China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 China National Accord Medicines Corporation Ltd. The Third Quarterly Report for 2015 October 2015 1 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 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. 2 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 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) 14,298,937,947.02 12,828,941,540.90 11.46% Net assets attributable to shareholders of listed company 5,266,153,764.26 4,764,607,822.09 10.53% (RMB) Increase/decrease in Increase/decrease in Year-begin to end of comparison with year- Current period comparison with same the Period begin to Period-end of period of last year last year Operating revenue (RMB) 6,866,003,376.77 9.30% 19,679,806,543.54 9.98% Net profit attributable to shareholders of the listed company 186,753,078.44 17.66% 574,072,330.77 13.52% (RMB) Net profit attributable to shareholders of the listed company 183,019,662.66 20.67% 556,678,816.45 16.96% after deducting non-recurring gains and losses(RMB) Net cash flow arising from -- -- 408,159,149.92 169.26% operating activities(RMB) Basic earnings per share 0.515 17.58% 1.583 5.74% (RMB/Share) Diluted earnings per share 0.515 17.58% 1.583 5.74% (RMB/Share) Weighted average ROE 3.61% 0.07% 11.46% -2.03% Items and amount of extraordinary profit (gains)/losses √Applicable □Not applicable In RMB Amount from year-begin to Item Note end of the Period 3 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 Mainly refers to the income of relocation compensation from Gains/losses from the disposal of non-current asset (including the 4,389,032.17 disposal of investment real estate write-off that accrued for impairment of assets) by subsidiary Sinopharm Holding Liuzhou Governmental subsidy reckoned into current gains/losses (not Mainly refers to the various including the subsidy enjoyed in quota or ration according to 13,640,742.24 specific grants and finance national standards, which are closely relevant to enterprise’s discount received in the Period business) Mainly because the bad debt of account receivable for Tibet Naqu Reversal of impairment reserve for account receivable with 3,273,444.33 Company, which has accrual separate impairment testing separately last year has collected in the Period Mainly due to the earnings from render a hosted services by Income of trustee fee obtained from trust for management 375,000.00 Sinopharm Holding and China National Pharmaceutical Foreign Trade Corporation Mainly because subsidiary Sinopharm Holding Liuzhou Other non-operating income and expenditure except for the 2,864,911.21 obtained a relocation rewards and aforementioned items out-of-resettlement compensation due to the removal Less: impact on income tax 5,055,519.61 Impact on minority shareholders’ equity (post-tax) 2,094,096.02 Total 17,393,514.32 -- 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. 4 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 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 15,463 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 Sinopharm Group State-owned 51.00% 184,942,291 74,482,543 Co., Ltd. corporate National Council Domestic non for Social state-owned 2.29% 8,300,000 Security Fund – corporate 116 China Securities Domestic non Finance state-owned 2.12% 7,704,972 Corporation corporate Limited National Council Domestic non for Social state-owned 2.01% 7,298,555 Security Fund – corporate 106 HTHK/CMG FSGUFP-CMG Overseas FIRST STATE 1.94% 7,032,720 corporate CHINA GROWTH FD VALUE Overseas PARTNERS 1.61% 5,847,103 corporate CLASSIC FUND Domestic non CITIC Securities state-owned 1.38% 5,007,937 corporate China Life Domestic non 1.17% 4,237,124 Insurance state-owned 5 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 Company Ltd. corporate -tradition - general insurance products -005L- CT001 Shen New China Life Insurance Company Ltd. Domestic non -Dividend - state-owned 1.16% 4,199,772 individual corporate bonuses -018L- FH002 Shen China SAFE Domestic non Investments state-owned 1.05% 3,804,400 Limited 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 8,300,000 8,300,000 Fund – 116 shares China Securities Finance RMB ordinary 7,704,972 7,704,972 Corporation Limited 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 Domestically VALUE PARTNERS CLASSIC 5,847,103 listed foreign 5,847,103 FUND shares RMB ordinary CITIC Securities 5,007,937 5,007,937 shares China Life Insurance Company Ltd. RMB ordinary -tradition -general insurance 4,237,124 4,237,124 shares products -005L-CT001 Shen New China Life Insurance Company RMB ordinary 4,199,772 4,199,772 Ltd. -Dividend -individual shares 6 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 