinopharm Accord. II. apart from the matters Sinopharm disclosed in the past and in the Letter of Accord will Sinopharm Long-term Undertaking, the Company and the enterprises it 2013-10-16 actively urged the Group effective wholly-owns, controls or has de facto control over controlling (excluding Sinopharm Accord and its controlled shareholder and enterprises, similarly hereinafter) do not directly actual controller engage in, participate in or carry out within the PRC to fulfill any business or activities that would constitute commitments substantive competition with the production and operation of Sinopharm Accord. The relative undertakings in respect of avoiding peer competition given by the Company in the past remain valid. III. the Company will not take advantage of its control over Sinopharm Accord to 12 国药集团一致药业股份有限公司 2015 年第一季度报告全文 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 Undertaking from China National Pharmaceutical Group Corporation 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 Actual controller enter into standardized connected transaction is implement in agreement with Sinopharm Accord according to real earnest, law. Sinopharm Accord will perform approval Sinopharm procedure according to relevant laws, rules and Accord will Sinopharm Long-term regulations, other standardization documents and its 2013-09-22 actively urged the Group effective constitutional documents, and fulfill its obligation controlling to disclose information on connected transactions. shareholder and III. for those connected transactions beyond actual controller avoidance or out of reasonable causes, the to fulfill Company and Connected Party will determine the commitments 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 13 国药集团一致药业股份有限公司 2015 年第一季度报告全文 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. Predict of the business performance from January to June 2015 Warnings and reasons of the predict that the cumulative net profit from the begin of the year to the end of next report period may be loss or have great changes comparing with the same period of last year □Applicable √Not applicable V. Securities Investment □ Applicable √ Not applicable No security investment in the Period. VI. Explanation on equity of other listed company held □ Applicable √ Not applicable No equity of other listed company held in Period-end. VII. Derivative investment □ Applicable √ Not applicable No derivative investment in the Period. VIII. Registration form for receiving research, communication and interview in the report period □ Applicable √ Not applicable No registration form for receiving research, communication or interview in the Period. 14 国药集团一致药业股份有限公司 2015 年第一季度报告全文 Section IV. Financial Statement I. Financial statement 1. Consolidate balance sheet Prepared by China National Accord Medicines Corporation Ltd. 2015-03-31 In RMB Item Balance at period-end Balance at period-begin Current assets: Monetary funds 874,682,834.63 867,562,115.54 Settlement provisions Capital lent Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes receivable 770,803,147.42 618,995,440.09 Accounts receivable 7,571,256,086.70 7,018,312,673.19 Accounts paid in advance 111,773,033.33 96,043,154.40 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 39,027,837.66 28,574,927.90 Purchase restituted finance asset Inventories 2,171,496,461.86 2,322,333,262.87 Divided into assets held for sale Non-current asset due within one year Other current assets 12,444,236.68 40,308,591.47 Total current assets 11,551,483,638.28 10,992,130,165.46 Non-current assets: 15 国药集团一致药业股份有限公司 2015 年第一季度报告全文 Loans and payments on behalf Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 170,314,693.96 157,604,846.85 Investment property 70,116,287.93 73,836,850.51 Fixed assets 735,073,467.01 745,557,829.35 Construction in progress 349,235,832.66 330,218,696.56 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 143,277,041.55 144,383,753.87 Expense on Research and 5,619,315.47 5,619,315.47 