bonuses -018L-FH002 Shen RMB ordinary China SAFE Investments Limited 3,804,400 3,804,400 shares Explanation on associated It is unknown that there exists no associated relationship or belongs to the consistent actionist relationship among the aforesaid among the other tradable shareholders regulated by the Management Measure of Information shareholders 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 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 7 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 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 1. Note receivable: cut down by 224.8243 million Yuan over that of opening balance with growth rate of -36.32%, mainly because the settlement service with trade acceptance reduced in the Period; 2. Other account receivable: increased 28.0236 million Yuan over that of opening balance with growth rate of 98.07%, mainly because the deposit and margin are increased in the Period; 3. Other current assets: cut down by 16.1344 million Yuan over that of opening balance with growth rate of -40.03%, mainly because the VAT to-be-deducted reduced in the Period; 4. Interest payable: increased 2.1271 million Yuan over that of opening balance with growth rate of 31.91%, mainly due to the rising financing scale in the Period; 5. Non-current liability due within one year: increased 3.0431 million Yuan over that of opening balance with growth rate of 76.08%, mainly because corresponding fair value of the Member Points due within one year are increased over that of period-begin; 6. Long-term loans: increased 30.9984 million Yuan over that of opening balance with growth rate of 78.09%, mainly due to the newly increased Pingshan Project loans in the Period; 7. Other business income: up 20.0843 million Yuan on y-o-y basis with growth rate of 35.63%, mainly because the income from offering R&D technical services and sales of material income increased; 8. Other business cost: up 16.3505 million Yuan on y-o-y basis with growth rate of 145.50%, mainly because the sales material business goes up on y-o-y basis; 9. Non-operation income: dropped 19.8009 million Yuan on y-o-y basis with growth rate of -53.71%, mainly because in line with the litigation outcome last period, the compensation of lawsuit which accrual from previous years have been written back, and no such business occurred in the Period; 10. Non-operation expenditure: dropped 1.0394 million Yuan on y-o-y basis with growth rate of -67.56%, mainly because at same period of last year, there were poverty relief donations occurred while there is no such business in the Period; 11. Minority interest income: up 5.1862 million Yuan on y-o-y basis with growth rate of 40.99%, mainly because the profitability upgrade in the Period; 12. Refunds of taxes: dropped 7.5003 million Yuan on y-o-y basis with growth rate of-83.83%, mainly because the tax refunds received in the Period declined; 13. Net cash flow arising from operation activities: up 997.5034 million Yuan on y-o-y basis with growth rate of 169.26%, mainly because the purchase-to-pay and vary taxes paid in the Period declined on a y-o-y basis; 14. Cash paid for the purchase and construction of fixed assets, intangible assets and other long-term assets: dropped 90.5632 million Yuan on y-o-y basis with growth rate of-38.26%, mainly because the investment for construction work is decreased in the Period; 15. Net cash paid for the acquisition of subsidiaries and other business entities: up 7.8078 million Yuan on y-o-y 8 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 basis with growth rate of 474.88%, mainly because the final equity payment for Sinopharm Holding Jiangmen is paid in the Period; 16. Net cash flow arising from investment activities: up 89.5344 million Yuan on y-o-y basis with growth rate of 42.85%, mainly because the investment for construction work is decreased in the Period; 17. Cash received by investors: dropped 1928.7954 million Yuan on y-o-y basis with growth rate of-99.92%, mainly because at same period of last year, there is increased capital from private placement received while there is no such business occurred in the Period; 18. Cash received relating to other financing activities: dropped 32.1528 million Yuan on y-o-y basis with growth rate of-100%, mainly because the cash from downstream factoring business is received at same period of last year while there is no such business occurred in the Period; 19. Payment for debt: dropped 1062.2838 million Yuan on y-o-y basis with growth rate of-94.53%, mainly because the loans repaying in the Period decreased. 20. Net cash flow arising from financing activities: dropped 91,041.20 Yuan on y-o-y basis with growth rate of - 116.92%, mainly because at same period of last year, there are increased capital from private placement received while there is no such business occurred in the Period; II. Progress and influence of the main events as well as solution analysis specification □Applicable √ Not applicable 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 Commitment Commitment Commitments Accepter Contents Implementation time period Share Merger Reform As a large pharmaceutical commercial enterprise whose business involves pharmaceutical wholesale and retail, Sinopharm Holding may overlap with the Commitments in Company in geographical segmentation during report of Sinopharm its future business development. To avoid the Long-term Normally implement 2005-06-21 acquisition or Holding potential peer competition brought by such effective equity change 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 9 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 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 Controlling shareholder enterprises. II. the Company and the is implement in real Commitments enterprises it wholly-owns, controls or has de earnest, Sinopharm make in initial Sinopharm facto control over will not engage in, Long-term Accord will actively 2013-09-05 public offering Holding participate in or carry out in Guangdong and effective urged the controlling or re-financing Guangxi any business or activities that would shareholder and actual constitute substantive competition with the controller to fulfill pharmaceutical commercial businesses of commitments Sinopharm Accord. III. the Company and the enterprises it wholly-owns, controls or has de facto control over will not engage in, participate in or carry out any business or activities that would constitute substantive competition with the pharmaceutical industrial businesses of Sinopharm Accord. IV. the Company will not make use of its control over Sinopharm Accord to damage the legal 10 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 interests of Sinopharm Accord and other shareholders (especially minority shareholders). The Letter of Undertaking takes effect since the date of issue and will remain effective during the entire period when the Company has been the controlling shareholder or connected party of Sinopharm Accord. During the validity of the Undertaking, the Company will indemnify in time Sinopharm Accord from any loss which may arise out of the Company’s violation of the Undertaking.” Sinopharm Holding has undertaken in the Letter of Undertaking from Sinopharm Group Co. Ltd. on Standardization of the Connected Transactions with China National Accord Medicines Corporation Ltd. that, “I. during the period when the Company takes control over 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 Controlling shareholder out of reasonable causes, the Company and is implement in real Connected Party will enter into standardized earnest, Sinopharm Sinopharm connected transaction agreement with Long-term Accord will actively 2013-09-05 Holding Sinopharm Accord according to law. effective urged the controlling Sinopharm Accord will perform approval shareholder and actual procedure according to relevant laws, rules and controller to fulfill regulations, other standardization documents commitments 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 11 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 votes on the relevant connected transactions involving the Company and other enterprises it controls, the Company will perform obligations including that necessary interested directors and shareholders shall be abstained from voting according to relevant regulations, and follow the legal procedures for approval of connected transactions and fulfill its information disclosure obligation. V. the Company guarantees to attend shareholders’ meeting according to the constitutional documents of Sinopharm Accord, exercise its corresponding rights and assumed its corresponding obligations in an equitable manner, not to take advantage of its standing as controlling shareholder to seek unjust interests, or to use connected transactions to illegally transfer capital or profit out of Sinopharm Accord, or to prejudice the legal interests of Sinopharm Accord and other shareholders (especially minority shareholders). VI. the Letter of Undertaking takes effect since the date of issue and will remain effective during the entire period when the Company has been the controlling shareholder or connected party of Sinopharm Accord. During the validity of the Undertaking, the Company will indemnify in time Sinopharm Accord from any loss that may arise out of the Company’s violation of the Undertaking.” ”Sinopharm