Development Goodwill 79,378,833.15 79,378,833.15 Long-term expenses to be 37,903,104.97 39,154,232.03 apportioned Deferred income tax asset 86,063,967.10 85,146,479.50 Other non-current asset 170,795,719.27 175,910,538.15 Total non-current asset 1,847,778,263.07 1,836,811,375.44 Total assets 13,399,261,901.35 12,828,941,540.90 Current liabilities: Short-term loans 2,012,664,966.38 1,517,954,528.88 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 Derivative financial liability Notes payable 1,525,344,836.15 1,468,166,640.64 Accounts payable 3,895,524,304.35 3,988,878,234.03 Accounts received in advance 17,569,538.10 40,339,905.63 Selling financial asset of repurchase Commission charge and 16 国药集团一致药业股份有限公司 2015 年第一季度报告全文 commission payable Wage payable 102,798,856.26 171,958,142.88 Taxes payable 111,589,593.99 77,445,669.46 Interest payable 10,700,617.28 6,666,712.19 Dividend payable Other accounts payable 367,743,030.24 412,347,201.51 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Divided into liability held for sale Non-current liabilities due within 1 5,260,000.00 4,000,000.00 year Other current liabilities Total current liabilities 8,049,195,742.75 7,687,757,035.22 Non-current liabilities: Long-term loans 47,351,573.85 39,695,448.00 Bonds payable Including: preferred stock Perpetual capital securities Long-term account payable Long-term wages payable 2,896,000.00 2,896,000.00 Special accounts payable 1,287,000.00 1,287,000.00 Projected liabilities Deferred income 174,529,601.70 176,366,201.15 Deferred income tax liabilities 23,767,710.79 24,297,076.57 Other non-current liabilities 45,427,343.31 45,427,343.31 Total non-current liabilities 295,259,229.65 289,969,069.03 Total liabilities 8,344,454,972.40 7,977,726,104.25 Owner’s equity: Share capital 362,631,943.00 362,631,943.00 Other equity instrument Including: preferred stock Perpetual capital securities 17 国药集团一致药业股份有限公司 2015 年第一季度报告全文 Capital public reserve 1,863,894,533.34 1,863,894,533.34 Less: Inventory shares Other comprehensive income Reasonable reserve Surplus public reserve 181,315,971.50 181,315,971.50 Provision of general risk Retained profit 2,553,791,612.07 2,356,765,374.25 Total owner’s equity attributable to 4,961,634,059.91 4,764,607,822.09 parent company Minority interests 93,172,869.04 86,607,614.56 Total owner’s equity 5,054,806,928.95 4,851,215,436.65 Total liabilities and owner’s equity 13,399,261,901.35 12,828,941,540.90 Legal Representative: Yan Zhigang Person in charge of accounting works: Wei Pingxiao Person in charge of accounting institute: Zhou Feifei 2. Balance Sheet of Parent Company In RMB Item Closing balance Opening balance Current assets: Monetary funds 224,476,789.36 257,173,314.81 Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes receivable 4,826,619.30 47,389,669.59 Accounts receivable 599,365,937.37 513,791,982.48 Account paid in advance 3,720,376.61 5,047,755.80 Interest receivable 1,886,079.13 1,890,165.10 Dividends receivable Other receivables 1,142,166,550.88 1,111,423,809.76 Inventories 161,098,976.95 184,880,147.05 Divided into assets held for sale Non-current assets maturing within one year Other current assets 39,482.38 2,560,096.51 Total current assets 2,137,580,811.98 2,124,156,941.10 18 国药集团一致药业股份有限公司 2015 年第一季度报告全文 Non-current assets: Available-for-sale financial assets Held-to-maturity investments Long-term receivables Long-term equity investments 2,784,714,188.34 2,772,004,341.23 Investment property 4,985,769.90 5,272,980.96 Fixed assets 16,441,771.27 17,175,509.65 Construction in progress 321,855,843.98 299,290,846.13 Project materials Disposal of fixed assets Productive biological assets Oil and natural gas assets Intangible assets 36,530,494.15 36,923,545.12 Research and development costs Goodwill Long-term deferred expenses 5,404,665.63 5,681,186.10 Deferred income tax assets 2,800,803.02 2,800,803.02 Other non-current assets 61,633,726.33 68,103,087.93 Total non-current assets 3,234,367,262.62 3,207,252,300.14 Total assets 