Group has undertaken in the Letter of Undertaking from China National Pharmaceutical Group Corporation on Actual controller is Avoiding the Peer Competition with China implement in real National Accord Medicines Corporation Ltd. earnest, Sinopharm Sinopharm that, “I. in the coming five years, Sinopharm Long-term Accord will actively 2013-10-16 Group Group intends to take appropriate measures effective urged the controlling including replacement or acquisition of assets shareholder and actual or equity reorganization to solve the problem of controller to fulfill peer competition between Weiqida and commitments Sinopharm Accord. II. apart from the matters disclosed in the past and in the Letter of 12 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 Undertaking, 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 directly engage in, participate in or carry out within the PRC any business or activities that would constitute 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 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 Actual controller is companies or enterprises it directly or implement in real indirectly controls (hereinafter referred to as earnest, Sinopharm “Connected Party”) will strictly standardize the Sinopharm Long-term Accord will actively connected transactions with Sinopharm Accord 2013-09-22 Group effective urged the controlling and its controlled enterprises. II. for those shareholder and actual connected transactions beyond avoidance or controller to fulfill out of reasonable causes, the Company and commitments Connected Party will enter into standardized connected transaction agreement with Sinopharm Accord according to law. Sinopharm Accord will perform approval procedure according to relevant laws, rules and regulations, other standardization documents and its constitutional documents, and fulfill its obligation to disclose information on 13 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 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 2015 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 14 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 □ Applicable √ Not applicable V. Particular about security investment □ Applicable √ Not applicable The Company had no security investment in Period. VI. Equity of other listed company held by the Company □ Applicable √ Not applicable The Company has no equity of other listed company held at period-end VII. Particulars about derivatives investment □ Applicable √ Not applicable The Company had no derivatives investment in Period. VIII. Registration form of receiving research, communication and interview in the report period □Applicable √ Not applicable The Company has no research, communication and interview accepted in the Period 15 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 Section IV. Financial Statement I. Financial statement 1. Consolidated Balance Sheet Prepared by China National Accord Medicines Corporation Ltd. 2015-09-30 In RMB Item Closing balance Opening balance Current assets: Monetary funds 1,013,884,519.57 867,562,115.54 Settlement provisions Capital lent Financial assets measured by fair value and whose change is recorded in current gains and losses Derivative financial assets Notes receivable 394,171,131.23 618,995,440.09 Accounts receivable 8,338,293,189.08 7,018,312,673.19 Accounts paid in advance 93,893,147.30 96,043,154.40 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 56,598,493.86 28,574,927.90 Purchase restituted finance asset Inventories 2,490,715,532.51 2,322,333,262.87 Divided into assets held ready for sales Non-current asset due within one year Other current assets 24,174,145.31 40,308,591.47 Total current assets 12,411,730,158.86 10,992,130,165.46 16 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 Non-current assets: Granted loans and advances Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 162,956,577.03 157,604,846.85 Investment property 77,788,114.73 73,836,850.51 Fixed assets 775,007,642.63 745,557,829.35 Construction in progress 363,698,845.05 330,218,696.56 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 139,853,402.48 144,383,753.87 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 38,413,747.56 39,154,232.03 apportioned Deferred income tax asset 80,430,122.44 85,146,479.50 Other non-current asset 164,061,187.62 175,910,538.15 Total non-current asset 1,887,207,788.16 1,836,811,375.44 Total assets 14,298,937,947.02 12,828,941,540.90 Current liabilities: Short-term loans 1,922,477,929.73 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 1,419,083,464.80 1,468,166,640.64 Accounts payable 4,650,505,884.89 3,988,878,234.03 17 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 Accounts received in advance 37,445,736.11 40,339,905.63 Selling financial asset of repurchase Commission charge and commission payable Wage payable 130,034,708.11 171,958,142.88 Taxes payable 96,380,767.63 77,445,669.46 Interest payable 8,793,790.26 6,666,712.19 Dividend payable Other accounts payable 334,100,084.70 412,347,201.51 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 7,043,100.00 4,000,000.00 year Other current liabilities Total current liabilities 8,605,865,466.23 7,687,757,035.22 Non-current liabilities: Long-term loans 70,693,824.54 39,695,448.00 Bonds payable Including: preferred stock Perpetual capital securities Long-term account payable 10,822,806.36 Long-term wages payable 2,582,100.00 2,896,000.00 Special accounts payable 1,287,000.00 1,287,000.00 Accrual liabilities Deferred income 168,091,726.69 176,366,201.15 Deferred income tax liabilities 23,130,504.44 24,297,076.57 Other non-current liabilities 45,427,343.31 45,427,343.31 Total non-current liabilities 322,035,305.34 289,969,069.03 Total liabilities 8,927,900,771.57 7,977,726,104.25 18 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 Owner’s equity: Share capital 362,631,943.00 362,631,943.00 Other equity instrument Including: preferred stock Perpetual capital securities 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 2,858,311,316.42 2,356,765,374.25 Total owner’s equity attributable to 5,266,153,764.26 4,764,607,822.09 parent company Minority interests 104,883,411.19 86,607,614.56 Total owner’s equity 5,371,037,175.45 4,851,215,436.65 Total liabilities and owner’s equity 14,298,937,947.02 12,828,941,540.90 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 In RMB Item Closing balance Opening balance Current assets: Monetary funds 213,025,111.81 257,173,314.81 Financial assets measured by fair value and whose change is recorded in current gains and losses Derivative financial assets Notes receivable 3,161,064.50 47,389,669.59 Accounts receivable 655,550,847.30 513,791,982.48 Accounts paid in advance 1,543,685.34 5,047,755.80 Interest receivable 1,929,700.38 1,890,165.10 Dividend receivable 19 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 Other receivables 1,506,696,764.87 1,111,423,809.76 Inventories 179,612,810.46 184,880,147.05 Divided into assets held ready for sales Non-current asset due within one year Other current assets 9,124,221.59 2,560,096.51 Total current assets 2,570,644,206.25 2,124,156,941.10 Non-current assets: Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 2,777,356,071.41 2,772,004,341.23 Investment real estate 4,581,781.19 5,272,980.96 Fixed assets 94,108,637.37 17,175,509.65 Construction in progress 328,611,767.67 299,290,846.13 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 35,949,262.39 36,923,545.12 Expense on Research and Development Goodwill Long-term expenses to be apportioned 7,756,920.48 5,681,186.10 Deferred income tax asset 2,860,992.26 2,800,803.02 Other non-current asset 51,539,700.38 68,103,087.93 Total non-current asset 3,302,765,133.15 3,207,252,300.14 Total assets 5,873,409,339.40 5,331,409,241.24 Current liabilities: Short-term loans 232,000,000.00 202,000,000.00 Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes payable 239,928,522.23 274,584,574.89 20 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 Accounts payable 428,599,428.99 314,477,971.19 Accounts received in advance 2,857,671.39 322,008.81 Wage payable 16,387,574.14 20,339,767.52 Taxes payable 7,575,075.34 13,695,533.72 Interest payable 191,717.52 86,831.07 Dividend payable Other accounts payable 327,481,724.34 447,928,781.45 Divided into liability held ready for sale Non-current liabilities due within 1 year Other current liabilities Total current liabilities 1,255,021,713.95 1,273,435,468.65 Non-current liabilities: Long-term loans 65,693,824.54 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 Accrual liabilities Deferred income 5,000,000.00 5,000,000.00 Deferred income tax liabilities 3,774,569.00 3,773,319.00 Other non-current liabilities Total non-current liabilities 75,494,393.54 49,494,767.00 Total liabilities 1,330,516,107.49 1,322,930,235.65 Owner’s equity: Share capital 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 21 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 Less: Inventory shares Other comprehensive income Reasonable reserve Surplus public reserve 181,315,971.50 181,315,971.50 Retained profit 2,129,252,395.71 1,594,838,169.39 Total owner’s equity 4,542,893,231.91 4,008,479,005.59 Total liabilities and owner’s equity 5,873,409,339.40 5,331,409,241.24 3. Consolidated Profit Statement (this report period) In RMB Item Current period Prior period I. Total operating income 6,866,003,376.77 