5,371,948,074.60 5,331,409,241.24 Current liabilities: Short-term borrowings 300,000,000.00 202,000,000.00 Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes payable 172,640,734.42 274,584,574.89 Accounts payable 357,192,001.76 314,477,971.19 Accounts received in advance 292,420.06 322,008.81 Wage payable 14,504,526.83 20,339,767.52 Taxes payable 17,628,327.90 13,695,533.72 Interest payable 172,307.47 86,831.07 Dividend payable Other accounts payable 413,869,192.67 447,928,781.45 19 国药集团一致药业股份有限公司 2015 年第一季度报告全文 Divided into liability held for sale Non-current liabilities due within 1 year Other current liabilities Total current liabilities 1,276,299,511.11 1,273,435,468.65 Non-current liabilities: Long-term loans 47,351,573.85 39,695,448.00 Bonds payable Including: preferred stock Perpetual capital securities Long-term account payable Long-term wages payable 226,000.00 226,000.00 Special accounts payable 800,000.00 800,000.00 Projected liabilities Deferred income 5,000,000.00 5,000,000.00 Deferred income tax liabilities 3,773,319.00 3,773,319.00 Other non-current liabilities Total non-current liabilities 57,150,892.85 49,494,767.00 Total liabilities 1,333,450,403.96 1,322,930,235.65 Owners’ equity: Share capita 362,631,943.00 362,631,943.00 Other equity instrument Including: preferred stock Perpetual capital securities Capital public reserve 1,869,692,921.70 1,869,692,921.70 Less: Inventory shares Other comprehensive income Reasonable reserve Surplus reserve 181,315,971.50 181,315,971.50 Retained profit 1,624,856,834.44 1,594,838,169.39 Total owner’s equity 4,038,497,670.64 4,008,479,005.59 Total liabilities and owner’s equity 5,371,948,074.60 5,331,409,241.24 20 国药集团一致药业股份有限公司 2015 年第一季度报告全文 3. Consolidated Profit Statement In RMB Item Current Period Last Period I. Total operating income 6,261,714,700.23 5,533,524,159.08 Including: Operating income 6,261,714,700.23 5,533,524,159.08 Interest income Insurance gained Commission charge and commission income II. Total operating cost 6,022,798,273.95 5,333,488,597.29 Including: Operating cost 5,727,401,760.21 5,029,648,506.06 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 13,110,911.30 16,456,412.89 Sales expenses 149,553,656.91 140,963,077.19 Administration expenses 101,713,713.18 96,697,790.30 Financial expenses 27,144,103.26 47,251,787.11 Losses of devaluation of asset 3,874,129.09 2,471,023.74 Add: Changing income of fair value(Loss is listed with ―-‖) Investment income (Loss is listed 12,709,847.11 10,759,866.17 with ―-‖) Including: Investment income on 12,709,847.11 10,759,866.17 affiliated company and joint venture Exchange income (Loss is listed with ―-‖) III. Operating profit (Loss is listed with 251,626,273.39 210,795,427.96 ―-‖) 21 国药集团一致药业股份有限公司 2015 年第一季度报告全文 Add: Non-operating income 5,960,690.37 3,794,783.96 Including: Disposal gains of 2,827.43 87,847.28 non-current asset Less: Non-operating expense 323,927.54 392,320.33 Including: Disposal loss of 121,498.58 37,633.78 non-current asset IV. Total Profit (Loss is listed with ―-‖) 257,263,036.22 214,197,891.59 Less: Income tax expense 55,141,543.92 42,222,561.34 V. Net profit (Net loss is listed with ―-‖) 202,121,492.30 171,975,330.25 Net profit attributable to owner’s of 197,026,237.82 167,818,387.39 parent company Minority shareholders’ gains and 5,095,254.48 4,156,942.86 losses VI. Net after-tax of other comprehensive income Net after-tax of other comprehensive income attributable to owners of parent company (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss (II) Other comprehensive income items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 22 国药集团一致药业股份有限公司 2015 年第一季度报告全文 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency financial statements 6. Other Net after-tax of other comprehensive income attributable to minority shareholders VII. Total comprehensive income 202,121,492.30 171,975,330.25 Total comprehensive income 197,026,237.82 167,818,387.39 attributable to owners of parent Company Total