6,281,963,971.53 Including: Operating income 6,866,003,376.77 6,281,963,971.53 Interest income Insurance gained Commission charge and commission income II. Total operating cost 6,641,799,761.77 6,100,229,470.64 Including: Operating cost 6,364,449,301.02 5,833,268,381.58 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 10,754,748.24 9,386,944.76 Sales expenses 131,702,711.01 112,238,970.55 Administration expenses 114,237,485.02 113,782,559.26 Financial expenses 20,199,936.13 29,944,760.23 Losses of devaluation of asset 455,580.35 1,607,854.26 Add: Changing income of fair value(Loss is listed with “-”) 22 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 Investment income (Loss is listed with 11,264,688.74 13,143,999.51 “-”) Including: Investment income on 11,264,688.74 13,143,999.51 affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with 235,468,303.74 194,878,500.40 “-”) Add: Non-operating income 4,081,386.64 8,528,482.74 Including: Disposal gains of non- 417,021.63 191,595.79 current asset Less: Non-operating expense 58,358.45 330,963.49 Including: Disposal loss of non-current 142,655.16 215,831.48 asset IV. Total Profit (Loss is listed with “-”) 239,491,331.93 203,076,019.65 Less: Income tax expense 47,223,465.50 40,074,573.40 V. Net profit (Net loss is listed with “-”) 192,267,866.43 163,001,446.25 Net profit attributable to owner’s of 186,753,078.44 158,726,925.31 parent company Minority shareholders’ gains and losses 5,514,787.99 4,274,520.94 VI. Net other comprehensive income after-tax Net other comprehensive income after- tax 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 23 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 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 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 192,267,866.43 163,001,446.25 Total comprehensive income 186,753,078.44 158,726,925.31 attributable to owners of parent Company Total comprehensive income 5,514,787.99 4,274,520.94 attributable to minority shareholders VIII. Earnings per share: (i) Basic earnings per share 0.515 0.438 (ii) Diluted earnings per share 0.515 0.438 As for the business merger under the same control in the Period, Yuan net profit realized before merger by the combined party, the net profit for combined party in last period was Yuan. 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) In RMB Item Current period Prior period 24 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 I. Operating income 707,895,452.73 734,321,077.76 Less: operating cost 673,918,156.37 705,436,495.45 Operating tax and extras 1,524,376.24 2,430,299.49 Sales expenses 11,228,666.13 12,365,596.47 Administration expenses 12,107,506.81 11,578,094.71 Financial expenses -17,264,862.18 -30,454,474.94 Losses of devaluation of asset 116,627.27 116,740.12 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with 11,264,688.73 18,064,754.09 “-”) Including: Investment income on 11,264,688.73 13,143,999.51 affiliated company and joint venture II. Operating profit (Loss is listed with 37,529,670.82 50,913,080.55 “-”) Add: Non-operating income 234,465.95 10,044.48 Including: Disposal gains of non- current asset Less: Non-operating expense -0.02 Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with “-”) 37,764,136.79 50,923,125.03 Less: Income tax expense 6,429,993.21 7,900,592.86 IV. Net profit (Net loss is listed with 31,334,143.58 43,022,532.17 “-”) 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 25 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 (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 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 31,334,143.58 43,022,532.17 VII. Earnings per share: (i) Basic earnings per share (ii) Diluted earnings per share 5. Consolidated profit statement (from year-begin to end of this period) In RMB Item Current period Prior period I. Total operating income 19,679,806,543.54 17,894,606,405.81 Including: Operating income 19,679,806,543.54 17,894,606,405.81 Interest income Insurance gained Commission charge and commission income II. Total operating cost 19,001,427,483.59 17,322,455,843.61 26 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 Including: Operating cost 18,166,110,341.44 16,460,036,038.82 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 37,198,437.99 36,859,658.29 Sales expenses 393,776,817.02 383,388,181.09 Administration expenses 317,826,858.37 330,858,718.45 Financial expenses 78,839,608.53 102,392,485.33 Losses of devaluation of asset 7,675,420.24 8,920,761.63 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with 39,538,750.18 36,739,722.01 “-”) Including: Investment income on 39,538,750.18 36,739,722.01 affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with 717,917,810.13 608,890,284.21 “-”) Add: Non-operating income 17,063,676.10 36,864,548.07 Including: Disposal gains of non- 427,318.99 692,585.33 current asset Less: Non-operating expense 499,038.83 1,538,460.84 Including: Disposal loss of non-current 368,059.75 280,069.64 asset IV. Total Profit (Loss is listed with “-”) 734,482,447.40 644,216,371.44 Less: Income tax expense 142,572,320.00 125,875,954.02 V. Net profit (Net loss is listed with “-”) 591,910,127.40 518,340,417.42 Net profit attributable to owner’s of parent 574,072,330.77 505,688,779.43 company Minority shareholders’ gains and losses 17,837,796.63 12,651,637.99 27 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 VI. Net other comprehensive income after-tax Net other comprehensive income after- tax 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 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 other comprehensive income after- tax attributable to minority 28 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 VII. Total other consolidated income 591,910,127.40 518,340,417.42 Total consolidated income attributable to 574,072,330.77 505,688,779.43 owners of parent company Total consolidated income attributable to 17,837,796.63 12,651,637.99 minority shareholders VIII. Earnings per share: (i) Basic earnings per share 1.583 1.497 (ii) Diluted earnings per share 1.583 1.497 As for the business merger under the same control in the Period, Yuan net profit realized before merger by the combined party, the net profit for combined party in last period was Yuan. 6. Profit Statement of parent company (from year-begin to end of this period) In RMB Item Current period Prior period I. Operating income 2,117,811,188.23 2,078,854,464.72 Less: operating cost 2,024,014,258.26 1,996,348,869.75 Operating tax and extras 4,266,591.00 6,249,456.18 Sales expenses 33,939,722.56 35,760,799.33 Administration expenses 34,245,121.31 36,834,667.09 Financial expenses -49,584,705.81 -61,166,675.03 Losses of devaluation of asset 410,566.05 270,135.10 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with 554,051,869.71 498,608,841.32 “-”) Including: Investment income on 39,538,750.18 36,739,722.01 affiliated company and joint venture II. Operating profit (Loss is listed with 624,571,504.57 563,166,053.62 “-”) Add: Non-operating income 332,246.72 715,297.08 Including: Disposal gains of 326.59 non-current asset Less: Non-operating expense 0.08 Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with “-”) 624,903,751.29 563,881,350.62 29 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 Less: Income tax expense 17,963,136.37 16,251,065.83 IV. Net profit (Net loss is listed with “-”) 606,940,614.92 547,630,284.79 V. Net other comprehensive income after-tax (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 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 606,940,614.92 547,630,284.79 VII. Earnings per share: 30 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 (i) Basic earnings per share (ii) Diluted earnings per share 7. Consolidated Cash Flow Statement (from year-begin to end of this period) In RMB Item Current period Prior period I. Cash flows arising from operating activities: Cash received from selling commodities 20,633,444,697.69 17,908,007,328.48 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 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 1,446,726.90 8,947,070.73 Other cash received concerning 66,440,712.60 75,769,060.23 operating activities Subtotal of cash inflow arising from 20,701,332,137.19 17,992,723,459.44 operating activities Cash paid for purchasing commodities 19,119,988,676.85 17,447,751,970.38 and receiving labor service Net increase of customer loans and advances Net increase of deposits in central bank and interbank 31 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 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 485,136,482.02 439,907,204.26 Taxes paid 441,876,457.82 421,428,798.02 Other cash paid concerning operating 246,171,370.58 272,979,736.89 activities Subtotal of cash outflow arising from 20,293,172,987.27 18,582,067,709.55 operating activities Net cash flows arising from operating 408,159,149.92 -589,344,250.11 activities II. Cash flows arising from investing activities: Cash received from recovering 0.00 0.00 investment Cash received from investment income 35,190,000.00 28,152,000.00 Net cash received from disposal of fixed, 998,055.18 1,257,052.51 intangible and other long-term assets Net cash received from disposal of 0.00 0.00 subsidiaries and other units Other cash received concerning 0.00 0.00 investing activities Subtotal of cash inflow from investing 36,188,055.18 29,409,052.51 activities Cash paid for purchasing