comprehensive income 5,095,254.48 4,156,942.86 attributable to minority shareholders VIII. Earnings per share: (i) Basic earnings per share 0.543 0.582 (ii) Diluted earnings per share 0.543 0.582 Enterprise combine under the same control in the Period, the combined party realized net profit of 0 Yuan before combination, and realized 0 Yuan at last period for combined party Legal Representative: Yan Zhigang Person in charge of accounting works: Wei Pingxiao Person in charge of accounting institute: Zhou Feifei 4. Profit Statement of Parent Company In RMB Item Current Period Last Period I. Operating income 682,110,778.60 630,928,100.07 Less: Operating cost 651,556,733.03 606,916,889.78 Operating tax and extras 1,291,426.07 1,448,928.34 Sales expenses 11,197,849.92 10,773,372.91 Administration expenses 10,188,227.73 10,935,015.93 Financial expenses -15,344,108.10 -825,878.75 Losses of devaluation of asset 142,228.63 202,141.81 23 国药集团一致药业股份有限公司 2015 年第一季度报告全文 Add: Changing income of fair value(Loss is listed with ―-‖) Investment income (Loss is 12,709,847.11 10,759,866.17 listed with ―-‖) Including: Investment income 12,709,847.11 10,759,866.17 on affiliated company and joint venture II. Operating profit (Loss is listed 35,788,268.43 12,237,496.22 with ―-‖) Add: Non-operating income 2.62 68,960.33 Including: Disposal gains of non-current asset Less: Non-operating expense 0.01 Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with 35,788,271.04 12,306,456.55 ―-‖) Less: Income tax expense 5,769,605.99 386,647.60 IV. Net profit (Net loss is listed with 30,018,665.05 11,919,808.95 ―-‖) V. Net after-tax of other comprehensive income (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss (II) Other comprehensive income items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 24 国药集团一致药业股份有限公司 2015 年第一季度报告全文 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency financial statements 6. Other VI. Total comprehensive income 30,018,665.05 11,919,808.95 VII. Earnings per share: (i) Basic earnings per share (ii) Diluted earnings per share 5. Consolidated Cash Flow Statement In RMB Item Current Period Last Period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 6,225,835,431.92 5,724,848,719.86 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 25 国药集团一致药业股份有限公司 2015 年第一季度报告全文 investment Net increase of amount from disposal financial assets that measured by fair value and with variation reckoned into current gains/losses Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax received 333,471.38 458,279.02 Other cash received concerning 29,217,661.76 14,374,722.13 operating activities Subtotal of cash inflow arising from 6,255,386,565.06 5,739,681,721.01 operating activities Cash paid for purchasing commodities and receiving labor 5,644,089,272.34 5,702,098,302.24 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 215,442,209.33 200,359,447.38 Taxes paid 132,719,577.58 172,863,504.48 Other cash paid concerning 90,043,632.87 operating activities 80,955,899.11 Subtotal of cash outflow arising from 6,165,364,886.97 operating activities 6,073,206,958.36 Net cash flows arising from operating -425,683,165.96 activities 182,179,606.70 II. Cash flows arising from investing activities: Cash received from recovering 26 国药集团一致药业股份有限公司 2015 年第一季度报告全文 investment Cash received from investment income Net cash received from disposal of fixed, intangible and other long-term 22,330.68 252,600.00 assets Net cash received from disposal of subsidiaries and other units Other cash received concerning 0.00 5,080,588.84 investing activities Subtotal of cash inflow from investing 22,330.68 5,333,188.84 activities Cash paid for purchasing fixed, 49,381,727.56 45,663,080.22 intangible and other long-term assets Cash paid for investment Net increase of mortgaged loans Net cash received from subsidiaries and other units obtained Other cash paid concerning 252,000.00 investing activities Subtotal of cash outflow from investing 49,633,727.56 45,663,080.22 activities Net cash