fixed, 146,167,376.75 236,730,564.01 intangible and other long-term assets Cash paid for investment 0.00 0.00 Net increase of mortgaged loans Net cash received from subsidiaries and 9,452,000.00 1,644,172.91 other units Other cash paid concerning investing 0.00 0.00 activities Subtotal of cash outflow from investing 155,619,376.75 238,374,736.92 activities Net cash flows arising from investing -119,431,321.52 -208,965,684.41 activities III. Cash flows arising from financing activities Cash received from absorbing 1,470,000.00 1,930,265,413.47 32 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 investment Including: Cash received from absorbing minority shareholders’ investment by 1,470,000.00 0.00 subsidiaries Cash received from loans 125,722,354.87 174,372,388.34 Cash received from issuing bonds Other cash received concerning 0.00 32,152,750.15 financing activities Subtotal of cash inflow from financing 127,192,354.87 2,136,790,551.96 activities Cash paid for settling debts 61,469,731.00 1,123,753,511.67 Cash paid for dividend and profit 154,678,884.00 183,572,083.63 distributing or interest paying Including: Dividend and profit of minority shareholder paid by 1,032,000.00 5,825,783.82 subsidiaries Other cash paid concerning financing 42,818,773.74 50,827,980.27 activities Subtotal of cash outflow from financing 258,967,388.74 1,358,153,575.57 activities Net cash flows arising from financing -131,775,033.87 778,636,976.39 activities IV. Influence on cash and cash equivalents due to fluctuation in 7,360.46 5,838.21 exchange rate V. Net increase of cash and cash 156,960,154.94 -19,667,119.92 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 equivalents 1,011,172,161.78 1,078,281,234.53 at the period -end 8. Cash Flow Statement of parent company (from year-begin to end of this period) In RMB Item Current period Prior period I. Cash flows arising from operating activities: Cash received from selling commodities 2,245,035,658.21 2,178,553,762.47 and providing labor services Write-back of tax received 0.00 0.00 Other cash received concerning 10,277,088.77 16,271,321.78 33 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 operating activities Subtotal of cash inflow arising from 2,255,312,746.98 2,194,825,084.25 operating activities Cash paid for purchasing commodities 2,207,784,468.53 2,155,142,728.62 and receiving labor service Cash paid to/for staff and workers 43,554,714.68 39,046,375.47 Taxes paid 38,063,645.73 26,377,550.12 Other cash paid concerning operating 15,519,036.73 21,802,894.06 activities Subtotal of cash outflow arising from 2,304,921,865.67 2,242,369,548.27 operating activities Net cash flows arising from operating -49,609,118.69 -47,544,464.02 activities II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income 219,294,985.39 234,399,564.16 Net cash received from disposal of fixed, 700.00 intangible and other long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning 2,488,319,315.47 2,954,312,357.21 investing activities Subtotal of cash inflow from investing 2,707,614,300.86 3,188,712,621.37 activities Cash paid for purchasing fixed, 118,417,451.35 166,131,758.87 intangible and other long-term assets Cash paid for investment 0.00 8,110,000.00 Net cash received from subsidiaries and 9,200,000.00 6,761,000.00 other units Other cash paid concerning investing 2,883,936,599.67 4,008,433,743.73 activities Subtotal of cash outflow from investing 3,011,554,051.02 4,189,436,502.60 activities Net cash flows arising from investing -303,939,750.16 -1,000,723,881.23 activities III. Cash flows arising from financing activities Cash received from absorbing 0.00 1,930,265,413.47 investment 34 China National Accord Medicines Corporation Ltd.The Third Quarterly Report for 2015 Cash received from loans 94,933,328.85 58,095,448.00 Cash received from issuing bonds Other cash received concerning 337,881,122.11 394,669,491.62 financing activities Subtotal of cash inflow from financing 432,814,450.96 2,383,030,353.09 activities Cash paid for settling debts 10,000,000.00 945,000,000.00 Cash paid for dividend and profit 82,413,625.11 88,630,556.66 distributing or interest paying Other cash paid concerning financing 31,000,160.00 128,579,308.55 activities Subtotal of cash outflow from financing 123,413,785.11 1,162,209,865.21 activities Net cash flows arising from financing 309,400,665.85 1,220,820,487.88 activities IV. Influence on cash and cash equivalents due to fluctuation in 1,201.00 exchange rate V. Net increase of cash and cash -44,148,203.00 172,553,343.63 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 equivalents 213,025,111.81 390,896,290.66 at the period -end 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 35