flows arising from investing -49,611,396.88 -40,329,891.38 activities III. Cash flows arising from financing activities Cash received from absorbing 1,470,000.00 1,941,759,896.01 investment Including: Cash received from absorbing minority shareholders’ 1,470,000.00 investment by subsidiaries Cash received from loans 186,993,124.89 Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing 1,470,000.00 2,128,753,020.90 activities Cash paid for settling debts 63,839,764.78 447,290,917.24 27 国药集团一致药业股份有限公司 2015 年第一季度报告全文 Cash paid for dividend and profit 25,275,601.52 48,547,024.91 distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning 29,012,559.76 21,072,437.76 financing activities Subtotal of cash outflow from 118,127,926.06 516,910,379.91 financing activities Net cash flows arising from financing -116,428,354.06 1,611,842,640.99 activities IV. Influence on cash and cash equivalents due to fluctuation in 9,250.41 4,636.82 exchange rate V. Net increase of cash and cash 15,919,534.17 1,145,834,220.47 equivalents Add: Balance of cash and cash 854,212,006.84 1,097,948,354.45 equivalents at the period -begin VI. Balance of cash and cash 870,131,541.01 2,243,782,574.92 equivalents at the period -end 6. Cash Flow Statement of Parent Company In RMB Item Current Period Last Period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 711,445,698.87 750,568,332.49 services Write-back of tax received Other cash received concerning 3,324,178.44 3,210,375.82 operating activities Subtotal of cash inflow arising from 714,769,877.31 753,778,708.31 operating activities Cash paid for purchasing commodities and receiving labor 697,915,966.60 765,087,858.27 service Cash paid to/for staff and workers 18,182,948.12 15,533,624.52 28 国药集团一致药业股份有限公司 2015 年第一季度报告全文 Taxes paid 6,338,325.38 2,462,773.93 Other cash paid concerning 8,502,230.29 5,047,627.07 operating activities Subtotal of cash outflow arising from 730,939,470.39 788,131,883.79 operating activities Net cash flows arising from operating -16,169,593.08 -34,353,175.48 activities II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment 15,334,120.54 15,446,654.64 income Net cash received from disposal of fixed, intangible and other long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning 735,380,315.47 904,600,000.00 investing activities Subtotal of cash inflow from investing 750,714,436.01 920,046,654.64 activities Cash paid for purchasing fixed, 43,164,474.15 17,326,293.40 intangible and other long-term assets Cash paid for investment Net cash received from subsidiaries and other units Other cash paid concerning 765,721,572.00 1,341,643,308.59 investing activities Subtotal of cash outflow from investing 808,886,046.15 1,358,969,601.99 activities Net cash flows arising from investing -58,171,610.14 -438,922,947.35 activities III. Cash flows arising from financing activities Cash received from absorbing 1,941,759,896.01 investment Cash received from loans 57,656,125.85 50,000,000.00 29 国药集团一致药业股份有限公司 2015 年第一季度报告全文 Cash received from issuing bonds Other cash received concerning 56,300,000.00 financing activities Subtotal of cash inflow from financing 57,656,125.85 2,048,059,896.01 activities Cash paid for settling debts 10,000,000.00 395,000,000.00 Cash paid for dividend and profit 4,011,288.08 16,123,526.33 distributing or interest paying Other cash paid concerning 2,000,160.00 12,544,637.52 financing activities Subtotal of cash outflow from 16,011,448.08 423,668,163.85 financing activities Net cash flows arising from financing 41,644,677.77 1,624,391,732.16 activities IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash -32,696,525.45 1,151,115,609.33 equivalents Add: Balance of cash and cash 257,173,314.81 218,342,947.03 equivalents at the period -begin VI. Balance of cash and cash 224,476,789.36 1,369,458,556.36 equivalents at the period -end II. Audit report Whether the first quarterly report had been audited or not □ Yes √ No The first quarterly report of the Company had not been audited. 30